Terms of Service

01Introduction

These Terms of Service ("Terms") govern your access to and use of the AUM Pulse software-as-a-service platform ("AUM Pulse" or the "Service") provided by AUM Pulse, Inc., an Arizona corporation ("AUM Pulse," "we," "us," "our").

AUM Pulse is a pre-call intelligence platform for independent financial advisors. The Service joins prospect meetings as a named participant, synthesizes a structured pre-call brief from each conversation, and surfaces relationship intelligence on the advisor's prospect record for the next meeting.

These Terms bind the individual or entity accepting them ("Customer," "you," "your") and AUM Pulse. Acceptance occurs upon the earliest of: (a) clicking "I agree" or an equivalent affirmation in the AUM Pulse sign-up flow; (b) executing an order form, side letter, or similar written agreement that references these Terms; or (c) first accessing or using the Service.

Where the Customer is a registered investment adviser firm or a multi-advisor practice, the Customer is the firm. Where the Customer is a sole-practitioner advisor operating without an employing firm, the Customer is that advisor. Individual users of the Customer's account are referred to as "Advisors."

02The Service

2.1 Scope

AUM Pulse provides the Service as a hosted application accessible to authenticated Advisors over the internet. The Service includes meeting-bot creation via Recall.ai, synthesis of meeting transcripts via Anthropic's Claude API, the synthesized pre-call brief, the Vital™ relationship-health metric, the prospect record and its associated claim arrays, and the advisor-correction audit trail.

AUM Pulse may add, modify, or remove features as the Service evolves. Material reductions in functionality that affect the core synthesis pipeline will be communicated to Customers in advance through the application or by email.

2.2 Service level

AUM Pulse is in alpha during the founding member period. AUM Pulse will use reasonable efforts to maintain the availability and performance of the Service. No specific uptime percentage, response-time target, or service-level credit is committed during the alpha period. The Service is provided AS IS for purposes of the warranty disclaimer in Section 9.

2.3 Updates and maintenance

AUM Pulse delivers updates through standard SaaS deployment. Customers are not required to install software. Scheduled maintenance is performed during off-peak windows where practicable. Emergency maintenance may be performed at any time to address security, data integrity, or availability issues.

03Accounts and Acceptable Use

3.1 Account access

Each Advisor receives an authenticated session managed by Supabase Auth. The Customer is responsible for: (a) designating which Advisors are authorized to access the account; (b) ensuring each Advisor maintains the confidentiality of their credentials; (c) all activity that occurs under each Advisor's session; and (d) promptly notifying AUM Pulse of any suspected unauthorized access.

3.2 Acceptable use

The Customer and its Advisors will not, and will not permit any third party to:

• access or use the Service in violation of applicable law, including federal and state securities laws, anti-money-laundering rules, sanctions regulations, and recording-consent laws;
• use the Service to process data the Customer is not authorized to process;
• circumvent or attempt to circumvent the Service's access controls, including the row-level-security policies described in Section 7 of the Privacy Policy;
• reverse-engineer, decompile, or disassemble the Service, except to the extent applicable law permits notwithstanding this restriction;
• resell, sublicense, or otherwise make the Service available to third parties on a service-bureau basis;
• use the Service to send unsolicited communications or transmit content that violates third-party rights;
• introduce malicious code, conduct security probing without prior written authorization, or otherwise interfere with the operation of the Service; or
• use the Service to develop, train, or improve a competing meeting-intelligence, transcript-synthesis, or advisor-workflow product.

3.3 Customer responsibilities at the meeting layer

Recording-consent compliance at the prospect meeting layer is the Customer's responsibility. AUM Pulse provides the named-participant pattern and the meeting platform's native recording notification. The Customer is responsible for pre-meeting disclosure to the prospect and for compliance with applicable jurisdictional rules, including all-party-consent state rules where they apply.

04Subscription, Fees, and Payment

4.1 Subscription fees

Subscription fees are as agreed in writing between AUM Pulse and the Customer in the applicable order form, side letter, sign-up confirmation, or other written record (collectively, the "Order"). The Order identifies the subscription tier, the number of Advisor seats included, the subscription fee, and the billing frequency.

4.2 Founding member pricing

For Customers who join during the founding member period and accept an Order specifying a founding member rate, the following rate structure applies:

The founding member rate, once accepted in an Order, is locked for the life of the Customer's account, subject only to: (a) changes in the number of Advisor seats; (b) Customer-initiated upgrades; and (c) termination of the account. After the founding member cohort fills, AUM Pulse may set standard pricing at higher rates.

4.3 Free trial

AUM Pulse may offer a free trial of the Service for up to thirty (30) days. During the trial, no subscription fee is charged. At the end of the trial, the subscription fee specified in the Order becomes due. Customers may terminate before the trial ends and avoid any subscription fee.

4.4 Billing and payment

Subscription fees are billed annually in advance unless the Order specifies otherwise. Fees are payable in U.S. dollars within thirty (30) days of invoice date. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. AUM Pulse may suspend access if fees remain unpaid more than thirty (30) days past due, after written notice and a reasonable opportunity to cure.

4.5 Taxes

Fees are exclusive of sales, use, value-added, and other transactional taxes. The Customer is responsible for all such taxes other than taxes on AUM Pulse's net income.

05AI-Output Disclaimer

The synthesized output is not investment advice, not a recommendation, not a directive, not a clinical or diagnostic assessment, and not a substitute for the Advisor's own analysis, judgment, supervision, or fiduciary responsibility. AUM Pulse is not a registered investment adviser, broker-dealer, attorney, accountant, or tax adviser.

Synthesized output may contain errors, omissions, mischaracterizations, or misinterpretations that may not be apparent on inspection. The Advisor is expected to verify each synthesized claim against their own knowledge of the prospect before relying on the output to inform any client-facing action.

The Customer and its Advisors retain full responsibility for all decisions about, recommendations to, and communications with their clients and prospects. The Customer's reliance on synthesized output without independent verification is not a basis for any claim against AUM Pulse.

This Section is read together with Section 3 of the Privacy Policy, which contains the same substantive disclaimer in the compliance-disclosure register.

06Intellectual Property and Confidentiality

6.1 AUM Pulse IP

AUM Pulse retains all right, title, and interest in and to the Service, including the application code, the synthesis prompt and pipeline, the database schema, the data architecture and processing flow, and the trademarks and trade names "AUM Pulse," "Cadence™," "Vital™," "AUM Pulse Assistant," and all derivatives, improvements, and modifications thereto. Nothing in these Terms transfers any of AUM Pulse's intellectual property rights to the Customer.

Subject to compliance with these Terms and payment of all applicable fees, AUM Pulse grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Term solely for the Customer's internal business purposes.

6.2 Customer data

The Customer retains all right, title, and interest in and to the data the Customer or its Advisors submit to or generate within the Service ("Customer Data"). The Customer grants AUM Pulse a non-exclusive license to host, process, and transmit Customer Data to the extent necessary to provide the Service.

AUM Pulse does not use Customer Data — including any meeting transcript content, synthesized claim, advisor-correction event, or other Customer-derived signal — to train, fine-tune, or improve any AI model, whether AUM Pulse's own or any third party's. AUM Pulse does not sell Customer Data and does not share Customer Data with third parties for advertising or marketing.

6.3 Confidentiality

Each party may disclose to the other party information that is confidential or proprietary ("Confidential Information"). The receiving party will: (a) use the Confidential Information only as necessary to perform under these Terms; (b) protect it with at least the same degree of care it uses to protect its own confidential information, and not less than reasonable care; and (c) not disclose it to any third party except to employees, contractors, and agents with a need to know and bound by equivalent confidentiality obligations.

Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was lawfully known to the receiving party without restriction prior to disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is rightfully received from a third party without restriction. Customer Data is treated as the Customer's Confidential Information regardless of marking.

07Term and Termination

7.1 Term

These Terms become effective on the date of the Customer's acceptance and continue until terminated as provided in this Section. Unless the Order specifies otherwise, each Subscription Term automatically renews for additional one-year periods unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

7.2 Termination for cause

Either party may terminate these Terms for cause if the other party: (a) materially breaches these Terms and fails to cure the breach within thirty (30) days after written notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or has a bankruptcy petition filed against it.

AUM Pulse may terminate or suspend the Customer's access immediately, upon written notice, where the Customer's continued use creates a material risk to AUM Pulse, its other Customers, or its subprocessors.

7.3 Termination for convenience

The Customer may terminate for convenience at any time on thirty (30) days' written notice; however, prepaid subscription fees are non-refundable except where applicable law requires otherwise or where AUM Pulse has terminated for its own convenience.

AUM Pulse may terminate for convenience on ninety (90) days' written notice. If AUM Pulse terminates for convenience, AUM Pulse will refund any prepaid fees for the period after the effective date of termination.

7.4 Effect of termination

Upon termination or expiration:

• the Customer's access to the Service ends;
• AUM Pulse's data-return and deletion obligations are governed by the Data Processing Agreement and by Section 6 of the Privacy Policy;
• each party's confidentiality obligations under Section 6.3 survive for the duration the Confidential Information remains confidential;
• the advisor-correction audit trail is retained consistent with SEC Rule 204-2(a)(11); and
• the provisions of these Terms that by their nature should survive termination (including Sections 4 with respect to accrued fees, 5, 6, 8, 9, 10, 11, and 12) survive.

08Indemnification

8.1 By AUM Pulse

AUM Pulse will defend the Customer against any third-party claim alleging that the Customer's use of the Service as permitted by these Terms infringes a U.S. patent issued as of the date of acceptance, a U.S. copyright, or a U.S. trademark, and will indemnify the Customer against damages and reasonable costs finally awarded or agreed in settlement. AUM Pulse has no obligation under this Section to the extent the claim arises from modifications not made by AUM Pulse, combination of the Service with third-party products, the Customer's violation of these Terms, or Customer Data.

If the Service becomes the subject of an infringement claim, AUM Pulse may, at its option: (a) procure the right to continue using the Service; (b) modify the Service so it is non-infringing; or (c) terminate these Terms and refund any prepaid fees for the remaining period. This Section states AUM Pulse's entire liability for third-party intellectual property claims.

8.2 By Customer

The Customer will defend AUM Pulse against any third-party claim arising from: (a) the Customer's or its Advisors' violation of the acceptable-use restrictions in Section 3.2; (b) the Customer's failure to comply with applicable recording-consent law; (c) the Customer's violation of applicable law in connection with its use of the Service; (d) the content of Customer Data; and (e) any communication or action the Customer takes with respect to its clients or prospects, including reliance on synthesized output in violation of Section 5.

8.3 Procedure

The indemnified party will: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control of the defense and settlement, provided that the indemnifying party may not settle any claim that admits fault or imposes non-monetary obligations without the indemnified party's prior written consent; and (c) provide reasonable cooperation in the defense at the indemnifying party's expense.

09Warranty Disclaimer

Except for any express warranties stated in these Terms, the Service is provided on an "AS IS" and "AS AVAILABLE" basis. To the maximum extent permitted by applicable law, AUM Pulse disclaims all warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, or quiet enjoyment, and any warranties arising from course of dealing or usage of trade. AUM Pulse does not warrant that the Service will be uninterrupted or error-free, that it will meet the Customer's requirements, or that any defect will be corrected.

The Service is in alpha. The Customer acknowledges that early-stage software involves inherent uncertainty as to performance, defect rate, and feature completeness, and accepts the Service on that basis.

10Limitation of Liability

10.1 Cap on liability

To the maximum extent permitted by applicable law, and subject to Section 10.3, each party's total cumulative liability arising out of or relating to these Terms or the Service is limited to the greater of: (a) the total subscription fees paid or payable by the Customer during the twelve (12) months immediately preceding the event giving rise to the claim; or (b) ten thousand U.S. dollars ($10,000).

10.2 Exclusion of consequential damages

To the maximum extent permitted by applicable law, and subject to Section 10.3, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including damages for lost profits, lost revenue, lost data, business interruption, or cost of substitute services, even if advised of the possibility of such damages.

10.3 Carve-outs

The limitations in Sections 10.1 and 10.2 do not apply to: (a) a party's breach of its confidentiality obligations under Section 6.3; (b) AUM Pulse's intellectual property indemnification obligations under Section 8.1; (c) the Customer's indemnification obligations under Section 8.2; (d) liability arising from a party's gross negligence or willful misconduct; or (e) the Customer's payment obligations under Section 4.

10.4 Cross-reference

This Section 10 is the anchor liability provision. The Data Processing Agreement's liability section cross-references this Section as the operative cap and exclusion. The parties acknowledge that the liability framework applies on an aggregate basis across both these Terms and the Data Processing Agreement.

11Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Arizona, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties consent to the exclusive jurisdiction of the state and federal courts located in Maricopa County, Arizona for any dispute arising out of or relating to these Terms or the Service.

Before initiating litigation, the parties will attempt in good faith to resolve any dispute through written notice describing the dispute, followed by a thirty (30)-day informal-resolution period. This Section does not bar either party from seeking equitable relief in court at any time.

Each party waives, to the maximum extent permitted by applicable law, any right to a jury trial in any dispute arising out of or relating to these Terms.

12General Provisions