Platform Terms of Use & Services Agreement

1. Agreement & Acceptance

These Platform Terms of Use and Services Agreement (the "Agreement") are entered into by and between Ward & Co. Investment Holdings, LLC, a [State] limited liability company doing business as Atlas Signalis ("Atlas"), and the asset management firm that registers for a Membership (the "Manager," "you," or "your"). This Agreement governs Membership Tiers 1 through 3.

By checking the acceptance box, clicking "Start My Membership," submitting payment, or otherwise accessing or using the Services, the individual accepting represents that they are authorized to bind the Manager, and the Manager agrees to be bound by this Agreement. If you do not agree, do not register for or use the Services.

2. Definitions

• "Services" means the Atlas platform, websites, the Strategy Library, manager pages, hosting and display of Manager Content, and the features made available with the Manager's Membership Tier.
• "Membership" means the paid subscription to a Tier (1, 2, or 3) described at sign-up and on the For Asset Managers page.
• "Manager Content" means all materials the Manager provides, links, or authorizes for display, including firm and strategy descriptions, videos, fact sheets, commentary, logos, contact details, strategy classifications, expense and benchmark information, platform availability, and any other data or media.
• "Strategy Library" means the advisor-facing catalog in which strategies are listed and searchable.
• "Advisor" means a financial professional or other user who accesses the Services.
• "Inquiry Data" means information submitted by Advisors or prospects through the Services, including introduction requests and strategy requests.

3. Nature of the Platform; What Atlas Is and Is Not

This Section is fundamental to the Agreement and to the basis on which the parties deal.

Atlas is a marketing and technology platform. Atlas provides digital presence, content hosting, and discovery tools that help Managers present their firms and strategies to Advisors who choose to use the Services.

Atlas is not, and does not act as: (a) a broker-dealer; (b) an investment adviser or a solicitor for an investment adviser; (c) a fiduciary to any Manager, Advisor, plan, or investor; (d) a placement agent or distributor of securities; or (e) a finder compensated for the sale of securities or for assets raised.

Membership fees are paid solely for marketing presence, content hosting, and access to platform technology and features. Fees are not contingent on, calculated by reference to, or paid in exchange for any investment, subscription, allocation, sale of securities, or assets under management. Atlas does not solicit investments, does not recommend or endorse any Manager, strategy, or security, and does not provide investment, legal, tax, or accounting advice to any person.

Atlas does not represent that use of the Services will result in any introductions, leads, inflows, sales, or assets under management, and makes no assurance of any business outcome.

Atlas operates as a neutral venue that connects Managers and Advisors. Atlas does not conduct outbound marketing, solicitation, or promotion of any Manager or strategy on a Manager's behalf, and does not send communications to Advisors on a Manager's behalf. Advisors access and request information at their own initiative. Any communications a Manager sends to an Advisor are sent by the Manager, not by Atlas.

4. Eligibility & Account Registration

The Services are offered to asset management firms and their authorized personnel for business purposes only. By registering, you represent that: (a) you are at least 18 years old and authorized to act for the Manager; (b) the Manager is a duly organized entity in good standing; and (c) the Manager and its relevant personnel hold the registrations, licenses, and authorizations required to offer and market the strategies submitted.

You are responsible for the accuracy of registration information and for maintaining the confidentiality of account credentials and for all activity under the account.

5. The Services & Membership Tiers

Atlas will make available the features corresponding to the Manager's selected Tier, as described at sign-up and on the For Asset Managers page, which is incorporated by reference. Tier features may include a firm page, strategy listings in the Strategy Library, hosting of videos and materials, contact display, and (for higher Tiers) enhanced on-platform placement and visibility in advisor-initiated search and discovery.

Any "placement," "visibility," "priority," or similar feature means on-platform positioning and prominence within the Services in response to Advisor-initiated browsing and search only. It does not involve outbound marketing, promotion, or email on the Manager's behalf, and it does not constitute a recommendation, endorsement, rating, or assessment of suitability by Atlas, or the solicitation or sale of any security.

Atlas may add, modify, or discontinue features from time to time, provided that Atlas will not materially reduce the core features of a paid Tier during a paid term without offering a reasonably comparable alternative or a pro-rated refund of the affected period.

6. Manager Content & License

As between the parties, the Manager owns all right, title, and interest in Manager Content. The Manager grants Atlas a non-exclusive, worldwide, royalty-free license to host, store, reproduce, display, format, and reformat for display Manager Content on and in connection with operating the Services and presenting it to Advisors who access the Services, for the term of the Membership and for a reasonable wind-down period as needed to remove the content. This license is for displaying Manager Content on the Services; it does not authorize Atlas to conduct outbound marketing or promotion of the Manager or its strategies on the Manager's behalf.

Atlas may make non-substantive formatting changes for presentation and consistency. Atlas will not materially alter the substance of Manager Content without the Manager's consent.

7. Manager Representations & Compliance Responsibility

The Manager is solely responsible for the regulatory compliance of all Manager Content. This Section is material to Atlas's agreement to provide the Services.

The Manager represents, warrants, and covenants that:

1. It owns or has all rights necessary to provide the Manager Content and to grant the license above, and the Manager Content does not infringe or misappropriate any third party's rights.
2. All Manager Content is, and will remain, accurate and not misleading, and complies with all applicable laws, rules, and regulations, including as applicable the rules of the U.S. Securities and Exchange Commission (including the Investment Advisers Act marketing rule, where applicable), FINRA, and other regulators having authority over the Manager.
3. All Manager Content has been reviewed and approved by the Manager's own compliance function (or qualified compliance resource) before submission, to the extent such review is required of the Manager.
4. Any performance information, if provided, is presented in compliance with applicable rules and includes all disclosures the Manager is required to make; Atlas does not require or solicit performance information.
5. Any testimonials, endorsements, third-party ratings, or awards, if provided, comply with applicable rules, including required disclosures.
6. The Manager will promptly update or remove Manager Content that becomes inaccurate, outdated, or non-compliant, and will notify Atlas if any displayed content must be corrected or withdrawn.

Atlas does not draft, review, verify, endorse, or approve Manager Content for regulatory compliance, accuracy, or suitability, and has no obligation to do so. Any guidance Atlas offers (for example, best-practices materials) is general and does not constitute compliance review or legal advice.

8. Accuracy of Listings & Manager-Supplied Data

Strategy classifications (including style-box and category designations), expense figures, benchmarks, minimums, holdings counts, platform availability, assets under management, personnel, and similar data displayed in the Strategy Library and on manager pages are supplied by the Manager and displayed by Atlas "as provided." The Manager is responsible for the accuracy and currency of this data.

Atlas displays such information for organizational and informational purposes only. It does not represent any independent verification, and it is not a recommendation, endorsement, or assessment of suitability by Atlas. The Manager acknowledges that classifications are self-asserted by the Manager.

9. Fees, Billing, Term & Renewal

• Fees. The Manager will pay the fees for the selected Tier and billing cycle shown at sign-up. Monthly and annual options may be offered; an annual term, if selected, is billed as described at sign-up [confirm annual = 10× monthly per current pricing].
• Payment. Fees are processed through our third-party payment processor [Stripe]. You authorize recurring charges to your selected payment method for each billing cycle until cancelled. [Confirm ACH/card terms, surcharges if any, and authorization language required by processor.]
• Taxes. Fees are exclusive of applicable taxes, which are the Manager's responsibility except for taxes on Atlas's net income.
• Term & auto-renewal. Memberships begin on acceptance and renew automatically for successive periods (monthly or annual, as selected) unless cancelled before the renewal date. [Confirm renewal-notice requirements under applicable auto-renewal laws, e.g., advance email notice for annual terms.]
• Price changes. Atlas may change fees on renewal with at least [30] days' prior notice; changes do not affect the current paid term.

10. Cancellation, Refunds & Non-Payment

The Manager may cancel at any time, effective at the end of the then-current billing period, by [method — account setting / email to info@atlassignalis.com]. Unless required by law or expressly stated, fees are [non-refundable / refundable on the following basis: ___]. [Confirm refund policy.]

If a charge fails or an account is past due, Atlas may suspend the Membership and remove or hide Manager Content until payment is resolved, after [notice period]. Atlas may terminate for non-payment as set out in Section 19.

11. Acceptable Use

The Manager will not, and will not permit others to: (a) submit content that is unlawful, infringing, false, or misleading; (b) impersonate any person or misrepresent an affiliation; (c) upload malware or attempt to disrupt, probe, or gain unauthorized access to the Services; (d) scrape or harvest data from the Services except as expressly permitted; (e) use the Services to offer or sell securities in violation of applicable law; or (f) use the Services in a manner inconsistent with Section 3.

12. Atlas Rights; Editorial Control

Atlas may review, decline, edit for format, suspend, or remove any Manager Content or listing at its discretion, including content Atlas believes may be inaccurate, non-compliant, infringing, or inconsistent with the Services' positioning or quality standards. Atlas is not obligated to monitor Manager Content, and its right to act does not create a duty to do so or any liability for content it does not act on.

13. Data, Inquiries & Privacy

Inquiry Data generated through the Services (such as Advisor introduction requests and strategy requests) may be shared with the relevant Manager to facilitate the connection and may also be used by Atlas in aggregated or de-identified form to operate and improve the Services and to inform which strategies and managers are added. The handling of personal information is described in the Privacy Policy, incorporated by reference.

The Manager will use Inquiry Data only to respond to the relevant inquiry and in compliance with applicable privacy and communications laws (including, as applicable, CAN-SPAM, TCPA, and state privacy laws), and not for unrelated solicitation.

14. Intellectual Property

Atlas owns all right, title, and interest in the Services and in the Atlas and Signalis names, logos, and platform technology, excluding Manager Content. No rights are granted except the limited right to use the Services per this Agreement. Feedback the Manager provides may be used by Atlas without restriction or obligation.

15. Confidentiality

Each party may receive non-public information of the other. The receiving party will use it only to perform under this Agreement and protect it with reasonable care. This does not apply to information that is public, independently developed, or rightfully received from a third party, or to disclosures required by law or regulator (with notice where lawful). Manager Content intended for display is not confidential.

16. Disclaimers of Warranties

The Services are provided "as is" and "as available." To the maximum extent permitted by law, Atlas disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage. Atlas does not warrant that the Services will be uninterrupted, error-free, or secure, or that any business result will be achieved. Atlas makes no representation regarding Manager Content or any Manager, strategy, or security.

17. Limitation of Liability

To the maximum extent permitted by law: (a) neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill; and (b) Atlas's total aggregate liability arising out of or relating to this Agreement will not exceed the fees paid by the Manager to Atlas in the [twelve (12)] months preceding the event giving rise to the claim.

These limitations do not apply to the Manager's indemnification obligations, a party's breach of confidentiality, or liability that cannot be limited by law.

18. Indemnification

The Manager will defend, indemnify, and hold harmless Atlas and its members, officers, employees, and agents from and against any third-party claims, and any resulting losses, liabilities, damages, costs, and reasonable attorneys' fees, arising out of or relating to: (a) Manager Content, including any claim that it is inaccurate, misleading, non-compliant, or infringing; (b) the Manager's offer, marketing, or sale of any strategy or security; (c) the Manager's breach of this Agreement or of applicable law; or (d) the Manager's use of Inquiry Data.

Atlas will defend, indemnify, and hold harmless the Manager from third-party claims that the Atlas platform technology (excluding Manager Content) infringes such third party's U.S. intellectual property rights, subject to the limitations in Section 17.

The indemnified party will give prompt notice, reasonable cooperation, and control of the defense to the indemnifying party (with the right to participate with its own counsel); no settlement imposing obligations on the indemnified party may be made without its consent.

19. Term & Termination; Takedown

This Agreement applies while the Membership is active. Either party may terminate for the other's material breach not cured within [15] days of notice. Atlas may suspend or terminate immediately for non-payment, for conduct that may create legal or regulatory risk, or for breach of Sections 3, 7, or 11.

On termination, the Manager's access ends and Atlas will remove the Manager's page and listings within a commercially reasonable period [target: __ business days]. Sections concerning ownership, representations made, accuracy of prior content, fees accrued, confidentiality, disclaimers, limitation of liability, indemnification, and governing law survive termination.

20. Independent Parties; No Agency

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, fiduciary, or agency relationship. Neither party may bind the other. Atlas does not act as agent for the Manager in offering or selling any security and is not authorized to make representations on the Manager's behalf beyond displaying Manager Content as provided.

21. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of [Governing State], without regard to conflict-of-laws rules. [Select one: the parties submit to the exclusive jurisdiction of the state and federal courts located in [County, State]] OR [any dispute will be resolved by binding arbitration administered by [AAA/JAMS] under its [Commercial] Rules in [Seat], with class-action waiver]. The prevailing party may recover reasonable attorneys' fees to the extent permitted by law. Each party waives trial by jury to the extent permitted by law.

22. Changes to These Terms

Atlas may update this Agreement. For material changes, Atlas will provide notice (for example, by email or in-product notice) before the changes take effect. Continued use after the effective date constitutes acceptance. If the Manager does not agree to a material change, the Manager's sole remedy is to cancel before the change takes effect. Atlas will retain prior versions and the version in effect at each Manager's acceptance.

23. Miscellaneous

• Entire agreement. This Agreement, plus the Tier descriptions and Privacy Policy incorporated by reference, is the entire agreement for Tiers 1–3 and supersedes prior understandings. Tier 4 is governed by a separate signed agreement.
• Order of precedence. If there is a conflict, a separately signed written agreement controls over these Terms, which control over the website Tier descriptions.
• Assignment. The Manager may not assign without Atlas's consent; Atlas may assign to an affiliate or successor in connection with a reorganization or sale.
• Severability; waiver. If a provision is unenforceable, the rest remains in effect. No waiver is effective unless in writing.
• Notices. Notices to Atlas: [info@atlassignalis.com / address]. Notices to the Manager: the email on the account.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
• Headings. Headings are for convenience only.

Acceptance

By checking the acceptance box and proceeding at sign-up, the Manager acknowledges that it has read, understood, and agrees to this Agreement, and that the person accepting is authorized to bind the Manager.