Advisor Subscription Agreement

This Advisor Subscription Agreement, dated as of the Effective Date (which Effective Date is defined as hereinafter set forth, and such Advisor Subscription Agreement, as from time to time amended, supplemented, modified or restated in accordance with its terms hereinafter referred to as the “Agreement”), is by and between WealthRamp, Inc., a company organized and existing under the laws of the State of California (“WealthRamp”) and that individual or entity registering as a “Member” in accordance with the membership registration procedure outlined herein and on the WealthRamp website (www.wealthramp.com), such individual or entity hereinafter referred to as “Member”.

            WHEREAS, WealthRamp has established a platform facilitating the exchange of information among Members and other users of the platform (the “Platform”), which exchange provides value both to such users as well as Members; and

            WHEREAS, the Platform, among other things, provides a “matching” service for users in order to assist users in identifying Members who such users believe may provide useful advisory services; and

            WHEREAS, the contracting Member desires to participate in the Platform;

            NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the contracting Member and WealthRamp hereby agree as follows:

1. Nature of the Service.

The Platform is a social network facilitating the exchange of personal information between people, which personal information may allow for contact between interested users and Member.  In addition, the Platform will provide a service to users and Members which will allow users to identify potential financial advisors whose profile, attributes and characteristics the user considers possibly of benefit.

1.2 Subscription and Compensation; Term.

            (a)        By accessing the Platform and its membership registration procedure, and further by selecting “I accept”, Member represents and warrants to WealthRamp that Member understands and agrees to be bound by the terms and conditions of this Agreement, and further that Member has the authority so to agree.

            (b)       Member further agrees to pay to WealthRamp a monthly fee for participation in the Platform in the amount of US$499.00 (such fee, as periodically modified pursuant to the terms of this Agreement, the “Fee”), which Fee shall be paid to WealthRamp in advance on the first of each month via PayPal. 

            (c)        The Fee is subject to revision by WealthRamp on thirty (30) days’ notice to Member.

            (d)       This Agreement shall continue for a period of thirty (30) days following Member’s acceptance of its terms as provided herein, and shall renew automatically for subsequent periods of thirty (30) days, without action on the part either of WealthRamp or Member, until terminated by either of WealthRamp or Member on fifteen (15) days’ written notice to the other party.  The parties acknowledge and agree that content published by or on behalf of Member pursuant to Section 3 of this Agreement will remain posted to the Platform unless removed by WealthRamp, notwithstanding any termination of this Agreement.

            (e)        The date of such Member’s selection of “I accept” in accordance with the membership registration procedure of the Platform hereinafter is referred to as the “Effective Date”, and this Agreement shall be deemed to be in full force and effect as of such date.

2. Member Registration and Information.

In connection with its acceptance of the terms of this Agreement, Member is required to complete the identification and other information required by the registration form on the Platform.  Member hereby covenants and agrees to keep all such information current and up-to-date at all times, and further covenants and agrees (i) to responsibility for all use of the Platform via such Member’s registration information, and (ii) to maintain strict confidentiality of such Member’s registration information.

3. Content

(a) The parties acknowledge and agree that the Platform may include messages or other material posted to a forum, group or other location within the Platform (such messages or other material, “Content”) and Member hereby grants WealthRamp a non-exclusive license to post, display, copy or modify Content in connection with the operation of the Platform and the business of WealthRamp.  In addition, Member hereby grants WealthRamp a non-exclusive license to post, display, copy or sell all or any portion of Content, subject to such limitations as are established by Member pursuant to the Platform’s online publishing procedure.

(b) Member hereby represents and warrants to WealthRamp that Member has the right, title and ability to grant the licenses granted pursuant to the preceding Section 3(a).

(c)  Further, to the extent provided by Member for inclusion on the Platform and subject to Section 5 of this Agreement, Member hereby authorizes WealthRamp to disclose personal data related to Member in connection with the business of WealthRamp and for no other purpose.

 4. Limitation of Liability; Release.

Member acknowledges and agrees that WealthRamp is and will not bear any responsibility for any Content, action or omission to act of Member, any user or any other Member or Members of the Platform.

Member hereby releases WealthRamp from any claim, demand, damage (actual, consequential or otherwise) or other liability of any and every kind and nature (known or unknown), arising out of or in any way connected to a dispute or relationship between or among Member and any other Member or Members.  The parties acknowledge and agree that any such claim, demand, damage or other liability also shall be subject to the indemnity provided in this Agreement.

5. Privacy.

WealthRamp will process and store Member’s registration information, including any therein which might be deemed to be personal to Member, on computers located within the United States protected by physical and technological security devices in accordance with industry practice for companies similarly situated to WealthRamp.  Notwithstanding the foregoing, the parties agree that WealthRamp shall have the right to access and modify such registration information to the extent necessary or desirable to correct errors or otherwise to render such information complete and not misleading, and WealthRamp may use such information in furtherance of its business purpose and for no other purpose.

6. Indemnity.

Member agrees to indemnify and hold harmless WealthRamp and its officers, employees, directors, agents, affiliates, subsidiaries, counsel, advisors and consultants (each, an “Indemnified Person”) from and against any and all claims, liabilities, losses or damages (or actions taken in respect thereof and including attorneys’ fees) arising from or otherwise related to the Platform, this Agreement or Member’s performance of any of the terms hereof, or Member’s violation or alleged violation of law or of the rights of any third party; providedhowever, that Member shall not be responsible so to indemnify against any such claims, liabilities, losses or damages as are finally judicially determined to have resulted from the gross negligence or willful misconduct of WealthRamp.

7. No Agency or Third-Party Beneficiaries; Absence of Fiduciary Relationship; Acknowledgement.

(a) This Agreement does not create, and shall not be construed as creating, rights enforceable by any person or entity not a party hereto, other than those entitled hereto by virtue of the indemnification provisions hereof. 

(b) No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is created or intended to be created by the terms of this Agreement.

(c) The parties acknowledge and agree that neither party is, nor shall be construed to be, a fiduciary of the other, and further that WealthRamp has no duty or liability to any customer of Member, whether such Member’s relationship to such customer derives directly or indirectly from the Platform or otherwise.  To the extent, if any, that WealthRamp may be considered through the Platform as making “referrals” to the contracting Member within the meaning of 17 CFR 275.206(4)-3(d) promulgated pursuant to the Investment Adviser’s Act of 1940 (the “Rule”), as amended, and further to the extent, if any, that WealthRamp may be considered through the Platform as providing investment advisory services, the contracting Member acknowledges and agrees that the services provided it hereunder constitute “impersonal advisory services” within the meaning of the Rule.

8. Governing Law; Assignment.

This Agreement will be governed by, and construed in accordance with, the laws of the State of New York, and may not be assigned by either party without the prior written consent of the other.

9. Arbitration.

The parties acknowledge and agree that disputes arising pursuant to the terms of this Agreement shall be resolved under the commercial arbitration rules of the American Arbitration Association.

10. Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes any prior agreement or understanding relating to such subject matter.  If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect, nor affect any other provision of this Agreement, which will remain in full force and effect.  The agreements set forth in Sections 6 and 7 of this Agreement will survive the expiration or other termination of this Agreement. 

11. Notices.

Any and all notices or other communications pursuant to or relating to the subject matter of this Agreement shall be given in writing and shall be considered to have been given and effective (i) as of the date of transmission, if delivered via e-mail or other electronic means on a business day, or on the following business day if delivered on a day which is not a business day, or (ii) the business day following the date of mailing, if sent by a U.S. nationally recognized courier service, or (iii) upon actual receipt by the party to whom such notice is required to be given.  Addresses (e-mail or otherwise) and other information necessary in order effectively to deliver notices and communications hereunder shall be given by each party hereto to the other as of the Effective Date.

By Member’s selection of  “I accept” in accordance with the membership registration procedures of the Platform, this Agreement becomes the agreement of Member and WealthRamp as of the Effective Date, fully enforceable against each such party in accordance with its terms.