Membership Agreement

This agreement is between Advisor Legacy, Inc. ("Advisor Legacy") and the person or organization that accepts it ("Member"). If you accept for an organization, you confirm that you have authority to bind that organization. By accepting electronically, you agree to these terms. Advisor Legacy may keep a record of your acceptance, including the version accepted, date, time, account information, and IP address.

Legacy Choice is a technology-enabled marketplace and managed process that helps financial advisors and firms explore the purchase and sale of financial advisory practices. Advisor Legacy may provide listings, introductions, communications, process coordination, diligence support, and other services connected with a potential practice sale.

This Membership Agreement applies to your general participation in Legacy Choice. If you hire Advisor Legacy to market and facilitate the sale of your practice, you will also sign a separate Seller Participation Agreement. Paid memberships or other optional services may have a separate order or addendum.

Advisor Legacy decides which opportunities, information, users, and features are available to each Member. Membership levels may have different participation rights. A basic profile or listing notification does not automatically give a Member the right to express interest, submit a bid, or participate in every opportunity.

Advisor Legacy may approve, limit, suspend, or end access when reasonably necessary to protect Members, confidential information, marketplace integrity, security, or compliance with these terms.

Keep your profile and other information complete, current, and accurate. This includes information about your identity, ownership, professional affiliations, licensing or regulatory status, experience, financial capacity, and acquisition preferences when relevant. Update material changes promptly and complete any annual certification Advisor Legacy requires.

Participate in good faith, follow reasonable process instructions and deadlines, protect confidential information, obtain any approvals required by your broker-dealer, RIA, custodian, lender, employer, regulator, or other institution, and pay fees when due.

Buyers and sellers make their own decisions about whether to participate in an opportunity, share information, conduct interviews, submit or accept an offer, agree on price or terms, or complete a sale. Advisor Legacy may organize, screen, summarize, compare, and relay information, but Members are responsible for their own legal, tax, accounting, regulatory, financial, operational, and cultural diligence.

Information supplied by Members or third parties may be incomplete or inaccurate. Each Member is responsible for independently verifying information that matters to its decision.

Expressions of interest, bids, proposals, profiles, marketplace messages, indications of value, and term sheets are nonbinding unless they clearly say otherwise and satisfy applicable contract requirements. Final rights and obligations arise from agreements signed by the parties to the transaction.

Information you receive through Legacy Choice is confidential and may be used only to evaluate, finance, advise on, facilitate, or complete the opportunity for which it was provided.

Confidential information includes buyer and seller identities, practice information, financial and valuation information, bids, diligence materials, transaction terms, marketplace activity, communications, and Advisor Legacy’s business methods and materials.

You may share confidential information only with owners, employees, attorneys, accountants, compliance professionals, financing sources, and other advisers who need the information for the opportunity and who are expected to keep it confidential.

You may not:

• Use marketplace information to build prospect lists or databases;
• Solicit another Member’s clients or employees outside the authorized process;
• Create competing products or services using marketplace information;
• Scrape, harvest, or commercially exploit marketplace information; or
• Submit confidential marketplace information to an unauthorized public, shared, or third-party AI or analytics system.

Use reasonable safeguards to protect confidential information and promptly notify Advisor Legacy of any actual or suspected unauthorized access, use, or disclosure.

These confidentiality obligations continue for five years after disclosure or termination of membership. Information that becomes public through no breach of this Agreement, was already lawfully known, was received lawfully from another source, or was independently developed is not confidential information.

If Legacy Choice introduces you to a buyer, seller, practice, or opportunity, do not use that introduction to avoid Advisor Legacy or fees that would otherwise apply. This protection applies while you are a Member and for 24 months after your membership ends. It also applies if the sale is completed through an affiliate, owner, successor, acquisition entity, or another intermediary.

If you purchase a practice introduced through Legacy Choice, you will pay Advisor Legacy a buyer transaction fee equal to 1.00% of Transaction Value, unless a signed addendum states otherwise.

The buyer transaction fee is fully earned, nonrefundable, and due in full when the Transaction closes.

Advisor Legacy may separately receive a Success Fee from the seller. The two fees compensate Advisor Legacy for different services and do not offset one another.

Exhibit A contains the definitions, valuation methods, payment procedures, late-payment provisions, and other terms that apply to the buyer transaction fee.

Paid memberships and optional services will be described in a separate order or addendum that states the price, billing terms, renewal or cancellation terms, and what is included. If that document conflicts with this Agreement about the specific service, the separate order or addendum controls for that service.

Advisor Legacy and each Member are independent parties. This Agreement does not create an agency, partnership, joint venture, employment, franchise, fiduciary, attorney-client, or trustee relationship. No Member may bind Advisor Legacy or another Member. Advisor Legacy provides marketplace and transaction-facilitation services and does not perform work that applicable law reserves to a licensed professional.

This Agreement begins when you accept it and continues until you or Advisor Legacy ends it by written notice. Advisor Legacy may immediately suspend or end access for a confidentiality or security breach, circumvention, material misrepresentation, unlawful conduct, nonpayment, failure to complete required certification, or conduct that threatens Members or marketplace integrity.

Ending membership stops future access but does not erase obligations that arose before termination. Confidentiality, restricted use, non-circumvention, fees, disclaimers, liability limits, indemnification, dispute provisions, and other terms that are intended to survive will continue.

Use of Legacy Choice technology is also governed by the Legacy Choice Platform Terms of Use and Privacy Notice. A signed Seller Participation Agreement or opportunity-specific addendum controls for its subject matter. This Membership Agreement controls over the Platform Terms on membership, confidentiality, restricted use, non-circumvention, buyer fees, and transaction-related matters.

Legacy Choice and related services are provided "as is" and "as available," except for obligations expressly stated in an applicable agreement. Advisor Legacy does not guarantee that a Member will receive access to an opportunity, be selected by another Member, obtain financing or regulatory approval, achieve a particular valuation, or complete a sale. Advisor Legacy also does not guarantee that Member-supplied information is accurate or that the platform will always be uninterrupted or error-free.

To the maximum extent permitted by law, neither Advisor Legacy nor a Member is liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, data, business opportunity, or expected savings. Except for payment obligations, confidentiality or restricted-use breaches, circumvention, indemnification obligations, intellectual-property misuse, fraud, willful misconduct, or liability that cannot legally be limited, each party's total liability will not exceed the greater of $5,000 or the fees paid or payable to Advisor Legacy under this Agreement.

You will defend, indemnify, and hold harmless Advisor Legacy and its affiliates, officers, directors, employees, contractors, and agents from third-party claims arising from information or content you provide, your breach of this Agreement, your violation of law or third-party rights, your misuse of another Member's information, or your proposed or completed transaction, except to the extent caused by Advisor Legacy's gross negligence or willful misconduct. Advisor Legacy will provide reasonable notice and cooperation. You may not settle a claim in a way that admits wrongdoing by, or imposes a nonmonetary obligation on, an indemnified party without written consent.

Michigan law governs this Agreement. Before filing a claim, the parties will try in good faith to resolve the dispute through an executive-level conference within 15 business days after written request. If the dispute is not resolved, the parties consent to exclusive jurisdiction in the state courts in Oakland County, Michigan, and the United States District Court for the Eastern District of Michigan. Each party waives trial by jury to the maximum extent permitted by law.

You may not assign this Agreement without Advisor Legacy's written consent. Advisor Legacy may assign it to an affiliate or successor to Legacy Choice. If a provision is unenforceable, it will be modified only as much as necessary and the rest of the Agreement will remain effective. A waiver applies only to the specific instance. Electronic acceptance has the same effect as a handwritten signature to the extent permitted by law.

Advisor Legacy may present an updated Agreement for electronic acceptance when material changes are made. An update does not eliminate obligations arising from opportunities accessed or conduct occurring under a prior accepted version.

Formal notices under this Agreement must be in writing and may be delivered personally, by nationally recognized overnight courier, certified mail, or email with confirmation of transmission to the contact information associated with the Member's account or otherwise provided by either party. Email received after 5:00 p.m. Eastern Time is treated as received the next business day.