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. Strategic Holdings, LLC, a Connecticut 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.
• "Advisor Link" means a unique tracking link that a Manager generates through the Services for a specific Advisor and sends to that Advisor itself, enabling attribution of that Advisor's engagement with the Manager's own content.
• "Engagement Data" means data generated when an Advisor uses an Advisor Link or otherwise engages with a Manager's content, including page visits, video plays and completions, downloads, comparisons, and conversation requests, together with any "Engagement Score," level, or suggested next-step derived from that activity for the Manager's use.

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.

Certain features measure how Advisors engage with a Manager's own content and present that information to the Manager, including through Advisor Links, Engagement Scores, engagement levels, and suggested sales next-steps ("Engagement Tools"). The Engagement Tools are marketing-analytics tools for the Manager's own use. They reflect observed engagement only; they are not investment advice, a recommendation, or an assessment of any security, and they are not a prediction that any Advisor will or should invest. Suggested next-steps are sales-workflow prompts for the Manager's team and are not directed to any Advisor or investor. Atlas does not itself contact, solicit, qualify, or evaluate Advisors or investors; the Manager decides whether and how to act on Engagement Data.

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 visibility in advisor-initiated search and discovery. Any enhanced visibility is promotional placement only: it is clearly identifiable as such, does not reorder results by investment merit, and is not a recommendation, endorsement, ranking, or assessment of suitability by Atlas. The default ordering of the Strategy Library is neutral and driven by the advisor's own search and filters, and all participating Managers remain discoverable regardless of Tier.

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.
7. For each Advisor to whom the Manager sends an Advisor Link, the Manager has a pre-existing business relationship with that Advisor and has, and will maintain, a lawful basis and any notice or consent required to send the link to, and to track and score the engagement of, that Advisor; and the Manager's use of Advisor Links and Engagement Data complies with all applicable privacy and communications laws (including, as applicable, CAN-SPAM, TCPA, the CCPA/CPRA and other U.S. state privacy laws, and the EU/UK GDPR).
8. The Manager will publish, and permit to be displayed on the public or discoverable portions of the Services, only content relating to: (a) investment companies registered with the U.S. Securities and Exchange Commission (for example, mutual funds and exchange-traded funds registered under the Investment Company Act of 1940); (b) bank-maintained collective investment trusts ("CITs") maintained in reliance on Section 3(c)(11) of the Investment Company Act and Section 3(a)(2) of the Securities Act, provided such content is directed to retirement-plan fiduciaries, advisors, and consultants and includes the eligibility and regulatory disclosures customary for such vehicles (including that CITs are not FDIC-insured, are not registered with the SEC, and are available only to eligible qualified retirement plans); and (c) investment strategies that may lawfully be marketed to the general public. The Manager will not publish, upload, or link to materials relating to any private placement or other unregistered offering whose exemption restricts general solicitation or general advertising, including any offering conducted in reliance on Rule 506(b) or Rule 506(c) of Regulation D.
9. The Manager's participation in and use of the Services, including the listing and public discoverability of its strategies in the Strategy Library, complies with the securities-offering rules applicable to those strategies. The Manager is solely responsible for determining whether public listing of any offering is consistent with the exemption or registration it relies on, and the Manager will not use the public or discoverable portions of the Services in a manner that constitutes prohibited general solicitation or general advertising for any offering not permitted to be marketed that way (for example, an offering conducted under Rule 506(b) of Regulation D).

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 are offered; an annual term, if selected, is billed annually in advance at ten (10) times the monthly rate (i.e., two months free) for the selected Tier, as described at sign-up.
• Payment. Fees are processed through Stripe, our third-party payment processor, by business credit or debit card or by ACH bank debit, on Stripe's hosted checkout page. By completing checkout, you authorize Atlas (via Stripe) to charge your selected payment method on a recurring basis for each billing cycle until the Membership is cancelled. Card details and bank credentials are entered on the processor's page and are not stored by Atlas.
• 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. For annual Memberships, Atlas will send a renewal reminder by email in advance of the renewal date.
• Price changes. Atlas may change fees on renewal with at least thirty (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 emailing info@atlassignalis.com (or through any self-service cancellation method Atlas makes available). Cancellation stops the next renewal; it does not shorten or refund the current paid period. Except where required by law or expressly provided in Section 5 (materially reduced features), fees already paid are non-refundable, including the unused portion of an annual term.

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 ten (10) days' notice. 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; (g) send an Advisor Link to any person with whom the Manager lacks a pre-existing business relationship or the notice or consent required to track them, or otherwise use Engagement Data in violation of applicable privacy law; or (h) use Engagement Data to take, or to make decisions producing legal or similarly significant effects concerning, any individual in violation of law.

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.

Engagement Data generated through Advisor Links is made available to the relevant Manager and is processed by Atlas on the Manager's behalf to provide the Services. With respect to Inquiry Data and Engagement Data that constitute personal information, the Manager acts as the controller/business and Atlas acts as its service provider/processor: Atlas will process such personal information only to provide the Services, will not "sell" or "share" it or use it for cross-context behavioral advertising, and will handle it as described in the Privacy Policy and the Data Processing Addendum, which are incorporated by reference. The Manager will use Engagement Data only for its own follow-up with the relevant Advisors and in compliance with applicable privacy and communications laws.

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, including any claim of an unregistered offering or prohibited general solicitation; (c) the Manager's breach of this Agreement or of applicable law; or (d) the Manager's use of Inquiry Data or Engagement Data, including any Advisor Link it sends and any privacy or communications-law claim relating to its tracking of Advisors.

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 fifteen (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, generally ten (10) 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 Connecticut, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Connecticut for any dispute arising out of or relating to this Agreement. 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. Any custom or individually negotiated engagement 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. 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.