Early Access Agreement

1. Definitions

• (a) "Agreement" means this Early Access Agreement and any updates or modifications made in accordance with Section 22.
• (b) "Client Data" means client names, states of residence, and dates of birth that Firm inputs into the Platform for evaluation purposes. Client Data specifically excludes social security numbers and account numbers, which are not required for Platform operation.
• (c) "Confidential Information" means all non-public, proprietary, or confidential information disclosed by either party to the other party, whether orally or in writing, including but not limited to the Platform, business strategies, client lists, and technical information. Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement; (ii) was lawfully known to the receiving party before disclosure; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is rightfully received from a third party without restriction.
• (d) "EquityNav" means EquityNav Corp., a Delaware corporation.
• (e) "Firm" means the wealth management firm, financial advisory firm, or accounting firm accepting this Agreement.
• (f) "Authorized User" means individual financial advisors, CPAs, or other professionals within Firm who are authorized to access the Platform under this Agreement.
• (g) "Platform" means EquityNav's proprietary AI-powered software platform that transforms equity compensation complexity into clear, real-time insights for financial advisors and CPAs.
• (h) "Question-Answer Pairs" means anonymized queries and responses generated through Platform usage, stripped of all personally identifiable information.

2. License Grant

Subject to Firm's compliance with this Agreement, EquityNav grants Firm a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for Firm's wealth management or accounting practice with existing clients. Firm acknowledges that there are no implied licenses granted under this Agreement, and EquityNav reserves all rights not expressly granted herein.

3. Permitted Use and Restrictions

Firm may use the Platform to evaluate its capabilities for Firm's wealth management or accounting practice with existing clients.

Firm may not:

• (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to any software component of the Platform;
• (b) use the Platform for competitive analysis, benchmarking, or any purpose other than good faith evaluation;
• (c) share login credentials with unauthorized users or permit access by individuals not covered under this Agreement;
• (d) attempt to circumvent security measures or interfere with Platform operation;
• (e) use the Platform to replicate or replace EquityNav's user experience;
• (f) combine or integrate the Platform with unauthorized software or services;
• (g) rent, lease, sublicense, distribute, or otherwise transfer Platform access to third parties;
• (h) use the Platform for any unlawful purpose or in violation of applicable financial services regulations;
• (i) attempt to extract, scrape, or systematically collect data from the Platform;
• (j) submit personal data to the Platform unless expressly permitted under this Agreement; or
• (k) use the Platform, Platform outputs, or Question-Answer Pairs to train, fine-tune, or otherwise develop any competing artificial intelligence models or financial planning tools, or attempt to extract, infer, or reconstruct EquityNav's proprietary models, logic, methodologies, or system architecture.

4. Account Structure and Access

Firm will register first and individual Authorized Users will accept these terms under Firm's umbrella agreement. Each Authorized User will have separate account access with visibility limited to their own client accounts. Firm is responsible for all acts and omissions of Authorized Users in connection with Platform usage. Firm must ensure that all Authorized Users maintain current professional licenses and comply with applicable regulatory requirements.

5. Data Handling and Privacy

(a) Permitted Data

Firm may input Client Data consisting of client names, states of residence, and dates of birth into the Platform. Social security numbers and account numbers are not required and should not be submitted to the Platform. Firm represents that it has obtained all necessary consents from its clients for data processing through the Platform and that such consents are consistent with Firm's existing client agreements.

(b) Data Processing Role

EquityNav acts as a data processor with respect to Client Data. All Client Data will be processed and stored within the United States. EquityNav will implement commercially reasonable security measures to protect Client Data.

(c) Data Usage Rights

Firm hereby grants EquityNav a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable license to use Question-Answer Pairs in anonymized form for the following purposes: (i) providing, operating, maintaining, and improving the Platform and EquityNav's AI systems; (ii) analytics, quality assurance, and performance evaluation; and (iii) developing and training EquityNav's machine learning models. EquityNav will use only the logic and methodology from Question-Answer Pairs for AI training, not client names, specific asset information, or other personal data. EquityNav will use commercially reasonable efforts to de-identify data before using it for improvement purposes.

(d) Data Retention and Deletion

Personal information contained in Client Data will be deleted within thirty (30) days after termination of this Agreement, except as required by law or legal process. Anonymized Question-Answer Pairs will be retained permanently for AI training and Platform improvement purposes. EquityNav may retain data longer if required by applicable law, regulation, or legal process.

(e) Security Breach Notification

EquityNav will notify Firm within seventy-two (72) hours of discovering any unauthorized access to or disclosure of Client Data and will use reasonable efforts to assist in remediation.

6. Service Disclaimer and Information Services Only

EquityNav provides information and analytical tools only, not financial, tax, or investment advice. EquityNav licenses its software to Firm to help it scale and deliver advice and get answers quicker for clients including technology employees, founders, and C-suite executives. All recommendations and advice to clients must be provided by Firm's licensed professionals. Platform output should be treated as information to assist Firm's advisory services, not as direct recommendations. Firm acknowledges that Platform output may be incomplete or incorrect and agrees to review all output before relying on it. Firm remains solely responsible for compliance with all applicable professional licensing requirements and financial services regulations.

Platform outputs, including but not limited to tax calculations, scenario analyses, projections, and reports, are provided solely for educational and informational purposes and shall not be construed as legal, financial, tax, or investment advice. Firm acknowledges that all Platform outputs must be independently reviewed, verified, and adapted by Firm's licensed professionals before being relied upon or communicated to clients. EquityNav expressly disclaims any responsibility for decisions made based on Platform outputs, and Firm assumes all liability for advice or recommendations Firm provides to its clients using such outputs.

7. Intellectual Property

(a) EquityNav Ownership

EquityNav retains all right, title, and interest in the Platform, including all intellectual property rights therein. Firm acknowledges that the Platform contains proprietary and confidential information protected by intellectual property laws.

(b) Output Ownership

As between the parties, Firm owns the output generated for its clients during Platform use. Firm hereby grants EquityNav a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable license to use such output in anonymized form for the following purposes: (i) providing, operating, maintaining, and improving the Platform and EquityNav's AI systems; (ii) analytics, quality assurance, and performance evaluation; (iii) developing and training EquityNav's machine learning models; and (iv) creating benchmarks and industry insights. EquityNav retains rights in the underlying technology and methodology used to generate such output.

(c) Feedback

Any feedback, suggestions, or recommendations Firm provides regarding the Platform will be treated as non-confidential. Firm hereby assigns to EquityNav all rights in such feedback, and EquityNav may use it for any purpose without attribution or compensation.

8. Compliance with Laws

Both parties will comply with all applicable laws, regulations, and industry standards in connection with this Agreement, including but not limited to data privacy laws (CCPA, GDPR where applicable), financial services regulations, and professional licensing requirements. Firm acknowledges that it is responsible for ensuring its use of the Platform complies with all applicable regulatory requirements governing its practice.

9. Third-Party Services

The Platform may integrate with or rely upon third-party services, software, or infrastructure. EquityNav disclaims any liability for such third-party services, and Firm acknowledges that its use of the Platform may be subject to third-party terms of service.

10. Service Availability

This Agreement does not entitle Firm to technical support for the Platform. The Platform is provided "as is" with no guarantees regarding uptime, performance, or availability. EquityNav may update or modify the Platform at any time in its sole discretion. Firm's continued use of the Platform following any update constitutes acceptance of such update.

11. US Government Rights

The Platform is a "commercial product" as defined in 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212 and, for DoD acquisitions, 48 C.F.R. § 227.7202. Accordingly, if Firm is an agency of the U.S. Government or any contractor acting on its behalf, Firm receives only those rights in the Platform and documentation as are granted under this Agreement.

12. Disclaimer of Warranties

EquityNav makes no warranty that the Platform will meet Firm's requirements, operate without interruption, be error-free, or be compatible with Firm's systems.

13. Limitation of Liability

EquityNav's total liability under this Agreement shall not exceed one hundred dollars ($100). Any claim arising out of this Agreement must be brought within ninety (90) days after the occurrence of the event giving rise to such claim.

14. Indemnification

Firm agrees to indemnify, defend, and hold harmless EquityNav from any claims arising from: (a) Firm's use or misuse of the Platform; (b) Firm's breach of this Agreement; (c) Authorized Users' use of the Platform; (d) any violation of applicable laws in connection with Firm's use of the Platform; and (e) any claims by Firm's clients related to advice or services Firm provides using Platform output.

15. Force Majeure

Neither party will be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, terrorism, labor disputes, or government actions.

16. Term and Termination

This Agreement commences when Firm first accesses the Platform and continues until terminated. Either party may terminate this Agreement at any time without notice. Upon termination, Firm's access to the Platform will cease immediately, and Firm must destroy all copies of Platform materials in its possession. Data deletion obligations will survive termination as specified in Section 5(d).

17. Subscription and Fees

Access to the Platform may be provided at no charge to select firms during the early access period, or may require payment of subscription fees based on the number of Authorized Users and selected billing frequency (monthly or annual). Subscription pricing, if applicable, will be communicated to Firm upon registration or activation.

EquityNav reserves the right to modify subscription fees or transition from no-charge access to paid subscription upon sixty (60) days' written notice. Firms receiving no-charge access during the early access period may receive preferential pricing or continued complimentary access at EquityNav's discretion.

Subscription fees, when applicable, are non-refundable except as required by law. Payment is due in advance of each billing period. Failure to pay fees when due may result in suspension or termination of Platform access.

18. Confidentiality

Each party acknowledges that it may receive Confidential Information from the other party. Both parties agree to maintain the confidentiality of such information and use it solely for purposes of this Agreement. This obligation survives termination of this Agreement for a period of three (3) years.

19. Export Compliance

The Platform may be subject to US export control laws. Firm will not export, re-export, or release the Platform to any prohibited jurisdiction and will comply with all applicable export regulations.

20. Class Action Waiver

21. Modifications

EquityNav may modify this Agreement at any time by posting updated terms. Firm will be notified of modifications through the Platform or direct communication. Firm's continued use of the Platform following such modifications constitutes acceptance of the updated terms.

22. Notices

All notices under this Agreement must be in writing and delivered via email to the addresses provided during registration. Notices will be deemed effective twenty-four (24) hours after email transmission.

23. Governing Law and Arbitration

This Agreement is governed by Delaware law without regard to conflict of law principles. Any disputes arising under this Agreement shall be resolved through binding arbitration under the rules of the American Arbitration Association. The arbitration will be conducted in Delaware, and each party will bear its own costs.

24. Survival

The following provisions will survive termination of this Agreement: Sections 5 (Data Handling and Privacy), 7 (Intellectual Property), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), 17 (Subscription and Fees), 18 (Confidentiality), 23 (Governing Law and Arbitration), and this Section 24.

25. General Provisions

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. If any provision is found unenforceable, the remainder will remain in effect. This Agreement is personal to Firm and may not be assigned without EquityNav's prior written consent. EquityNav may assign this Agreement without restriction. Electronic communications from EquityNav will satisfy any legal communication requirements. The failure of either party to enforce any provision will not constitute a waiver of such provision.

Contact

Questions about this Agreement? Email us at support@equitynav.io.