VOYANT ADVISOR TERMS OF SERVICE

PLEASE READ CAREFULLY: THIS TERMS OF SERVICE (“AGREEMENT”) IS A LEGAL AND BINDING AGREEMENT BETWEEN THE ENITY ON WHOSE BEHALF YOU ARE ACTING (“ADVISOR”), AND VOYANT, INCORPORATED, A TEXAS CORPORATION (“VOYANT”), MADE TO BE EFFECTIVE AS OF THE DATE ACCEPTED BY VOYANT (THE “EFFECTIVE DATE”) FOLLOWING ADVISOR’S EXECUTION AND SUBMISSION OF THIS AGREEMENT BY CLICKING THE “I ACCEPT” BOX AT THE END OF THIS AGREEMENT.

USE OF THE SERVICE IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND VOYANT’S PRIVACY AND SECURITY POLICIES, WHICH MAY BE VIEWED AT HTTP://WWW.PLANWITHVOYANT.COM.

IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS.

BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, ADVISOR AGREES TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") AND REPRESENTS AND WARRANTS THAT IT CAN LEGALLY ENTER INTO THIS AGREEMENT AND SATISFY ALL OF THE REQUIREMENTS CONTAINED HEREIN. IF ADVISOR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.

1. Background

Voyant provides web based financial planning products and services, including Voyant Advisor (the “Service”). Advisor desires to obtain access to the Service, pursuant to the terms and conditions of this Agreement.

2. Advisor Administrator

Advisor shall designate one (1) contact and one (1) alternate as the responsible party for communication with Voyant during the term of this agreement (Advisor’s “Voyant Administrator”). Advisor’s Voyant Administrator shall have the authority to bind the Advisor, including without limitation by agreeing to updates to this Agreement and/or Privacy and Security Policies from time to time. It is Advisor’s obligation to ensure that its Voyant Administrator reads and understands such updates. Advisor shall act hereunder through Advisor’s Voyant Administrator, except that another duly authorized representative of Advisor may change Advisor’s Voyant Administrator by giving written notice to Voyant in accordance with the terms hereof.

3. Authorized User Accounts

Advisor’s Voyant Administrator may establish accounts for Advisor’s employees or independent contractors to use the Service on behalf of Advisor (“Authorized Users”). Each Authorized User shall acknowledge this Agreement and affirm its obligations hereunder, when such Authorized User first accesses its account set up by the Administrator in accordance with the instructions provided by Voyant. Advisor shall be responsible for any breach of this Agreement or Voyant’s Security or Privacy Policies by an Authorized User. Advisor shall immediately notify Voyant in the event that Advisor or an Authorized User becomes aware of any violation of the terms of this Agreement or such policies. Advisor is solely responsible for determining the skill, competence, character and other attributes of its Authorized Users.

4. Advisor Assistance

Advisor shall provide Voyant with all information and assistance as reasonably required for Voyant to activate and operate the Service for Advisor pursuant to this Agreement. Advisor grants Voyant all rights or licenses necessary for Voyant to use such information in connection with the provision of the Service. Advisor’s complete and accurate billing and contact information has been provided in connection with the establishment of the Service, and Advisor agrees to notify Voyant of any changes to such information. When establishing an account for an Authorized User, Advisor shall provide complete and accurate registration information for each Authorized User.

5. Privacy & Security; Disclosure

Advisor agrees to abide by Voyant’s privacy policy, which is incorporated by reference and are a part of this Agreement. When Advisor initially logs in to the Service, Advisor will be asked whether or not Advisor wishes to receive marketing and other non-critical Service-related communications from Voyant and/or its affiliates or partners from time to time. Advisor may opt out of receiving such communications at that time or at any subsequent time by changing Advisor’s preference under Setup. Advisor acknowledges that because the Service is a hosted, online application, Voyant occasionally may need to notify Advisor (whether or not Advisor has opted out as described above) of important announcements regarding the operation of the Service. Advisor acknowledges that Voyant may host the Service using its own infrastructure or, may engage third parties to host the Service on its behalf. Voyant may provide updates to the Service in Voyant’s discretion at no charge to Advisor, and system or emergency maintenance may take place from time to time. During such times, the Service may be unavailable.

6. License Grant

Subject to the terms and conditions of this Agreement including without limitation the restrictions set forth below, Voyant hereby grants Advisor a non-exclusive, non-transferable right to use the Service, solely for Advisor’s own internal use. All rights not expressly granted to Advisor are reserved by Voyant and its licensors.

7. Member Conduct and Restrictions

Advisor may not access the Service if Advisor is a direct competitor of Voyant, except with Voyant’s prior written consent following Advisor’s disclosure to Voyant of Advisor’s status as a competitor. In addition, Advisor may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. Advisor shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content (defined below) in any way or use it in a service bureau or any other manner to provide services to a third party; (ii) copy, translate, modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; (iv) reverse engineer, de-compile, disassemble, or otherwise attempt to derive the source code of the Service including without limitation in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service; or (v) remove, obscure, or alter any copyright notice, trademarks, logos and trade names, or other proprietary rights notices affixed to, or contained within the Service.

Advisor further agrees to not use the Service to:

a. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable (in each case as determined by Voyant);

b. harm minors in any way;

c. impersonate any person or entity, including, but not limited to, a Voyant official, forum leader, guide or host, or falsely state or otherwise misrepresent Advisor’s affiliation with a person or entity;

d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;

e. upload, post, email, transmit or otherwise make available any Content that Advisor does not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

f. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;

g. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping) that are designated for such purpose;

h. upload, post, email, transmit or otherwise make available any material that contains software viruses, worms, Trojan horses or any other computer code, scripts, agents, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

i. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service (each, a “User”) are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;

j. interfere with or disrupt the Service or servers or networks connected to the Service, disobey any requirements, procedures, policies or regulations of networks connected to the Service, or use the Service for any fraudulent purpose;

k. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

l. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;

m. "stalk" or otherwise harass another person or User;

n. provide false identity information to gain access to or use the Service;

o. send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights;

p. attempt to gain unauthorized access to the Service or its related systems or networks; and/or

q. collect or store personal data about other Users in connection with the prohibited conduct and activities set forth in paragraphs a through m above.

Advisor understands that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Voyant and/or content providers who provide content to the Service. Advisor may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the Content or other materials provided on the Service, in whole or in part, is strictly prohibited.

8. Advisor Responsibilities

Advisor is responsible for all activity occurring under Advisor’s account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Advisor’s use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. Advisor shall protect the confidentiality of all account information, including Advisor’s and each Authorized User’s user name and passwords, and shall be solely responsible for exiting or logging off of the Service. Advisor shall: (i) notify Voyant immediately of any unauthorized use of any password or account or any other known or suspected breach of security; and (ii) report to Voyant immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Advisor or Authorized Users to infringe another party’s rights.

9. Charges and Payment of Fees

Voyant shall invoice Advisor for the Service and for any other applicable fees incurred by the Advisor from time to time. Such fees shall be provided upon advisor request to sales@planwithvoyant.com. Responses shall be provided within 1 business day. Additional fees may include without limitation fees for additional terms, fees per Authorized User and fees for lead generation and access, as described below.

Voyant shall charge Advisor Voyant’s then current referral fee for each third party Voyant user (“Client”) referred to Advisor or any Authorized User through the Service. In addition, for so long as Advisor or any Authorized User has access to such Client through the Service, Voyant shall charge Advisor Voyant’s then current monthly Client access fee.

All fees are due and payable in U.S. dollars within thirty (30) days of receipt by Advisor of the Voyant invoice. Advisor acknowledges that fees for the Service shall be paid in advance on an annual basis, and that the Service will not be initiated until payment is received and processed by Voyant. All payment obligations are non-cancelable and all amounts paid are nonrefundable. You must provide Voyant with valid credit card to facilitate the payments contemplated hereby.

The charge for any renewal term for the Service will be equal to the then-current number of Authorized Users times the fee for the Service in effect during the prior term, unless Voyant has given Advisor at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter.

All fees are exclusive of applicable sales, excise, or use taxes.

Fees for Authorized Users’ access to the Service will be subject to the following: (i) the access of additional Authorized Users will be coterminous with the then current term; (ii) the fee(s) for the added Authorized Users shall be the then current, generally applicable fee; and (iii) Authorized Users added in the middle of a billing month will be charged in full for that billing month.

10. Non-Payment and Suspension

In addition to any other rights granted to Voyant herein, Voyant reserves the right to suspend or terminate access to the Service and this Agreement and Advisor’s (and any Authorized Users’) access to the Service if Advisor’s account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Advisor will continue to be charged for Authorized Users during any period of suspension. If Advisor or Voyant initiates termination of this Agreement, Advisor will be obligated to pay the balance due on Advisor’s account computed in accordance with the Charges and Payment of Fees section above. Advisor agrees that Voyant may charge such unpaid fees to Advisor’s credit card or otherwise bill Advisor for such unpaid fees. Voyant reserves the right to impose a reconnection fee in the event Advisor is suspended and thereafter requests access to the Service.

11. Intellectual Property Ownership

Voyant alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Content and the Service, any modifications, improvements, upgrades, derivative works related thereto, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Advisor, any Authorized User, or any other party relating thereto. Advisor and each Authorized User agree to assign any right, title, and interest it may have in the foregoing to Voyant. This Agreement is not a sale and does not convey to Advisor or any Authorized User any rights of ownership in or related to the Service, the Content, or any intellectual property rights related thereto. The Voyant name, the Voyant logo, and the product names associated with the Service are trademarks of Voyant or third parties, and no right or license is granted hereby to use them.

12. Content, Account Information and Data

Voyant does not claim any ownership rights in the text, files, images, links, works of authorship, software, music, sound, photographs, graphics, video, messages, tags, or other materials that Advisor or any Authorized User posts to the Service (collectively, "Advisor Content"). After such Advisor Content is posted to the Service, Advisor continues to retain all ownership rights in such Advisor Content. By posting or having posted any Advisor Content on or through the Service, Advisor and any Authorized User hereby grants to Voyant a perpetual, non-exclusive, fully-paid, royalty-free, fully sublicensable, transferable, irrevocable worldwide license to use, modify, publicly perform, publicly display, reproduce, exploit and distribute such Advisor Content (in whole or in part). Advisor represents and warrants that: (i) Advisor owns the Advisor Content or otherwise has the right to grant the license set forth in this section, and (ii) the posting of the Advisor Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person or entity. Advisor agrees to pay for all royalties, fees, and any other monies owing any person or entity by reason of any Advisor Content posted to or through the Service.

The Service contains content of Voyant or our licensors ("Voyant Content"). (“Voyant Content” and “Advisor Content” is collectively referred to as the “Content”). Voyant Content is protected by copyright, trademark, and other laws, and Voyant (or our licensors) owns and retains all rights in Voyant Content. Voyant does not control all of the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of the Content. Advisor agrees that Advisor must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, Advisor acknowledges that Advisor may not rely on any Content created by Voyant or submitted to Voyant, including without limitation information in Voyant Community and in all other parts of the Service. Under no circumstances will Voyant be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.

The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the Service ("Prohibited Content"). Voyant reserves the right to investigate and take appropriate legal action against anyone who, in Voyant's sole discretion, violates this provision. Without liability of any kind, Voyant may reject, refuse to post, or delete any Advisor Content that in the sole judgment of Voyant violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. Prohibited Content includes, but is not limited to Content that, in the sole discretion of Voyant; is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; harasses or advocates harassment of another person; exploits people in a sexual or violent manner; contains nudity, violence, or offensive subject matter or contains a link to an adult website; solicits personal information from anyone under 18; provides any telephone numbers, street addresses, last names, URLs or email addresses; promotes information that Advisor or any Authorized User knows is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music, video, photos or links to pirated files; contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page); furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; solicits passwords or personal identifying information for commercial or unlawful purposes from other Users; involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; or includes a photograph of another person that Advisor or any Authorized User has posted without that person's consent.

Advisor acknowledges that Voyant may or may not pre-screen Content, but that Voyant and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the Service. Without limiting the foregoing, Voyant and its designees shall have the right to remove any Content that violates this Agreement or is otherwise objectionable. Despite prohibitions contained in Voyant’s Terms of Service, content provided by other Users may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and we expressly disclaim any responsibility or liability for this material. Advisor understands that by using the Service, Advisor and the Authorized Users may be exposed to such Content. If Advisor or any Authorized User becomes aware of misuse of the Services by any person, Advisor shall contact Voyant at support@planwithvoyant.com, describe such abuse and reference Service Abuse in the subject line.

Advisor acknowledges, consent and agree that Voyant may access, preserve and disclose Advisor’s account information and Advisor Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third parties; (d) respond to Advisor requests for customer service; or (e) protect the rights, property or personal safety of Voyant, its users and the public.

Voyant does not own any data that Advisor or any Authorized User submits to the Service in the course of using the Service ("Advisor Data"). Advisor accepts sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Advisor Data, and Voyant shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Advisor Data in connection with Advisor or any Authorized User’s use of or access to the Service. Advisor and each Authorized User grants and agrees to grant to Voyant a perpetual, irrevocable, transferable, sublicensable, royalty-free, non-exclusive license to use the Advisor Data (a) in order to provide the Service to Clients; (b) for statistical use (provided that such data is not personally identifiable); and (c) as necessary to monitor and improve the Service.

Advisor understands that the technical processing and transmission of the Service, including Advisor’s Advisor Content and Advisor Data, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

13. Third Party Interactions

During use of the Service, Advisor and any Authorized User may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity (and any terms, conditions, warranties or representations associated with such activity), is solely between Advisor or Authorized User and the applicable third-party. Voyant and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between Advisor and/or Authorized User and any such third-party. Voyant does not endorse any third party or any sites on the Internet that are linked through the Service. Voyant provides links and access to third parties only as a matter of convenience, and in no event shall Voyant or its licensors be responsible for any advice, content, products, or other materials on or available from such advisors or sites. Advisor recognize that certain third-party providers of ancillary software, hardware or services may require an agreement to additional or different licenses or other terms prior to Advisor’s use of or access to such software, hardware or services.

14. Termination and Expiration

This Agreement commences on the Effective Date. The initial term is one year or two years (as Advisor elects during sign-up). Upon the expiration of the initial term, this Agreement will automatically renew for successive renewal terms equal in duration to the initial term (or one year, if the initial term is greater than one year). Voyant may terminate this Agreement at any time for its convenience. In addition, either party may terminate this Agreement, effective only upon the expiration of the then current term, by notifying the other party in writing at least five (5) business days prior to the date of the expiration of the then current term.

In the event this Agreement is terminated (other than by reason of Advisor’s breach) or expires, Voyant will make available to Advisor a file of the Advisor Data within 30 days of termination if Advisor so requests at the time of termination. Voyant reserves the right to withhold, remove and/or discard Advisor Data without notice for any breach. Upon termination for cause, Advisor’s right to access or use Advisor Data immediately ceases, and Voyant shall have no obligation to maintain or forward any Advisor Data. Advisor agrees and acknowledges that Voyant has no obligation to retain the Advisor Data, and may delete such Advisor Data, more than 30 days after termination.

Upon termination of this Agreement, Sections 5 and 7-27 shall survive and remain in effect and all other rights and obligations shall cease.

15. Termination for Cause

Upon any breach of Advisor’s obligations hereunder or unauthorized use of Content or the Service, Voyant, in its sole discretion, may terminate Advisor’s and any Authorized User’s password, account, and use of the Service. Advisor agrees and acknowledges that in such case, Voyant has no obligation to retain the Advisor Data, and may delete such Advisor Data.

16. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Advisor represents and warrants that Advisor has not falsely identified itself nor provided any false information to gain access to the Service.

17. Indemnification

Advisor shall indemnify and hold Voyant, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Advisor Data and/or Advisor Content infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by Advisor of Advisor’s representations and warranties or unauthorized use of the Service; or (iii) a claim arising from the breach by Advisor or an Authorized User of this Agreement.

18. Confidentiality

Advisor acknowledges that the Service, the terms of this Agreement including without limitation pricing, and any other proprietary or confidential information provided to Advisor or any Authorized User by Voyant (“Voyant Confidential Information”) constitutes valuable proprietary information and trade secrets of Voyant. Advisor agrees to preserve the confidential nature of the Voyant Confidential Information by retaining and using it in trust and confidence, solely for Advisor’s internal use and subject to the terms hereof, and by using the same degree of protection that Advisor uses to protect Advisor’s own confidential information, but in no event less than reasonable care. Voyant shall have the right to obtain an injunction (without having to post a bond or prove actual damages) to prevent any breach or continued breach of this section. Advisor agrees to promptly report any breaches of this section to Voyant.

19. Disclaimer of Warranties

VOYANT AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. VOYANT AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET ADVISOR’S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY ADVISOR THROUGH THE SERVICE WILL MEET ADVISOR’S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE SERVICE AND ALL CONTENT IS PROVIDED TO ADVISOR STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY VOYANT AND ITS LICENSORS.

20. Internet Delays and Force Majeure

VOYANT'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. VOYANT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. Neither party shall be in default for failing to perform any obligation hereunder if such failure is caused solely by supervening conditions beyond the parties’ respective control, including without limitation acts of God, civil commotion, strikes, terrorism, failure of third party networking equipment, failure of the public Internet, power outages, labor disputes or governmental demands or restrictions.

21. Limitation of Liability

IN NO EVENT SHALL VOYANT'S AGGREGATE LIABILITY EXCEED AN AMOUNT EQUAL TO THE FEES ACTUALLY RECEIVED BY VOYANT HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE APPLICABLE CLAIM. IN NO EVENT SHALL VOYANT AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF VOYANT OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The disclaimers and limitations of liability set forth in this Agreement shall apply irrespective of any failure of essential purpose of any limited remedy. Advisor and Voyant each acknowledge and agree that the limitations of liability provisions of this section reflect an informed, voluntary allocation between them of the risk associated with Advisor’s use of the Service. In the absence of these provisions, Voyant would not have made the Service available for the fees charged.

22. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply.

23. Local Laws and Export Control

The Service uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. No software may be downloaded from the Service and the Service may not be otherwise used, exported or re-exported by Advisor in violation of U.S. export laws.

Software contained within the Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000

Voyant and its licensors make no representation that the Service is appropriate or available for use in locations other than the United States. If Advisor or any Authorized User uses the Service from outside the United States of America, Advisor is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited.

24. Notice

Voyant may give notice by means of a general notice on the Service via electronic mail to Advisor’s e-mail address on record in Voyant's account information, or by written communication sent by first class mail or pre-paid post to Advisor’s address on record in Voyant's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). Advisor may give notice to Voyant (such notice shall be deemed given when received by Voyant) at any time by any of the following: letter sent by confirmed facsimile to Voyant at the following fax number: (512) 342-2612; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Voyant at the following addresses: Voyant, Inc. 4807 Spicewood Springs Road, Building 2, Suite 410, Austin, Texas 78759, addressed to the attention of: Chief Financial Officer.

25. Modification to Terms

Voyant reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service (including its privacy and security policies) at any time, effective upon posting of an updated version of this Agreement and/or the applicable policy on the Service. Advisor is responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Advisor’s consent to such changes and agreement to be bound, provided however that if Voyant imposes a fee for continued use of the Service, Advisor will be required to enter into a Click-to-Accept modification hereto and supply payment information in order to be bound by such modification and continue access to the Service.

26. Assignment; Change in Control

This Agreement may not be assigned by Advisor without the prior written approval of Voyant but may be assigned without Advisor’s consent by Voyant. Any purported assignment in violation of this section shall be void.

27. Uninstall Instructions

For Windows XP

Click Start
Click Control Panel
Double-click Add or Remove Programs
Select Voyant @Home from the program list
Click Remove
The data files used to store your plan information locally will remain in your user home directory after the uninstall process.

To remove all Voyant data files

Click Start
Click My Computer
From My Computer, navigate to C:\Documents and Settings\[your username]
Delete the folder named .Voyant

For Windows Vista

Click Start
Click Control Panel
Double-click Programs and Features
Select Voyant @Home from the program list
Click Uninstall
The data files used to store your plan information locally will remain in your user home directory after the uninstall process.

To remove all Voyant data files

Click Start
Click My Computer
From My Computer, navigate to Desktop\[your username]
Delete the folder named Voyant.

For Mac

Open Finder
Click Applications
Expand Utilities
Click Java
Launch Java Web Start
Select Voyant @Home in the list of applications
Click Remove
The data files used to store your plan information locally will remain in your user home directory after the uninstall process.

To remove all Voyant data files

Open Finder
Click Applications
Expand Utilities
Launch Terminal
In the terminal, type rm -r .Voyant

28. General

This Agreement shall be governed by Texas law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Austin, Texas. No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Advisor and Voyant as a result of this agreement or use of the Service. The failure of Voyant to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Voyant in writing. This Agreement comprises the entire agreement between Advisor and Voyant and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

Questions or Additional Information:

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@voyantplanner.com or to the following address:

Voyant, Inc.
4807 Spicewood Springs Road Building 2, Suite 410
Austin, Texas 78759

voice: 1-512-342-0079
fax: 1-512-342-2612

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date. By clicking the “I ACCEPT” below, Advisor agrees to the terms of this Agreement.