Advisor Terms of Service

Oltre Financial Inc. operates under the trademark OPTIML FINTECH SOLUTIONS™ ("Optiml™") and provides an online platform for personalized lifetime tax and estate optimization, including a workspace for financial advisory firms and their personnel (the "Advisor Workspace"). OPTIML™ IS A SOFTWARE PROVIDER. WE DO NOT PROVIDE FINANCIAL, INVESTMENT, TAX OR LEGAL ADVICE. We refer to our service offerings, including the Advisor Workspace, as the "Service", and to Optiml™ as we, us and our.

These Advisor Terms of Service (the "Advisor Terms") govern access to and use of the Advisor Workspace by an advisory firm or other organization (the "Organization") and each individual who accesses the Advisor Workspace under that Organization's account (each an "Authorized User"). Our Terms of Use continue to govern individual consumer accounts, including accounts held by an Organization's clients. To the extent of any conflict concerning the Advisor Workspace, these Advisor Terms prevail.

Definitions

• "Client" means an individual for whom the Organization or its Authorized Users prepare plans or analyses through the Advisor Workspace, whether or not that individual has their own Optiml™ account.
• "Client Data" means personal information and financial information about a Client (including a Client's spouse or family members) entered into, uploaded to, or generated within the Advisor Workspace by or on behalf of the Organization.
• "Content" means the projections, analyses, reports and other output generated by the Service.
• "Product" means the technology and materials, including without limitation the computer software, through which we provide the Service.

Organization Accounts and Authorized Users

The individual who creates an Organization becomes its owner and may designate administrators. The Organization is responsible for:

• all activity that occurs under its account and the accounts of its Authorized Users;
• ensuring each Authorized User keeps their credentials confidential and does not share accounts;
• promptly removing Authorized Users who leave the Organization or should no longer have access; and
• ensuring its Authorized Users comply with these Advisor Terms.

Administrators can invite and remove team members, assign Clients between Authorized Users, manage offices and branding, and manage the Organization's subscription. We may rely on the instructions of the Organization's owner and administrators.

Subscriptions, Seats and Fees

Access to the Advisor Workspace requires a paid subscription. Unless otherwise agreed in writing:

• fees are charged per seat on the billing interval selected by the Organization, plus applicable taxes, using the payment method on file;
• adding Authorized Users may increase fees for the current billing period on a prorated basis;
• fees are non-refundable except where required by law;
• any free trial converts to a paid subscription at the end of the trial period unless cancelled before that time; and
• we may suspend access for non-payment after reasonable notice.

Current pricing is available within the Advisor Workspace. We may change pricing on notice effective at the start of the Organization's next billing period.

License and Restrictions on Use

We grant the Organization and its Authorized Users a limited, non-exclusive, non-transferable right to access and use the Advisor Workspace during the subscription term for the purpose of providing financial planning services to the Organization's Clients. The Product is protected by Canadian and foreign intellectual property laws, and we retain full and complete title to the Product and all Content templates, updates and copies. The Organization and its Authorized Users will not:

• use, copy, reproduce or transfer the Product other than as set out in these Advisor Terms, nor adapt, translate, modify or create derivative works based on the Product;
• remove or alter ownership and copyright notices embedded in or on the Product or Content, except that Organization branding may be applied to Client-facing reports where the Service provides for it;
• resell, sublicense, rent or make the Service available to any third party other than to Clients as contemplated by these Advisor Terms;
• access the Service to build a competing product, or perform benchmarking or automated scraping;
• upload viruses or engage in activities that might damage or disrupt the Service; or
• use the Service in violation of the laws and regulations of the jurisdiction in which it is used, including securities, insurance and privacy laws and regulations applicable to the Organization's business.

Client Data and Privacy

As between the parties, the Organization owns and controls Client Data. We collect, use and disclose Client Data only as a service provider to the Organization: to provide, maintain, secure and improve the Service, and as otherwise permitted by our Advisor Privacy Policy or required by law. The Organization is responsible for:

• having a lawful basis, including any required consents, to collect Client Data and to enter it into the Service before doing so;
• the accuracy of Client Data it enters; and
• responding to its Clients' requests to access or correct their information held in the Organization's workspace.

We maintain administrative, technical and physical safeguards appropriate to the sensitivity of Client Data, as described in our Security Policy. We will notify the Organization without undue delay of any breach of security safeguards involving Client Data that creates a real risk of significant harm, and will provide reasonable cooperation with the Organization's own notification obligations. We use third-party service providers (such as cloud hosting, payment processing and communications providers) to operate the Service, and remain responsible for Client Data handled by them on our behalf.

Client Accounts, Invitations and Plan Sharing

The Service allows an Organization to invite a Client to create the Client's own Optiml™ account. A Client account belongs to the Client and is governed by our Terms of Use, not these Advisor Terms. The Organization acknowledges that:

• invitations must only be sent to the Client at an email address the Organization has verified with the Client, and only where the Client has agreed to be invited;
• plans and information the Organization releases to a Client become visible in that Client's account, and plans a Client chooses to share with the Organization become visible in the Organization's workspace;
• a Client who purchases their own subscription contracts with us directly for that subscription; and
• when the relationship between the Organization and a Client ends, the Organization's access to the Client's shared information ends, and the Client retains their own account and the plans in it.

Professional Responsibility

Organization Branding

The Service allows the Organization to display its name, logo and brand colours within its workspace, on its sign-in experience and on Client-facing reports. The Organization grants us a non-exclusive license to display those marks for that purpose, and represents that it has the rights necessary to grant that license. Neither party otherwise acquires any right to the other party's trademarks, and the Organization will not remove Optiml™ attribution where the Service includes it.

Confidentiality

Each party will protect the other party's non-public information with at least the same degree of care it uses for its own confidential information, and no less than reasonable care, and will use it only as needed to perform under these Advisor Terms. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, or must be disclosed by law, in which case the receiving party will give prompt notice where legally permitted.

Disclaimer of Warranties

We make reasonable efforts to ensure that the Content is accurate at the time it is generated; however, we make no representation or warranty regarding the Product, Service or Content, including without limitation any representation, warranty or condition regarding their accuracy, reliability, currency, or completeness, or that the Service will be uninterrupted or error-free. We make no representation or warranty that the Product, Service or Content is appropriate or available for use at any locations outside Canada.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER WE NOR OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THE PRODUCT OR SERVICE, WHETHER BASED ON CONTRACT (INCLUDING WITHOUT LIMITATION FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM), TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE BASIS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE ADVISOR TERMS WILL NOT EXCEED THE FEES PAID BY THE ORGANIZATION FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Indemnification

The Organization will defend and indemnify us and our representatives against third-party claims, including claims by Clients, to the extent arising from: advice or recommendations provided by the Organization or its Authorized Users; the Organization's collection or entry of Client Data without a lawful basis; or the Organization's breach of these Advisor Terms or of laws applicable to its business.

Term, Suspension and Termination

These Advisor Terms apply from the Organization's first access to the Advisor Workspace and continue until the subscription is cancelled or terminated. The Organization may cancel at any time, effective at the end of the current billing period. We may suspend or terminate access for material breach of these Advisor Terms, for non-payment, or where required to protect the Service or comply with law.

Following termination, the Organization may request an export of its workspace data within thirty (30) days, after which we may delete the Organization's workspace data in accordance with our retention practices, except as we are required to retain it by law. Termination does not affect Client-owned accounts. Provisions which by their nature should survive (including confidentiality, disclaimers, limitations of liability and indemnification) survive termination.

Governing Law

These Advisor Terms are governed by the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein, without regard to conflict of laws principles, and the parties attorn to the non-exclusive jurisdiction of the courts of Nova Scotia.

Language

The parties have required that this agreement and all documents relating thereto be drawn up in English.

Les parties ont demandé que cette convention ainsi que tous les documents qui s'y attachent soient rédigés en langue anglaise.

Contacting Optiml™

Any questions or complaints with respect to the Product or Service should be directed to:

Optiml™ will respond to your inquiry in a timely and complete manner.