Terms of Service

These Terms of Service ("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").

If you are accessing the Platform under a Pilot Agreement or other written agreement with Helmsted, that agreement governs your relationship with Helmsted. These Terms supplement that agreement and govern day-to-day use of the Platform. In the event of a conflict, the Pilot Agreement or other written agreement controls.

End clients of adviser firms who access the Platform through a client-facing portal are subject to separate terms — the Client Portal User Agreement — not these Terms.

A.Account Creation

To access the Platform, your firm must have an active agreement with Helmsted and create an account. You agree to provide accurate and complete information and to keep it current.

B.Account Security

You are responsible for the security of your account credentials and for all activity that occurs under your account. Do not share login credentials with anyone outside your firm. If you believe your account has been compromised, notify us immediately at security@helmsted.ai.

C.Authorized Users

Your firm may authorize individual advisers and staff to access the Platform under your firm's account. Individual users may be subject to a first-login acceptance process in addition to this firm-level agreement. You are responsible for ensuring all authorized users comply with these Terms.

A.Permitted Use

You may use the Platform solely for your firm's internal advisory and financial services operations and to support delivery of services to your clients. Use must comply with all applicable laws and regulations, including those governing registered investment advisers.

B.Prohibited Use

You may not:

• Use the Platform to provide services to clients of another advisory firm without Helmsted's written consent
• 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.Adviser Responsibility for Outputs

All AI-generated outputs are assistive tools to support your professional judgment. You are responsible for reviewing all outputs before relying on them or sharing them with clients. Helmsted does not provide investment advice.

D.Communications Integration

Where the Platform includes integration with communications channels (email, calendar, meeting tools), Adviser is responsible for ensuring all required consents and notifications are in place for recording, transcription, and data processing in connection with those channels, including compliance with applicable recording consent laws. Adviser is also responsible for obtaining any consents required for communications it sends to its clients through the Platform, including automated, AI-generated, voice, and text message communications, and for complying with applicable communications laws such as the TCPA and CAN-SPAM.

The handling of your clients' nonpublic personal information is governed by Helmsted's Data Processing Addendum, which forms part of your agreement with Helmsted. We use client data only to provide the Platform to you, do not use it to train AI models, and maintain security measures consistent with applicable requirements for service providers.

You are responsible for ensuring you have the appropriate authority to share client information with Helmsted and for complying with your own regulatory obligations. You acknowledge that certain capabilities may receive data passively once enabled and that your data processing obligations apply from the point Helmsted begins receiving data. 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.

End clients who interact directly with the Platform through a client portal are subject to the Client Portal User Agreement. You are responsible for ensuring your clients are directed to and accept those terms before accessing the portal.

As Adviser enables additional capabilities such as account aggregation, electronic signature, or client portal interactions, Adviser is responsible for obtaining any client authorizations those capabilities require and for supervising and retaining the resulting communications and records in accordance with its regulatory obligations. Convenience features such as summaries do not replace Adviser's recordkeeping responsibilities. Adviser also authorizes Helmsted to ingest, store, and evaluate information about third-party service providers that Adviser enters into the Platform, for the purpose of developing Helmsted's provider network. Helmsted does not vet, recommend, or endorse any provider; selection is the Adviser's and its client's decision. Client information is shared with a provider only with the client's authorization, after which the provider handles it under its own terms.

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

We may update these Terms from time to time. For material changes, we will provide at least 30 days' advance notice by email or through the Platform. Continued use after the effective date constitutes acceptance.

Helmsted owns all rights in the Platform, including its software, AI models, and interfaces. These Terms do not transfer any ownership to you. You own your client data and the planning outputs generated for you through the Platform.

The Platform is provided "as is." To the extent permitted by law, Helmsted disclaims all warranties. Helmsted's liability to you is limited as described in your Pilot Agreement or other written agreement with Helmsted.

Nothing in these Terms limits liability for fraud, gross negligence, willful misconduct, or any liability that cannot be limited under applicable law.

You agree to 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 these Terms. Helmsted will indemnify you against third-party claims that the Platform infringes intellectual property rights. Each party's obligations under this section depend on prompt notice and reasonable cooperation, and are subject to the limitations of liability in your Pilot Agreement or other written agreement with Helmsted.

These Terms are governed by the laws of the State of Delaware. If any provision is found unenforceable, the remaining provisions continue in effect. These Terms, together with your Pilot Agreement or other written agreement and the DPA, constitute the entire agreement regarding the Platform. Neither party may assign these Terms 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.