Effective Date: September 1, 2017

This End-User License Agreement (this “Agreement”) sets forth the terms and conditions for your use of the AdvisorEngine Wealth Management Technology Platform as provided by AdvisorEngine, Inc. (“AdvisorEngine”) to you (the “Licensee” or “you”).

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE SOFTWARE (AS DEFINED HEREIN), YOU ACCEPT THIS AGREEMENT IN WHOLE, WITHOUT ANY AMENDMENTS OR MODIFICATIONS, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE SOFTWARE.

You acknowledge and agree that AdvisorEngine may modify this Agreement at any time by posting the revised Agreement on AdvisorEngine.com. Such modifications will be effective immediately upon posting. You expressly agree to such form of notification and waive any right to receive individual notice of such modifications. Unless stated otherwise, any new features or enhancements to the Software shall be subject to this Agreement in addition to any terms that may be applicable. You are responsible for regularly reviewing this Agreement and any amendments or modifications hereto. If you do not agree to the amended terms, you must stop using the Software. Continued use of the Software after any changes take effect will constitute your acceptance of such changes.

If you accept this Agreement including all of its terms, please click on the “Accept” button. You may also wish to print out a copy of this Agreement for your records. If you do not accept this Agreement, please click on the “Decline” button, and you will not be able to access the Software.

  1. LimitedLicense. Subject to the terms and conditions of this Agreement, Advisor Engine hereby grants to Licensee a limited, non-exclusive, non-transferable license to use the Software for use solely in connection with the Service and in accordance with any related user documentation customarily provided by AdvisorEngine (“Documentation”). No ownership or other rights or licenses of any kind are granted by AdvisorEngine to Licensee hereunder with respect to any Software or Services, and Licensee shall not rent, sell, assign, lease, sublicense, or otherwise transfer or encumber the Software or Service. “Software” means the object code version of any software that AdvisorEngine may make available to Licensee for use in connection with the Service, and “Service” means the service by which software products and services (including, without limitation, the Software) are hosted on third party servers as designated by AdvisorEngine or AdvisorEngine’s third-party vendors (or their designees).

  2. User Identification Numbers and Passwords. Licensee agrees that the unique user identification number and related password (“User ID”) provided to it shall be kept confidential and shall be used only by Licensee in order to use the Software or Service. Licensee shall maintain its User IDs in strict confidence and will not share such User IDs with any third party, including but not limited to colleagues, co-workers, advisors or agents. Licensee agrees to immediately notify AdvisorEngine if it becomes aware of any loss or theft of its User ID or becomes aware of any unauthorized use or acquisition of its access to the Software or Service.

  3. Limitation of ReverseEngineering and Modification. Licensee shall not derive or attempt to derive the source code, source files, or structure of all or any portion of the Software by any form of reverse engineering, disassembly, or decompilation and shall not access the Service in order to (a) build a product or service that is directly or indirectly competitive with the Software or Service or (b) copy any ideas, features, functions or graphics of the Software or Service.

  4. Updates. AdvisorEngine reserves the right to update, upgrade, enhance, change or modify any Software or Documentation at any time in its sole discretion (“Updates”). Any Updates made available to Licensee will be subject to the terms of this Agreement and deemed to be part of the Software or Documentation (as applicable). Licensee agrees that its license of the Software or use of the Service is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public or private comments made by AdvisorEngine with respect to future functionality or features.

  5. Use Guidelines. Licensee shall use the Software and Services solely in accordance with the limited license granted in Section 1 and as otherwise contemplated herein. Licensee acknowledges that all Software and Services are protected by intellectual property rights of AdvisorEngine or its third-party vendors or licensors (as applicable) and Licensee has no rights to transfer or reproduce any Software or Services or prepare any derivative works with respect to, or disclose confidential information pertaining to, any Software or Service or any part thereof. Under no circumstances shall Licensee be deemed to receive title to any portion of any Software or Service, title to which at all times shall vest exclusively in AdvisorEngine or its their third-party vendors or licensors (as applicable). Licensee shall preserve all Software and Service from any liens, encumbrances, and claims of any individual or entity. Licensee shall not make or permit any alterations to any Software or Service or remove any proprietary notices (e.g., copyright and trademark notices) therefrom. All Software used in the Service will be hosted as part of the Service, and no copy of the Software will be delivered to Licensee for installation on its systems.

  6. Permitted Use Data. Licensee hereby grants AdvisorEngine a nonexclusive, world-wide, royalty-free license to use data provided by it or its clients for use in connection with the Software or Service (the “Data”) for purposes of fulfilling its obligations hereunder, including, but not limited providing the Software and the Service. Furthermore, AdvisorEngine shall have the right to compile, distribute, and otherwise exploit aggregated data derived from the Service.

  7. Third Party Vendor Software and Services. Licensee acknowledges that, to the extent AdvisorEngine licenses some or all of the Software or other components of the Service from third party vendors, AdvisorEngine shall not have any responsibility to create, install or distribute Updates with respect to such Software or other components and any related Documentation, but such vendors, may (without any obligation) make them available to AdvisorEngine for installation or distribution. In addition to the foregoing, Licensee acknowledges that in connection with Licensee’s use of Software or the Service, AdvisorEngine may make available to Licensee and its clients, certain third party software or services, which shall be deemed part of the Software or the Service. The use, maintenance or support of any such software or services owned by third parties may be conditioned upon Licensee’s or its clients’ execution or acknowledgment of such third party’s terms and conditions, end-user license agreement or other agreement (all of which are included in the Documentation), which would entitle such third party to enforce the terms and conditions of such any agreement against Licensee or its clients. Notwithstanding the foregoing, Licensee acknowledges that AdvisorEngine is not responsible for, nor does it warrant the integrity of, nor can it fix errors or defects in, third party software or services, and AdvisorEngine’s only obligation with respect to third party software or services is to inform the third party of any bug in the third party software program or deficiency in services, as the case may be, of which Licensee makes AdvisorEngine aware.

  8. Licensee Acknowledgements. Licensee acknowledges and agrees that AdvisorEngine is a technology provider and not a financial institution, financial or investment adviser, or a provider of tax or legal services, and will not represent or imply anything to any of its client or any third party that is contrary to the following: (a) AdvisorEngine does not act as an investment advisor or endorse, recommend or give advice to Licensee or any of its clients or associated accounts in conjunction with the Software or Service; (b) AdvisorEngine does not review and cannot verify or guarantee the accuracy, adequacy or completeness of any portfolio or account information, historical performance, cost basis, tax lot accounting or other information about Licensee or any of its clients made available through the Software or Services, and AdvisorEngine will not be responsible for Licensee’s or any of its client’s reliance on such information; and (c) to the extent that AdvisorEngine is paid a fee for Licensee’s use of the Software or Services under the limited license described in Section 1, such fee is not in consideration of any referral of potential clients to Licensee.

  9. Compliance with Applicable Law. AdvisorEngine expressly disclaims, and Licensee acknowledges and agrees that AdvisorEngine and its directors, officers, employees, agents, and affiliates shall not have any responsibility for maintenance of the books and records, in whole or in part, of Licensee or its affiliates, as may be required under applicable law, including without limitation the laws described in this section. Licensee shall be solely responsible for its compliance with all applicable foreign, federal, state and local laws, rules and regulations, and the rules and regulations of any self-regulatory organization of which Licensee is a member (collectively, “Applicable Law”), including but not limited to the Investment Advisers Act of 1940, with respect to Licensee’s use of the Services. As a result of the foregoing, Licensee waives any and all claims that it may have against AdvisorEngine or any of its vendor arising out of Licensee’s noncompliance with any Applicable Law.

  10. Account Information Consents. Licensee shall be solely responsible for (a) obtaining any and all consents or permissions required from its clients for use of their account information in connection with the Software or Service as otherwise required by this Agreement or by Applicable Law, including but not limited to SEC Regulation S-P; and (ii) examining Licensee’s privacy policy and determining and ensuring that use of any of its client account information in connection with the Software or Service is consistent with such privacy policy and Applicable Law, including but not limited to SEC Regulation S-P. In obtaining such consents or permissions, Licensee shall be mindful of and comply with any “two signatures required” account restrictions required by any particular custodian.

  11. Data. Licensee and its clients are exclusively responsible for the accuracy and adequacy of all data input, computer programs and other information that it transmits to or through the Service, and the review for accuracy of all output received. AdvisorEngine shall not have any responsibility for any failure of non-public personal information as defined in 15 U.S.C. §6809(4) or Data to comply with any Applicable Laws. Licensee shall notify AdvisorEngine of any error as soon as practicable following Licensee’s becoming aware of such error.

  12. Licensee Responsibility for Client Accounts. Licensee is responsible for all activities that occur in its client accounts and for such clients’ compliance with the applicable terms and conditions hereof. Licensee shall (a) have the sole responsibility for the review of any account information and trade files or other output Licensee intends to rely on as a result of use of the Software or Service; and (b) obtain all rights it needs to replicate models and indexes as a part of the Software and Service (including, but not limited to a license to replicate the S&PIndex for client’s accounts). AdvisorEngine is not responsible for determining the necessity of or providing any disclaimers or other information required under Applicable Laws to be disclosed as a result of the use of the Software or Service in managing accounts or assets held in the accounts of Licensee or its clients (collectively, “Client Assets”), including, without limitation, the set-up, creation or utilization of models. It is Licensee’s sole responsibility to ensure that Licensee and/or its clients (as applicable) retain exclusive responsibility for:

    1. Any trade recommendations provided by the Software or Service based on any settings, information or directions contained therein.

    2. Determining whether the Software and Service and any recommended trades created therefrom will achieve the results that Licensee or its clients desire;

    3. Supervising and directing the investment and reinvestment of Client Assets held in accounts pursuant to Licensee’s own arrangements with its clients;

    4. Reviewing the recommended trades created by the Software and Service for such clients, determining their appropriateness and implementing any trades or investment decisions concerning the Client Assets; and

    5. Obtaining, entering,and maintaining information supplied by Licensee relating to its clients, including, without limitation, information regarding such client’s financial profile, sophistication, investment objectives, and risk and tax preferences.

  13. AdvisorEngine Warranty. AdvisorEngine warrants that the Software and Service shall materially comply with terms of the Master Services Agreement with the entity through whom Licensee is granted access to the Software and Service. Licensee’s sole and exclusive remedy and AdvisorEngine’s sole and exclusive liability for breach of the foregoing warranty shall be for AdvisorEngine to repair or replace the defective element of the Software or Service or, if repair or replacement cannot be provided within a reasonable time, terminate the applicable element of the Software or Service and refund any pre- paid fees therefore.

  14. Defects Not Covered by Warranties. AdvisorEngine shall have no obligations under Section 13 to the extent any nonconformance or failure of, or error in, the Software or Service is caused by Licensee’s or its clients’: (a)use of any attachment, feature, hardware, software, or device in connection with the Software or Service; (b)transportation, neglect, or misuse of the Software or Service, or any use of the Software or Service that is not in accordance with this Agreement or the Documentation; (c)alteration, modification, or enhancement of the Software or Service; or (d)failure to provide a suitable installation or use environment for all or any part of the Software or Service.

  15. Financial Market Information; No Warranty; Financial Information. The Software and Service may make available certain financial market data, quotes, news, research, analyst research, reports and opinions or other financial information (collectively, the “Market Information”) that has been independently obtained by certain financial market information services, financial publishers, various securities markets including stock exchanges and their affiliates, investment bankers and other providers or has been obtained by AdvisorEngine (collectively, the “Information Providers”). AdvisorEngine does not guarantee or certify the accuracy, completeness, timeliness or correct sequencing of the Market Information made available to Licensee or its clients by the Information Providers or any other third party transmitting the Market Information (the “Information Transmitters”). Licensee further agrees that neither AdvisorEngine, the Information Providers, nor the Information Transmitters will be liable in any way for the interruption of any data, Market Information or other aspect of the Software or Service. Licensee understands that none of the Market Information available through the Software or Service constitutes a recommendation or solicitation that Licensee should purchase or sell any particular security or other asset. AdvisorEngine does not endorse or approve any of the Market Information and only makes such Market Information available as a service and convenience to Licensee and its clients.ALL MARKET INFORMATION IS PROVIDED ON AN “AS-IS” BASIS. LICENSEE AGREES THAT NEITHER AdvisorEngine, THE INFORMATION PROVIDERS NOR THE INFORMATION TRANSMITTERS SHALL BE LIABLE IN ANY WAY FOR THE ACCURACY, COMPLETENESS, TIMELINESS OR CORRECT SEQUENCING OF THE MARKET INFORMATION, OR FOR ANY DECISION MADE OR ACTION TAKEN BY INVESTMENT ADVISOR RELYING UPON THE MARKET INFORMATION. NEITHER AdvisorEngine, THE INFORMATION PROVIDERS NOR THE INFORMATION TRANSMITTERS GUARANTEE ANY FUTURE PERFORMANCE OF ANY ACCOUNT OF LICENSEE, NOR ANY SPECIFIC LEVEL OF PERFORMANCE OF ANY TRADE NOR THE SUCCESS OF ANY INVESTMENT DECISION OR STRATEGY. NEITHER AdvisorEngine NOR ANY OF ITS VENDORS SHALL BE RESPONSIBLE FOR INVESTMENT DECISIONS, DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THE LICENSED SOFTWARE OR THE SERVICE.

  16. DISCLAIMER OF WARRANTIES. EXCEPT AS PROVIDED IN SECTION 13 (AdvisorEngine WARRANTY), THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND “ASAVAILABLE”, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. AdvisorEngine, ITS AFFILIATES, VENDORS AND LICENSORS, INFORMATION PROVIDERS AND INFORMATION TRANSMMITTERS (COLLECTIVELY, THE “DISCLAIMING PARTIES”) DISCLAIM ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE AND NON-INFRINGEMENT. THE DISCLAIMING PARTIES FURTHER DISCLAIM ANY WARRANTY REGARDING NONINTERRUPTION OF USE, FREEDOM FROM BUGS, AND THAT USE OF THE SOFTWARE AND SERVICE IS ERROR-FREE. LICENSEE EXPRESSLY AGREES AND ACKNOWLEDGES THAT ANY USE OF THE SOFTWARE OR SERVICES IS AT LICENSEE’S SOLE RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AdvisorEngine OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF AdvisorEngine’S OBLIGATIONS HEREUNDER. LICENSEE AGREES THAT THE SOFTWARE AND SERVICES ARE NOT INTENDED TO REPLACE LICENSEE’S PROFESSIONAL SKILL AND JUDGMENT. LICENSEE AGREES AND ACKNOWLEDGES THAT THE SOFTWARE AND SERVICES DO NOT AND ARE NOT INTENDED TO SUPPLY TAX, INVESTMENT, OR LEGAL ADVICE. LICENSEE IS SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAW (AS DEFINED HEREIN), INCLUDING LICENSEE’S RESPONSIBILITY TO MAKE ALL NECESSARY DISCLOSURES TO ITS CLIENTS RELATING TO THE SOFTWARE AND SERVICES AND TO OBTAIN ALL NECESSARY AUTHORIZATIONS FROM ITS CLIENTS RELATING TO THE SOFTWARE AND SERVICES. THE SOFTWARE AND SERVICES MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. LICENSEE ACKNOWLEDGES AND AGREES THAT AdvisorEngineS DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT (A) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE OR (B) UNAUTHORIZED USERS (SUCH AS HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE DATA (AS DEFINED HEREIN) AND LICENSEE’S WEBSITES, COMPUTERS, OR NETWORKS. AdvisorEngineS SHALL IN NO WAY BEAR ANY RESPONSIBLE OR LIABILITY FOR ANY SUCH ACTIVITIES.

  17. LIMITED REMEDY. IN NO EVENT SHALL ANY DISCLAIMING PARTY BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, OR INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED.

  18. Accuracy/Reliability. Although AdvisorEngine makes reasonable efforts to ensure the accuracy, reliability and availability of the Software, Service, and any additional services provided hereunder, none of AdvisorEngine, its employees, agents, third-party consultants or vendors, nor their respective officers, directors, or employees, will be liable for any Losses suffered or incurred by Licensee, its clients or any third parties arising out of (a) any faults, interruptions or delays in the Software, Service, or such additional services; (b) any inaccuracies, errors or omissions in the Software, Service or such additional services, except insofar as those faults, interruptions, delays, inaccuracies, errors or omissions arise due to the gross negligence of AdvisorEngine in performing its obligations hereunder.

  19. Responsibility for Activity. Licensee is solely and exclusively responsible for any and all risks associated with its clients’ access to and use of the Software and Service, including, but not limited to (a) the form and substance of any terms and conditions of use accepted hereunder; (b) notifying AdvisorEngine to disable any User IDs; (c) any misuse of the Software or Service or violation of the terms of this Agreement or any Documentation; and (d) the verification of the suitability of all transactions.

  20. Suspension of Use of the Service. AdvisorEngine may, in its sole discretion, suspend Licensee’s or any of its client’s access to the Software or Service or reject or remove from the Software or Service any User IDs or Data (a) to prevent damages to, or degradation of, the Software or Service; (b) to comply with any law, regulation, court order, or other governmental request; (c) to otherwise protect AdvisorEngine from potential legal liability; or (d) for any material violation of the terms of this Agreement or any Documentation by Licensee or its clients.

  21. Indemnification. As a condition of Licensee’s use of the Software or Service, Licensee agrees to defend, indemnify and hold AdvisorEngine and its independent contractors, service providers and consultants, and their respective directors, employees and agents harmless from and against any and all claims, actions, damages, losses, liability, costs and expenses (including but not limited to attorneys’ fees) arising from or relating to Licensees’ use of the Software or Service, or from Licensee’s conduct or violation of this Agreement, Licensee’s infringement or violation of any intellectual property or other right of a third party, or from Licensee’s violation of any Applicable Law.

  22. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to its choice of law rules.

  23. Survival. The following sections of this Agreement shall survive indefinitely: 5, 13 – 19 and 21 – 24.

  24. Severability. If the application of any provision of this Agreement to any particular facts or circumstances shall be held to be invalid or unenforceable by an arbitration panel or a court of competent jurisdiction, then (a)the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement shall not in any way be affected or impaired thereby and (b)such provision shall be enforced to the maximum extent possible so as to effect the intent of the Parties and reformed without further action by the Parties to the extent necessary to make such provision valid and enforceable.