ProAdvisor Agreement

This ProAdvisor Program Agreement (“ProAdvisor Agreement”) is made between any person or entity acting as a referrer in the context of providing professional financial services, otherwise participating in, the ProAdvisor Program (“ProAdvisor”, “you”, or “your”) and Ambrook Inc. (“Ambrook”, “we”, “our”, or “us”) and governs your participation in the Ambrook professional advisor loyalty program (the “ProAdvisor Program”). By participating in the ProAdvisor Program, you acknowledge that you have read, understood, and agree to be bound by (i) this ProAdvisor Program Agreement and (ii) Ambrook’s “Terms of Service” as set forth at https://ambrook.com/terms as updated by Ambrook from time to time.

To be eligible to apply for participation in the ProAdvisor Program, you must:

• Be a professional financial advisor in good standing;
• Be compliant with all applicable laws;
• Be licensed if, and as, required in your jurisdiction;
• Be located in the USA;
• Complete the Ambrook ProAdvisor certification; and
• Be at least 18 years of age.

“Customer” as used in this ProAdvisor Program Agreement means a prospective or current customer of ProAdvisor who is eligible to enter into binding agreement with Ambrook for Ambrook’s products or services.

2.1. Custom pricing for the Ambrook platform to Customers as agreed to by Ambrook on a case-by-case basis;

2.2. Inclusion on Ambrook list of financial advisors for Ambrook customers looking to work with financial advisors;

2.3. A certificate of completion for finishing the Ambrook ProAdvisor certification; and

2.4. Access to one included Ambrook Premium subscription to use internally with ProAdvisor’s business, subject to certain restrictions.

All of the following restrictions apply:

• You may not create multiple Ambrook accounts to take advantage of the ProAdvisor Program;
• Ambrook reserves the right to modify, suspend, or terminate the ProAdvisor Program at any time without notice;
• Ambrook may disqualify any Customer or participant from the ProAdvisor Program at its sole discretion; and
• You represent and warrant that you will not misrepresent Ambrook or its offerings in any manner.

4.1. Notwithstanding anything to the contrary herein, all use of the Ambrook platform by ProAdvisor or Customers is subject to the Terms of Use. ProAdvisor agrees not to purport to impose any other terms pertaining to their use of the Ambrook platform. ProAdvisor is responsible for ensuring that each end user accept or enter into the Terms of Use (which may include all limitations on authorized users and other quantity restrictions applicable to the end user's order) in a manner that is legally binding upon the end user. This may require ProAdvisor to (a) notify each end user that Ambrook products are subject to the Terms of Use and that by placing an order with ProAdvisor the end user agrees to the Terms of Use, (b) include either a copy of or link to the Terms of Use in each quotation and order form issued to an end user, and (c) obtain from each end user written confirmation of acceptance of the Terms of Use prior to the acceptance of the order by ProAdvisor or delivery of the product, whichever occurs first. ProAdvisor must provide evidence of such acceptance by each end user in writing to Ambrook. 4.2. ProAdvisor agrees to immediately notify Ambrook in writing of any known or reasonably suspected breach of the Terms of Use (or any other unauthorized use of the Ambrook platform) and to assist Ambrook in the enforcement of the terms of the Terms of Use.

Two billing options exist, each with different Customer management obligations from ProAdvisor, as set forth below. In either event, Ambrook bears no responsibility to ProAdvisor or the Customer for payment-related issues resulting from the Customer’s failure to manage their payment information.

5.1. Direct Billing

Under “Direct Billing” Customer will be responsible for payment of its own subscription fees to Ambrook with its applied discount. Customer will receive a referral discount (as specified in the applicable ordering document or as agreed in writing between ProAdvisor and Ambrook) off the applicable subscription fees for up to two (2) years. This discount is subject to continued compliance with this Agreement. The Customer is solely responsible for establishing and maintaining their Ambrook account, including providing and managing their payment method. The ProAdvisor will serve as the primary point of contact for support regarding Ambrook’s platform for referred Customers under this billing arrangement. While Ambrook may provide supplementary support, the ProAdvisor retains responsibility for initial support and training.

5.2. Delegated Billing

Under “Delegated Billing” ProAdvisor will be responsible for the payment of referred Customers’ subscription fees to Ambrook. Ambrook accounts will still remain under Customer ownership and control, and ProAdvisor will act as privileged account user and manager. Customers will have the option to make the account an individual account (which may forsake the discount) and remove ProAdvisor. Ambrook and ProAdvisor will agree in writing on applicable discounts or apply discounts set forth in an applicable ordering document. Ambrook will issue a consolidated invoice to ProAdvisor on a monthly basis, detailing and itemizing subscription fees for ProAdvisor (to the extent applicable) and active Customers.

ProAdvisor and Customers are responsible for any federal, state, or local taxes resulting from the rewards received through the ProAdvisor Program.

No intellectual property rights are transferred or licensed under this ProAdvisor Agreement. You acknowledge and agree that all intellectual property rights, including but not limited to copyrights, trademarks, patents, trade secrets, and any other forms of intellectual property rights, in connection with the ProAdvisor Program (or any other Ambrook products or services) and all materials related thereto, are and shall remain the sole property of Ambrook. Nothing in this ProAdvisor Program Agreement shall be construed to grant, by implication, estoppel, or otherwise, any license or right to use any of Ambrook's intellectual property rights, without the express written consent of Ambrook.

8.1. Definition

The parties anticipate that they may disclose Confidential Information to each other. For purposes herein, “Confidential Information” means data and information (i) relating to the business of the disclosing party; (ii) disclosed to the other party or of which the other party became aware of as a consequence of its relationship with the disclosing party; (iii) having value to the disclosing party; and (iv) not generally known to competitors of the disclosing party, including, without limitation, information relating to a party’s product plans, customers, names of customers, designs, costs, products and services, pricing, price lists, financial information and projections, marketing plans, business opportunities, personnel data, research and development, trade secrets, methods of operation, and similar information. Without limiting the foregoing, the terms and conditions of this Agreement is the Confidential Information of both Parties. Confidential Information also includes any information which should reasonably be considered confidential due to the nature of the information or the circumstances of disclosure.

8.2. Confidentiality Obligations

Each party will not use the other party’s Confidential Information, except as necessary for the performance of this Agreement, and will not disclose such Confidential Information to any third party, except to those of its employees and subcontractors that need to know such Confidential Information for the performance of this Agreement, provided that each such employee and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Each party will use all reasonable efforts to maintain the confidentiality of the other party’s Confidential Information in its possession or control, but in no event less than the efforts that it ordinarily uses with respect to its own confidential information of similar nature and importance, which shall in no event be less than a reasonable standard of care. The foregoing obligations will not restrict either party from disclosing the other party’s Confidential Information or the terms and conditions of this Agreement: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to enable it to contest such order or requirement; (ii) on a confidential basis to its legal or professional financial advisors; or (iii) as required under applicable securities regulations. The restrictions set forth in this Section 8 will remain in effect during the term of this Agreement and for so long as the information or material remains a trade secret or confidential.

8.3. Confidentiality Exclusions

The obligations set forth in this Agreement will not apply to data or information that: (i) has been voluntarily disclosed to the public by the disclosing party, except where such public disclosure has been made by the other party without authorization from the disclosing party; (ii) has been independently developed and disclosed by others; or (iii) has otherwise entered the public domain through lawful means.

Ambrook reserves the right to modify this ProAdvisor Program Agreement at any time. Continued participation in the ProAdvisor Program after such published changes constitutes acceptance of the modified ProAdvisor Program Agreement.

Other than as expressly provided for in this Agreement, no other rights or licenses are granted to either party under this Agreement, and this Agreement does not grant either party any right to resell or otherwise distribute the other’s product, nor any right to use either party’s trademark, or any right to provide any services related to any other product.

• 11.1. Each party hereby represents and warrants to the other that (i) it has all requisite power and authority (corporate and otherwise) to enter into and perform its obligations under this Agreement (ii) the individual executing this Agreement is authorized to do so; (iii) its execution and delivery of this Agreement do not and will not conflict with or result in a breach of or a default under its respective organizational instruments or any Agreement, instrument, order, law or regulation applicable to it or by which it may be bound; (iv) this Agreement has been duly and validly executed and delivered by it and constitutes its valid and legally binding obligation, enforceable with its terms; and (v) it shall comply in all material respects with this Agreement, and shall perform its obligations hereunder in accordance with applicable laws, rules, regulations, statutes, ordinances, and orders.

• 11.2. Specifically, ProAdvisor represents and warrants that there are no legal restrictions against it presenting referred Customers to Ambrook.

• 11.3. For the avoidance of doubt, any and all commitments, indemnities and other terms and conditions offered by Ambrook with respect to use of the Ambrook Platform are made directly by Ambrook to the end user or Customer in accordance with the Terms of Service Agreement and do not extend to ProAdvisor. EXCEPT AS PROVIDED FOR IN THIS SECTION 11, PROADVISOR AND AMBROOK EACH MAKE NO WARRANTIES OR REPRESENTATIONS, AND EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WITH RESPECT TO THIS AGREEMENT.

12.1. Customer Relationships; Business Practices

ProAdvisor agrees not to represent itself as an agent or employee of Ambrook and agrees that Ambrook will have primary control over any end user communication regarding the Ambrook Platform once ProAdvisor submits a Purchase Order. ProAdvisor will not make any representations regarding Ambrook, on Ambrook’s behalf, or about any products. ProAdvisor agrees not to engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to Ambrook or its products and agrees to comply with all applicable federal, state, and local laws and regulations while operating under this ProAdvisor Agreement, including without limitation the U.S. Foreign Corrupt Practices Act and any similar laws or regulations in any applicable jurisdiction. ProAdvisor further agrees to comply with all applicable export and import laws and regulations, including U.S. embargo and sanctions regulations and prohibitions on export for certain end uses or to certain users. Ambrook shall have no responsibility or liability related to any billing disputes between ProAdvisor and a Customer.

12.2. Indemnity

ProAdvisor is fully responsible for all liabilities and expenses of any type whatsoever that may arise on account of ProAdvisor's breach of this Agreement or its breach of the Terms of Service as a user, whether for itself or on behalf of a Customer. ProAdvisor will indemnify, hold harmless and (at Ambrook's option) defend Ambrook from and against any claim, loss, cost, liability or damage, including attorneys' fees, for which Ambrook becomes liable arising from or relating to: (a) any breach or alleged breach by ProAdvisor of any term of this ProAdvisor Agreement, (b) the issuance by ProAdvisor of any warranty or representation regarding Ambrook or its products or services not specified in the Terms of Service, (c) any billing dispute between ProAdvisor and Customer, or (d) any of ProAdvisor's other acts or omissions in connection with the marketing or referral of the Ambrook Platform under this ProAdvisor Agreement.

13.1. Termination

Ambrook may terminate this ProAdvisor Agreement if ProAdvisor materially breaches any provision in this ProAdvisor Agreement and fails to cure such breach within five (5) days of written notice of such breach. In addition, either party may terminate this ProAdvisor Agreement for any reason or no reason upon thirty (30) days’ written notice to the other party. Ambrook may also terminate this ProAdvisor Agreement immediately upon notice to ProAdvisor if (a) it ceases to offer the current ProAdvisor program or (b) it reasonably believes that continuing hereunder could result in business or legal liability for Ambrook or otherwise harm Ambrook or its end users.

13.2. Effect of Termination

ProAdvisor expressly agrees that Ambrook will have no obligation or liability to ProAdvisor resulting from termination or expiration of this ProAdvisor Agreement in accordance with its terms. Upon termination or expiration of this ProAdvisor Agreement: (a) ProAdvisor must immediately cease identifying itself as a Ambrook ProAdvisor and using Ambrook Marks in connection with ProAdvisor referral activities hereunder, (b) ProAdvisor must destroy all Confidential Information in ProAdvisor possession and certify destruction (unless Ambrook requests in writing that ProAdvisor return such materials), (c) certain Customer discounts and ProAdvisor discounts may revert in Ambrook’s sole discretion, and (d) all Sections of this Agreement which are intended by the parties to, by their nature must, survive shall so survive.

ProAdvisor may only use Ambrook’s name, logo, and any other trademarks as set forth in this agreement or with prior express written consent from Ambrook, which may be withdrawn via written notice, provided that such use is consistent with Ambrook’s then-current trademark guidelines. Ambrook may use ProAdvisor’s name or logo in its marketing materials.

It is mutually acknowledged and agreed that the parties intend to create and are creating an independent contractor relationship. ProAdvisor understands that it is an independent contractor, and the relations hereby established by and between Ambrook and ProAdvisor do not constitute a partnership, joint venture, franchise, agency, or contract of employment. ProAdvisor agrees to indemnify and hold Ambrook harmless from any and all claims for taxes, penalties, expenses, fees or costs which the Ambrook might incur as a result of any payments to ProAdvisor. Neither party shall have the power or authority to bind the other party without express written authorization, and ProAdvisor shall not make any contract, agreement, warranty, or representation on Ambrook’s behalf, incur any debt or other obligation in Ambrook’s name, or sign Ambrook’s name to any contracts, documents, receipts, bills, notes, checks, drafts, leases, bonds, mortgages, bills of sale, or any other written instrument.

ProAdvisor acknowledges that it is not eligible for or entitled to participate in any benefits provided by Ambrook to its employees, regardless of the length of his or her relationship with Ambrook and regardless of whether he or she is held to be a common-law employee of Ambrook for any purpose and has not been promised any future employment with Ambrook. Therefore, with full knowledge and understanding, ProAdvisor hereby expressly waives any claim or right that he or she may have, now or in the future, to such benefits and agrees not to make any claim for such benefits in consideration for Ambrook’s commitments set forth in this Agreement.

Each party agrees that it will not during the term of this Agreement, and for a period of one (1) year following the expiration or any earlier termination of this Agreement, hire, offer to hire, induce, or attempt to induce any employee or consultant of the other party to become its employee or consultant or to discontinue its relationship with the other party. Each party agrees that the restriction imposed by this covenant is fair and reasonable, reasonably required for the protection of the other party, and a material term of this Agreement. If the foregoing restriction exceeds the maximum restriction that a court of competent jurisdiction would enforce, then the restriction will be deemed limited to be the maximum that such court would enforce.

This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of law provisions. The parties agree to submit any disputes, claims, or controversies arising from or related to this Agreement to the exclusive personal jurisdiction and venue of the state or federal courts with jurisdiction over Los Angeles County, California.

NEITHER PARTY SHALL BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST OR CORRUPTED DATA, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY), OR ANY OTHER SIMILAR DAMAGES UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY), EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY THEREOF. THE AGGREGATE LIABILITY OF AMBROOK UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF SOFTWARE VALUE (IN ACCORDANCE WITH AMBROOK’S THEN CURRENT STANDARD PRICING) PROVIDED TO OR THROUGH PROADVISOR UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENTS GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITY ARISING FROM A PARTY’S (I) BREACH OF CONFIDENTIALITY OBLIGATIONS; (II) MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY; (III) INDEMNITY OBLIGATIONS SET FORTH HEREIN; OR (IV) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

20.1. No Assignment

Neither party may assign this Agreement or any of its rights or obligations hereunder to a third party, without the prior written consent of the other party, except for by merger, acquisition, or sale of at least substantially all of a party’s assets. Any attempted assignment in violation of this Section will be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns.

20.2 Amendments in Writing

This Agreement may be modified or amended only by a writing signed by both parties; and no provision of or right under this Agreement shall be deemed to have been waived by any act or acquiescence on the part of either party, its agents, or employees, but only by an instrument in writing signed by an authorized officer of each party.

20.3. Notices

Any notice or other communication required or permitted to be given under this Agreement must be in writing and is effective when delivered personally or when received either: (a) hand delivered; (b) mailed, postage prepaid, first class, certified mail, return receipt requested; (c) sent, shipping prepaid, receipt requested via a reputable courier service; and (d) email effective twenty-four (24) hours after being sent with a read receipt request. Either Ambrook or ProAdvisor may change its address to which notices will be sent by giving notice to the other party.

20.4. Force Majeure

Except for payment obligations hereunder, neither party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, acts of terror, riot, acts of God or governmental action.

20.5. Severability & Waiver

Each covenant of this Agreement shall be deemed and shall be construed as a separate and independent covenant and, should any part or provision of any such covenants be declared unlawful, void, or unenforceable by any court of competent jurisdiction, such illegality, voidness, or unenforceability shall in no way render unlawful, void, or unenforceable any other part or provision of this Agreement or any other separate covenant not declared unlawful, void, or unenforceable. Any covenants so modified, any partially enforceable provisions, and all remaining provisions of the Agreement shall remain in full force and effect. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of each party.

20.6. Entire Agreement

This ProAdvisor Program Agreement constitutes the entire understanding between you and Ambrook with respect to the ProAdvisor Program. No other agreements, representations, or warranties with Respect to the ProAdvisor Program other than those provided in this ProAdvisor Program Agreement will be binding unless in writing and signed by you and Ambrook. For the avoidance of doubt, this ProAdvisor Program Agreements does not replace, and acts in addition to, any customer agreement you have entered into with Ambrook.