PLATFORM PARTICIPATION AGREEMENT

This Platform Participation Agreement ("Agreement") is effective as of the date last signed below ("Effective Date") and is by and between Financial Insight Technology, Inc. (dba SmartAsset) a Delaware Corporation with its primary place of business at SmartAsset, 535 Fifth Ave, 30th Fl, New York, NY 10017 ("SmartAsset") and the financial advisor whose information is in the signature block below ("Advisor"). Advisor and SmartAsset are each a "Party," and collectively, the "Parties". In consideration of the covenants and promises contained herein and for the other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows.

1.1

SmartAsset provides free online tools to assist consumers in making financial decisions about home buying, refinance, retirement, life insurance, taxes, investing and personal loans ("Online Tools"), and that allow consumers interested in financial planning services to input their full name, email, and/or personal phone number ("Contact Information") in order to be connected with financial advisors for the purpose of receiving financial planning advice (each such consumer who provides this information, a "Lead").

1.2 The Service.

SmartAsset will connect Advisor with potential client Leads in accordance with the terms and conditions of this Agreement (collectively, the "Service"). All Leads provided to Advisor will have provided information about themselves as set forth in Section 1.3 below, and be filtered and matched to Advisor based on such information (each, a "Matched Lead").

1.3 Lead Information.

All Leads are required to complete a brief survey, providing self-reported information about themselves, including financial goals, financial health, and demographic information (the "Survey"). SmartAsset makes no warrants or representations about the accuracy of this information and is not required to verify Survey information. A Lead is not eligible for matching if it has not provided complete Survey information.

1.4 Lead Parameter Selection.

Leads are segmented based on certain parameters such as (but not limited to) geography, assets, and types of services desired ("Filtering Criteria"). Advisor will have the right to select certain Filtering Criteria that limit the types of Matched Leads they receive. Advisor will also specify, on a monthly basis, how many leads (either number or dollar value) he or she wishes to receive (their "Monthly Allocation"). Advisor will inform SmartAsset of any change in their Monthly Allocation no less than seven (7) days before the beginning of the next month. Additional Matched Leads may be purchased by Advisor a la carte, subject to availability, on a case by case basis.

1.5 Matching.

SmartAsset will conduct a proprietary, Lead-matching process based on criteria and data supplied by Advisor, the Lead, and other partners or third parties, to match Leads in terms of parameters such as (but not limited to) geography, minimum asset requirements, and types of services offered and desired ("Matching Criteria"). SmartAsset will never provide Advisor with Matched Leads that do not meet the Advisor’s previously provided Filtering Criteria. SmartAsset will make Matched Leads available via email or, when available, through an advisor / platform partner portal on the Online Tools. A maximum of three (3) advisors or partners will receive any individual Lead as a Matched Lead (so, for any Matched Lead received by Advisor, SmartAsset will match no more than two (2) other partners access to that Lead).

1.6 No Advisor Advertising.

ADVISOR ACKNOWLEDGES AND AGREES THAT IN PROVIDING THE SERVICE, SMARTASSET IS NOT PROMOTING, ADVERTISING, OR ENDORSING ADVISOR OR ANY OTHER PARTNER. The Service refers Leads to Advisors or partners whose Matching Criteria meet the information provided by the Lead, without any preference for any advisor or partner on the platform. Lead Fees are due regardless of whether Advisor enters into a relationship with a Matched Lead, and regardless of the amount Advisor earns from any such relationship with Matched Lead, if any. The Service does not allow any platform partner to obtain featured or preferred placement, advance notice of Leads, or any other preferential treatment with respect to other platform partners through payment of additional fees or other measures. ADVISOR IS RESPONSIBLE FOR ENSURING THAT ITS USE OF THE SERVICE COMPLIES WITH ALL APPLICABLE LAWS OF THE JURISDICTION IN WHICH ADVISOR OFFERS ITS SERVICES.

2.1

Advisor will pay the amount for each Matched Lead (the "Lead Fee") set forth in Exhibit A (Fees). Advisor will provide a pre-payment against which Lead Fees can be debited as Matched Leads are provided. The pre-payment will be equal to the monthly budget set by Advisor for the upcoming month. In the event that Advisor chooses to stop receiving new Matched Leads and informs SmartAsset of such decision in writing, any remaining pre-payment balance will be refunded to Advisor. For any Matched Lead that Advisor can reasonably demonstrate does not meet the Matching Criteria or has invalid Contact Information, SmartAsset will provide a replacement Matched Lead or waive the Lead Fee.

2.2

Unless otherwise agreed to by the parties, payment for Lead Fees will be made via valid credit card, PayPal account, or equivalent third-party payment method accepted by SmartAsset (the "Payment Provider"). Advisor must provide SmartAsset with valid Payment Provider information (or initial payment) prior to being referred any Leads. The Payment Provider agreement and not this Agreement governs use of the designated payment method. By providing SmartAsset with Payment Provider account information, Advisor Agrees that SmartAsset is authorized to immediately charge Advisor the Lead Fee when a Lead is matched and with no additional notice or consent required from Advisor. Advisor agrees to immediately notify SmartAsset of any change in billing address or other Payment Provider information that would prevent the processing of payments due hereunder. SmartAsset may at any time change its prices and billing methods, provided that Advisor may terminate this Agreement if Advisor does not agree to such changes. Refunds will be made to the Payment Provider account on file with SmartAsset.

2.3

SmartAsset will provide Advisor (either upon request or via the Online Tools) with a monthly report specifying the total quantity and type of Matched Leads that were generated by SmartAsset ("Report") and sent to Advisor.

3.1 General.

Each Party will comply with all applicable laws and regulations related to the Service, and will have all licenses and permits necessary for, the Service and the contents and operation of its business as related to the Matched Leads, including the Gramm-Leach- Bliley Act of 1999 (GLBA), federal Truth-in-Lending Act, Equal Credit Opportunity Act, and Fair Credit Reporting Act.

3.2 Privacy.

The Parties are committed to protect the privacy of any information that, alone or in combination with other information, may be used to identify an individual ("Personal Information") that may be collected from individuals via the Online Tools, provided in connection with a Match, or otherwise made available by or to either Party in connection with this Agreement. Each Party will collect and use Personal Information in accordance with all applicable laws, including (in the case of SmartAsset) by posting and conforming with an industry standard privacy policy.

3.3 Security.

Each Party will use commercially reasonable efforts to ensure that its facilities, computer systems, networks, and all Personal Information are maintained in a secure environment equal to the security used to protect identifying and demographic data collected by such Party from other sources, but in no event will the security employed by each Party be less than what is commercially reasonable.

4.1 "Confidential Information

means non-public or proprietary information in any form disclosed by or on behalf of either Party to the other that (a) is marked or identified as "confidential" or with a similar designation, or (b) by its nature or the circumstances of its disclosure ought reasonably to be treated as confidential.

4.2 Ownership.

Each Party may have access to the other party’s Confidential Information as a result of this Agreement. Confidential Information is the sole property of the disclosing Party. This Agreement’s terms are Confidential Information of the Parties, but its existence is not.

4.3 Use.

Each Party will: (a) only use Confidential Information to fulfill its obligations hereunder; (b) only provide access to Confidential Information on an "as-needed" basis to its personnel, agents, and/or consultants who are bound by obligations materially similar to this Section 4, and (c) maintain Confidential Information using methods at least as protective as it uses to protect its own information of a similar nature, but in no event less than a reasonable degree of care. Each party will promptly return or destroy the other Party’s Confidential Information upon termination or expiration of this Agreement. This Section 4 will apply during and for three (3) years after the term of this Agreement, except in the case of Confidential Information relating to a trade secret, in which case the obligations will apply as long as the trade secret is maintained.

This Agreement will begin on the Effective Date and may be terminated by either Party at any time, with or without cause, upon thirty (30) days prior written notice to the other Party. The following provisions will survive termination of this Agreement: 4, 7, 8, 9 and this sentence.

Each Party represents and warrants that: (a) it has the authority to enter into this Agreement and to perform its obligations hereunder; (b) it has all licenses and permits necessary to perform its obligations hereunder and for the operation of its business; (c) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will conflict with, result in a breach of, or constitute a default under, any other agreement or instrument to which it is a party or by which it is bound, or under any federal or state law, rule or regulation applicable to such Party; and (d) it will comply with all applicable laws in connection with its performance hereunder. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, SMARTASSET EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE.

Each Party will indemnify, defend and hold the other Party and its affiliates, and their respective officers, directors, employees, consultants and agents harmless, from all losses, damages, costs and expenses awarded by a court or agreed upon in settlement, including reasonable and related attorneys’ fees and court costs, arising from a third-party claim based on an alleged breach of Section 6 by such Party.

8.1

NEITHER PARTY WILL BE LIABLE FOR (a) ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER IN AN ACTION OR ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (b) DIRECT DAMAGES IN ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT OF LEAD FEES PAYABLE BY ADVISOR FOR THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

8.2

THE LIMITATION ON LIABILITY IN SECTION 8.1 WILL NOT APPLY TO HARMS ARISING FROM: (a) A BREACH OF SECTIONS 3.3 (SECURITY) OR 4 (CONFIDENTIALITY); (b) A PARTY’S INDEMNIFICATION OBLIGATIONS; OR (c) DAMAGES RESULTING FROM FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

9.1 Assignment.

Neither Party may assign this Agreement without the other Party’s prior written consent, except that SmartAsset may assign this Agreement in connection with any merger or sale of SmartAsset or operation of law.

9.2 Entire Agreement; Amendment.

This Agreement is the Parties’ entire understanding regarding its subject matter and supersedes all other oral or written agreements as to such subject matter. This Agreement may only be amended in a writing consented to by the Parties.

9.3 Notices.

A communication intended to have legal effect under this Agreement must be written and delivered to (a) SmartAsset at the address set forth in the preamble, or (b) Advisor to the most recent address provided to SmartAsset, by personal delivery, certified mail (postage pre-paid, return receipt requested), or a commercial courier requiring signature for delivery (or, if no such physical address is available for Advisor, via email, and Advisor hereby consents to receive notice electronically), and will be effective on receipt or when delivery is refused. Operational communications, including changing a Party’s notice address, may be delivered via email.

9.4 Independent Contractors.

The Parties’ relationship is that of independent contractors, and this Agreement does not create a joint venture, partnership, principal-agent, solicitation, or employment relationship between the Parties. Neither Party will have, or represent to a third party that it has, the authority to act for or bind the other Party.

9.5 No Third-Party Beneficiaries.

This Agreement is solely for the benefit of the Parties hereto.

9.6 Severability.

Any provision of this Agreement found invalid or unenforceable will be restated to reflect the original intent as closely as possible in accordance with applicable law. The invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provisions.

9.7 Force Majeure.

Neither Party will be liable for a failure to fulfill its obligations due to causes beyond its reasonable control that cannot be mitigated through the exercise of due care.

9.8 Governing Law and Venue.

This Agreement, including its formation, will be governed and interpreted according to the laws of the State of New York without regard to its conflicts of laws provisions that would require a different result. A cause of action relating to this Agreement may only be brought in the state or federal courts in New York County, New York. The Parties irrevocably waive the right to a trial by jury or class action and consent to have any dispute heard and determined by a bench trial presided over by a single judge.

9.9 Waiver.

A Party’s waiver of a breach of this Agreement will not waive any other or subsequent breach.

9.10 Headings and Interpretation.

Headings are for reference only and do not affect the Parties’ obligations. As used herein, "may" means "has the right, but not the obligation, to"; "includes" and its variations means "includes, but is not limited to"; and "days" means calendar days, provided that obligations that would be due on a weekend or holiday will be due on the next business day following such weekend or holiday.

9.11 Equitable Relief.

A Party’s breach of any provision of this Agreement related to confidentiality or proprietary rights may cause the other Party irreparable damage, which would not be adequately compensated by the award of monetary damages, and the harmed Party may enforce such provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that it may have.

9.12 Counterparts.

This Agreement may be executed in counterparts, each of will constitute an original, and all of which will constitute one and the same instrument. Electronic signature, including via facsimile, scan, or digital signature services, may be used.

Investible Assets of Lead	Lead Fee
$1,000,000	$190 per lead
$250,001-1,000,000	$90 per lead
$100,001-250,000	$40 per lead
$25,000-100,000	$20 per lead