Terms of Service

These Terms apply to registered investment adviser firms and their authorized personnel ("you" or "Adviser") who access or use the Helmsted platform ("Platform") provided by Helmsted, Inc. ("Helmsted," "we," or "us").

Clients and other professionals use the services under the terms and authorizations applicable to their roles. Your firm's signature does not supply their separate acceptance where required.

Clients use the services under the Client Portal User Agreement. Other professionals use them under the Provider Access Terms and any applicable service agreement. Neither group is a party to these firm Terms.

Helmsted provides a data and collaboration platform for independent wealth management, connecting information, tools, and authorized professionals to support clients. Services may include data organization, analysis, communications, integrations, and related workflows. Available services depend on the applicable service terms and authorizations.

Helmsted provides technology and informational assistance, not investment or other professional advice. Each professional remains responsible for its services and for reviewing and approving professional advice and materials before release to the client. Informational tools, including spending and budgeting assistance, may respond directly to clients. AI outputs may contain errors.

Helmsted may add, modify, or discontinue features subject to the applicable Order and material-change provisions. New services may have additional terms, charges, or authorizations disclosed before activation. Regulated services require the relevant provider engagement and authorizations.

Optional account aggregation is subject to the Plaid End Client Terms at helmsted.ai/company/plaid. The pilot does not authorize Helmsted to hold or transact in client funds or securities.

A.Complimentary Pilot

Where your Order is a Pilot Order, Helmsted provides access to the Platform on a complimentary basis for the pilot period stated in the Order (the "Pilot Period"), which begins on the date of last signature of the Order unless the Order states otherwise. There are no fees during the Pilot Period unless the Order specifies them. There is no automatic renewal: the pilot does not convert to paid access, and no fees accrue or are charged, unless and until you sign a new Order.

B.Conversion

At or before the end of the Pilot Period, Helmsted will present options for continued access. The Order states the term, fees, billing method, renewal, and cancellation terms. No particular pricing model is promised for future services. Neither party is obligated to continue beyond the Pilot Period, and you may discontinue the pilot at any time by written notice.

C.Usage Visibility

If you convert to a usage-based plan, Helmsted will make usage information available so you can monitor consumption against the applicable metering unit. The parties may agree in the Order to usage estimates, notifications, or caps to help avoid unexpected charges.

D.Support and Feedback

Helmsted will make reasonable efforts to respond to your support requests and will designate a primary point of contact during onboarding. The pilot is a collaboration: in exchange for complimentary access, you agree to participate as a design partner by providing periodic feedback on the Platform, through scheduled check-ins, short surveys, or written comments, as Helmsted reasonably requests. Feedback is handled under Section 8 and does not include Adviser Client Data. References to you as a design partner are descriptive only and do not create a legal partnership.

A.Account Creation

To access the Platform, your firm must have a signed Order with Helmsted and create an account. You agree to provide accurate and complete information and to keep it current, including the compliance notice contact designated in your Order.

B.Account Security

Each user must use individual credentials and required authentication. Adviser manages its personnel's authorization, keeps access appropriate, and promptly reports compromise or access changes. Applicable user terms are presented through the relevant onboarding process.

Report suspected compromise promptly to security@helmsted.ai.

C.Authorized Users

Your firm may authorize the number of individual advisers and staff stated in your Order. You are responsible for ensuring those users comply with these Terms.

A.Permitted Use

Adviser may use the Platform for its professional services, including authorized collaboration for clients who engage other professionals. This is not resale or sublicensing. Adviser may not share credentials, grant unauthorized access, access another firm's protected information, or resell the Platform without an agreement permitting it.

Use must comply with applicable law and professional requirements.

B.Prohibited Use

You may not:

• Reverse engineer, decompile, or attempt to extract the source code of the Platform
• Use the Platform to develop a competing product or service
• Attempt to gain unauthorized access to any part of the Platform or its underlying infrastructure
• Upload content that is unlawful, harmful, or violates any third party's rights
• Use the Platform in any way that could damage, disable, or impair Helmsted's systems or other users' access
• Misrepresent AI-generated outputs as being entirely the product of human advisory judgment without appropriate disclosure

C.Communications Integration

Communications integrations are optional and receive connected data only after authorized activation. Users control the channels they connect and may request disconnection. Processing is governed by the DPA.

Each party must obtain and retain the authorizations required for its activities, including integrations, recording, automated communications, and marketing, and honor applicable revocations. General platform acceptance does not replace required feature consent. Summaries do not replace underlying records that must be preserved. Each party remains responsible for its own obligations.

A.Review of Outputs

Adviser must review and approve advice and professional materials it releases, including AI-assisted content, and remains responsible for its professional services, disclosures, supervision, and records. Direct informational client interactions do not require prior review of each response. AI outputs may be inaccurate or incomplete.

B.Regulatory Compliance

You are responsible for your own regulatory compliance, including any updates to your Form ADV, privacy notice, or written information security program in connection with adopting Helmsted. The onboarding guide Helmsted provides is a starting point; confirm your specific obligations with your CCO or compliance counsel. This includes ensuring that any client-facing communications, performance information, or testimonials produced with the Platform comply with applicable federal or state investment adviser marketing or advertising rules and applicable recordkeeping requirements.

C.AI Nature and Limitations

AI outputs may be inaccurate, incomplete, outdated, or unexpected and may not reflect a client’s circumstances. A qualified professional must verify advice and professional materials before relying on or releasing them. These limitations do not excuse Helmsted’s express duties or limit non-waivable rights.

D.Client Authorizations and New Capabilities

New capabilities remain subject to the authorizations and recordkeeping requirements in section 5.C and any additional terms disclosed before activation.

E.Third-Party Providers and Network

Helmsted may facilitate professional participation and authorized collaboration. Participation alone is not an endorsement or guarantee of a professional's services. Applicable disclosures describe any offered screening or matching service and material commercial relationships. Each professional remains responsible for qualifications, licensing, conflicts, and its engagement.

Professional business information may be used to administer and develop the network as described in the Privacy Policy. This does not authorize use of client records, privileged material, or confidential referral information for unrelated network marketing or commercial profiling. Client-specific matching, if offered, requires the applicable authorized purpose and disclosures.

The DPA governs permitted processing, security, retention, and client-directed sharing. Each party is responsible for the authority required for its processing. A firm-created record does not itself establish a separate client relationship or independent reuse rights.

Where available under separately accepted service terms, a Client Account may support continuing services and other authorized professional relationships. Ending Adviser's engagement does not itself terminate another valid relationship. Availability does not expand information rights or guarantee uninterrupted access or a future feature. Adviser maintains its required books and records; that does not reduce Helmsted's express preservation, export, or cooperation duties.

Review the DPA with your compliance team before uploading client data. During the pilot, do not rely on the Platform as your sole system of record.

A.Platform

“Helmsted Technology” means Helmsted's software, reusable tools, templates, methods, and improvements, excluding client information, firm-confidential material, and client-specific professional deliverables.

Helmsted retains its rights in Helmsted Technology. These Terms do not transfer ownership of that technology.

B.Your Data and Outputs

As between the parties, clients and firms retain their applicable rights in supplied records and client-specific deliverables. Helmsted retains its rights in Helmsted Technology. To the extent Helmsted Technology is embedded in an authorized deliverable, the recipient may use it as needed to use that deliverable; this does not grant a right to extract or commercialize the underlying technology separately. Existing rights in delivered copies remain protected.

C.Feedback

If you provide feedback about the Platform, such as suggestions, bug reports, or feature requests, you grant Helmsted a perpetual, irrevocable, royalty-free license to use and incorporate that feedback to improve and develop the Platform, without obligation or attribution. Feedback does not include Adviser Client Data.

D.Usage Data and De-identified Data

Helmsted receives the limited rights needed to provide authorized services. Service operation and improvement are permitted only as specified in DPA section 2.4. They do not authorize model training on protected information, sale of client information, or unrelated use.

The Agreement runs for the term stated in your Order. Either party may terminate at any time by written notice unless a subsequently signed paid Order expressly provides otherwise. Existing termination rights are preserved. You may request return or deletion of affected Adviser Client Data at any time under DPA section 6.2.

On termination, ordinary access under the ending relationship ceases and the DPA governs export, deletion, and restricted compliance records. Other valid relationships and surviving obligations remain effective.

Sections 7, 8, 10, 11, 12, and 14, and the DPA, survive termination.

Each party may receive non-public business, technical, or financial information of the other party in connection with the Agreement ("Confidential Information"), including pricing, product roadmaps, and platform documentation. Each party will use the other party's Confidential Information solely to perform under the Agreement and will protect it with at least the degree of care it uses for its own similar information, and no less than reasonable care. Confidential Information does not include information that is or becomes publicly available through no fault of the recipient, was known to the recipient without restriction before disclosure, is independently developed without use of the discloser's information, or is rightfully received from a third party without duty of confidentiality. Adviser Client Data is governed by the DPA, not this section. These obligations survive termination for three (3) years.

A.No Warranties

The Platform is provided "as is" and "as available." To the extent permitted by law, Helmsted disclaims all warranties, including any warranty about the Platform's fitness for a particular purpose, accuracy of outputs, or uninterrupted availability.

B.Limitation of Liability

Helmsted's total liability to you for any claim arising out of or related to the Agreement will not exceed the greater of (a) total fees paid by you to Helmsted in the twelve months preceding the claim, or (b) one hundred dollars ($100). Because a pilot is complimentary, this effectively caps Helmsted's liability at $100 during a Pilot Period. Neither party will be liable for indirect, incidental, special, consequential, or punitive damages. Nothing in the Agreement limits either party's liability for fraud, gross negligence, or willful misconduct, or any other liability that cannot be limited under applicable law.

As a further exception, the caps above do not apply to claims arising out of an Incident (as defined in the DPA) or Helmsted's breach of the DPA; for all such claims in the aggregate, Helmsted's total liability will instead be capped at the available limits of the insurance described in Section 11.D, currently two million dollars ($2,000,000).

C.Responsibility for Advice

Adviser remains responsible for the advice it delivers, including advice informed by Platform outputs. The disclaimers in section 11.A apply to AI outputs and their accuracy, subject to Helmsted's express duties and non-waivable rights. Professional review does not excuse Helmsted's own contractual or legal obligations.

D.Insurance

Helmsted maintains technology errors and omissions and cyber liability insurance with a two million dollar ($2,000,000) aggregate limit, written on a claims-made basis and subject to applicable coverage sublimits, retentions, exclusions, and policy conditions. Helmsted will maintain coverage at no less than these limits throughout the term of the Agreement and will provide a certificate of insurance at onboarding and upon written request. Helmsted will give you at least thirty (30) days' prior written notice of any cancellation or non-renewal of such coverage or, if the policy is cancelled by the insurer on shorter notice, written notice as promptly as practicable and in any event within five (5) business days after Helmsted learns of the cancellation, together with evidence of replacement coverage if obtained.

Each party remains responsible for its own obligations and conduct. Responsibility for professional advice does not excuse Helmsted's express duties or override non-waivable rights.

You will indemnify and hold Helmsted harmless from third-party claims, losses, and expenses arising out of your use of the Platform, the advice you provide to your clients, your failure to obtain required client consents, or your violation of applicable law or the Agreement. Helmsted will indemnify you against third-party claims that the Platform infringes intellectual property rights. These obligations depend on prompt notice and reasonable cooperation and are subject to the limitation of liability in Section 11.

A.Availability

We make reasonable efforts to keep the Platform available but do not guarantee uninterrupted access. The Platform may be temporarily unavailable due to maintenance, updates, or circumstances outside our control.

B.Changes to the Platform

We may update or change the Platform from time to time. We will provide reasonable advance notice of changes that materially affect your use.

C.Changes to These Terms

Helmsted provides the incorporated versions with the executed Order and retains their history. Material amendments permitted under the Agreement require at least 30 days' advance written notice to the compliance contact, identifying the changes and effective date. Adviser may terminate before they take effect as provided in the Agreement. Continued use constitutes acceptance only where permitted; required separate consent is not replaced. The Order itself requires a signed written amendment.

The Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles, and the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware. Notices may be sent by email to the addresses in the Order and are deemed received when sent, provided no delivery failure is received. If any provision is found unenforceable, the remaining provisions continue in effect. Neither party may assign the Agreement without the other's consent, except in connection with a merger, acquisition, or sale of substantially all of its assets. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, and the affected party will use reasonable efforts to resume performance promptly. The parties are independent contractors, and nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship. A party's failure to enforce any provision is not a waiver of its right to enforce that or any other provision later. Neither party will use the other party's name or logo in public communications without the other party's prior written consent.

The Agreement is for the benefit of the parties only and does not create any rights in any third party, including your clients, except that Plaid Inc. and applicable financial institutions are intended third-party beneficiaries solely to the extent expressly stated in the Plaid End Client Terms. The Order, these Terms, the DPA, and, where applicable, the Plaid End Client Terms constitute the entire agreement between the parties regarding the Platform. Nothing in the Agreement constitutes legal advice; you are encouraged to have it reviewed by your own legal counsel before signing an Order.