TERMS OF SERVICE FOR ADVISERS

PLEASE READ CAREFULLY: THIS TERMS OF SERVICE ("AGREEMENT") IS A LEGAL AND BINDING AGREEMENT BETWEEN THE ENTITY ON WHOSE BEHALF YOU ARE ACTING ("ADVISER"), AND VOYANT, INCORPORATED, A DELAWARE CORPORATION ("VOYANT"). THESE TERMS OF SERVICE ONLY APPLY IF YOU ARE A FINANCIAL ADVISER. IF YOU ARE AN INDIVIDUAL USER, THE TERMS OF SERVICE FOR USERS APPLY INSTEAD.

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

BY USING VOYANT ADVISER (THE "SERVICE"), ADVISER 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 ADVISER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE.

1. Background

Voyant provides web-based financial planning products and services, including the Service. Adviser desires to obtain access to the Service, pursuant to the terms and conditions of this Agreement.

2. Adviser Administrator

Adviser shall designate one (1) contact and one (1) alternate as the responsible party for communication with Voyant during the term of this agreement ("Voyant Administrator"). The Voyant Administrator shall have the authority to bind the Adviser, including without limitation by agreeing to updates to this Agreement and Adviser warrants that its Voyant Administrator has all requisite authority to do so. It is Adviser's obligation to ensure that its Voyant Administrator reads and understands such updates. Adviser shall act hereunder through the Voyant Administrator, except that another duly authorised representative of Adviser may change the Voyant Administrator by giving written notice to Voyant in accordance with the terms hereof.

3. Authorised User Accounts

3.1 The Voyant Administrator may establish accounts for Adviser's employees or independent contractors to use the Service on behalf of Adviser ("Authorised Users"). Authorised Users shall not be entitled to use the Service, and Adviser shall not permit them to do so, if this Agreement has terminated or Adviser's access to the Service has been terminated or suspended.

3.2 Adviser shall ensure that, before it permits each Authorised User to access its account set up by the Voyant Administrator in accordance with the instructions provided by Voyant, such Authorised User acknowledges and agrees to the terms of service for users (the "User Terms"). Voyant may refuse to permit an Authorised User to access the Service unless the Authorised User has agreed to the User Terms and is in compliance with its obligations thereunder.

3.3 Voyant will make its privacy statement available on the Site for Authorised Users to access ("Privacy Statement"). Adviser shall be responsible for any breach of the User Terms or Voyant's Privacy Statement by an Authorised User. Adviser shall immediately notify Voyant if Adviser or an Authorised User becomes aware of any violation of the terms of this Agreement, User Terms or Privacy Statement. Adviser is solely responsible for determining the skill, competence, character and other attributes of its Authorised Users and for ensuring that the access it gives to an Authorised User does not breach any statutes or regulations.

4. Adviser Assistance

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

5. Privacy & Security; Service Availability

5.1 The Privacy Statement sets out all personal data collected and processed by us in connection with the Site and/or Service.

5.2 Adviser 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 at Voyant's discretion at no charge to Adviser, and system maintenance may take place from time to time, whether on a scheduled or emergency basis. During such times, the Service may be unavailable. Subject to Section 20, Voyant shall not be liable for any loss, liability or damage arising as a result of the Services being unavailable due to maintenance being undertaken, whether on a scheduled or emergency basis.

6. Licence Grant

Subject to the terms and conditions of this Agreement including without limitation the restrictions set forth below, Voyant hereby grants Adviser a non-exclusive, non-transferable right to use the Service, solely for Adviser's own internal business purposes (including for the purpose of providing financial advice to individual clients of Adviser). All rights not expressly granted to Adviser are reserved by Voyant and its licensors.

7. Conduct and Restrictions

7.1 Notwithstanding anything else in this Agreement, Adviser may not access the Service or authorise anyone to access the Service if Adviser is a direct competitor of Voyant, unless Voyant has provided its prior written consent to this following Adviser's disclosure to Voyant of Adviser's status as a competitor.

7.2 Adviser may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. Adviser 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 Voyant Content (as defined in Section 12) 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 Voyant Content, save that the Advisor may make such number of backup copies reasonably necessary to support the Advisor's use of the Services in accordance with this Agreement; (iii) create Internet "links" to the Service or "frame" or "mirror" any Voyant Content on any other server or wireless or Internet-based device; (iv) except to the extent that applicable law permits, notwithstanding any contractual prohibition, 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.

7.3 Adviser 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, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable (in each case as determined by Voyant);

b.    impersonate any person or entity, including, but not limited to, a Voyant employee, or falsely state or otherwise misrepresent Adviser's affiliation with a person or entity;

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

d.    upload, post, email, transmit or otherwise make available any content that Adviser 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);

e.    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;

f.     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;

g.    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;

h.    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;

i.      intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to (i) regulations promulgated by the U.S. Securities and Exchange Commission, the Financial Conduct Authority or the United Kingdom Listing Authority, (ii) rules of any national or other securities exchange, including, without limitation, the London Stock Exchange, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and (iii) any regulations having the force of law;

j.     provide material support or resources (or conceal or disguise the nature, location, source, or ownership of material support or resources) to any organisation(s) designated by the United States government or the government of the United Kingdom as a foreign terrorist organization pursuant to the applicable laws of those countries;

k.    "stalk" or otherwise harass another person or Authorised User;

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

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

n.    attempt to gain unauthorised access to the Service or its related systems or networks; and/or

o.    collect or store personal data about other Users in connection with the prohibited conduct and activities set forth in Sections (a) through (n) above.

7.4 Adviser 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. Adviser may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorised reproduction, publication, further distribution or public exhibition of the Voyant Content (as defined in Section 12) or other materials provided on the Service, in whole or in part, is strictly prohibited.

8. Adviser Responsibilities

8.1 Adviser is responsible for all activity occurring under Adviser's account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Adviser's use of the Service, including those related to data protection, privacy, international communications and the transmission of technical or personal data. Adviser represents and warrants that it has obtained the consent of each person whose personal data it submits as part of any Adviser Data (as defined below) and that it shall not submit any personal data without first having obtained such consent.

8.2 Adviser shall protect the confidentiality of all account information, including Adviser's, Voyant Administrator and each Authorised User's user name and passwords, and shall be solely responsible for ensuring that Authorised Users log out of the Service when they are not using it. Adviser shall: (i) notify Voyant immediately of any unauthorised 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 Adviser, Voyant Administrator or Authorised Users to infringe another party's rights.

9. Charges and Payment of Fees

9.1 If the Adviser has signed up for a free trial, Voyant will not invoice Adviser for the period of the free trial and shall not have any obligation to provide the Service outside the period of the free trial until it has obtained verbal or written confirmation from Adviser that it will pay the fees that will be the subject of such invoices.

9.2 Subject to Section 9.1, Voyant shall invoice Adviser for the Service provided outside of the period of a free trial in accordance with Voyant's standard fee schedule (which is available by contacting Voyant support at support@planwithvoyant.co.uk or via telephone at 020 8090 3601) unless Voyant and Adviser have specifically agreed any fees to the contrary.

9.3 Each individual Authorised User must have their own distinct user account login. Authorised Users MAY NOT share user account logins in an effort to hide and lower the number of Authorised Users utilizing the Service.

9.4 All fees are due and payable in full in British pounds sterling without deduction, set off or counterclaim, within thirty (30) days of the date of an invoice issued by Voyant. Payment may be made by a funds transfer from a PayPal account held in the name of Adviser or by a credit or debit card issued in the name of Adviser or by BACs transfer from the Adviser. Adviser acknowledges that fees for the Service shall be paid in advance on an annual or monthly basis (depending on which option was selected by Adviser when establishing its account for the Service), and that the Service will not be initiated or renewed (as the case may be) until payment is received and processed by Voyant. All payment obligations are non-cancellable and all amounts paid are non-refundable.

9.5 All fees are exclusive of applicable sales, excise, use taxes or similar taxes, including VAT.

9.6 The charge for any renewal term for the Service will be equal to the then-current number of Authorised Users multiplied by the fee for the Service in effect during the prior term, unless Voyant has given Adviser at least 30 days' prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Payment of this charge will entitle Adviser to authorise the then-current number of Authorised Users to use the Service. If Adviser wishes to increase the number then additional fees will be payable, as set out in Section 9.7.

 

9.7 Fees for additional Authorised Users' access to the Service will be subject to the following:

a.    the period of permitted access of additional Authorised Users will be coterminous with the period in relation to which the fees for such additional Users have been paid;

b.    the fee(s) for the added Authorised Users shall be the then current, generally applicable fee; and

c.     in relation to Authorised Users added in the middle of a billing month, Voyant will charge Adviser in full for that billing month.

10. Non-payment and Suspension

10.1 In addition to any other rights granted to Voyant herein, Voyant reserves the right to suspend or terminate access to the Service and/or this Agreement and Adviser's (and any Authorised Users') access to the Service if Adviser's account falls into arrears (i.e. any invoice is not paid within thirty (30) days of the date of the invoice). Adviser will continue to be charged for Authorised Users during any period of suspension.

10.2 Any invoices that have not been paid within thirty (30) days of the date of the invoice will be 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. All expenses and interest will accrue from the due date until it has been paid in full.

10.3 Subject to Section 14 below, if this Agreement is terminated for any reason, Adviser will be obligated to pay the balance due on Adviser's account computed in accordance with Section 9 above. Adviser agrees that Voyant may charge such unpaid fees to Adviser's PayPal account or credit or debit card or otherwise bill Adviser for such unpaid fees. Voyant reserves the right to impose a reconnection fee in the event Adviser is suspended and thereafter requests access to the Service.

11. Intellectual Property Ownership

11.1 Voyant alone (and/or its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Service, and any modifications, improvements, enhancements, upgrades, and derivative works related thereto. Adviser agrees to assign any right, title, and interest it may have or acquire in the foregoing to Voyant.

11.2 This Agreement is not a sale and does not convey to Adviser or any Authorised User any rights of ownership in or related to the Service 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

12.1 Adviser represents and warrants that: (i) Adviser owns any data that it posts to the Service (the "Adviser Content") or otherwise has the right to grant the license set forth in Section 12.2, and (ii) the posting of the Adviser 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. Adviser agrees to pay for all royalties, fees, and any other monies owing to any person or entity by reason of any Adviser Content posted to or through the Service.

12.2 Adviser hereby grants to Voyant a perpetual, non-exclusive, fully-paid, royalty-free, fully sublicensable, transferable, irrevocable, worldwide license to use any Adviser Content (in whole or in part) for the purpose of fulfilling its obligations under this Agreement and maintaining and running the Service.

12.3 The Service contains content of Voyant and/or its licensors (" Voyant Content"), (Voyant Content and Adviser Content are collectively referred to as the "Content"). Voyant Content is protected by copyright, trademark, and other laws, and Voyant (and/or its licensors) owns and retains all rights in Voyant Content.

12.4 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. Adviser agrees that Adviser 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.

12.5 Adviser acknowledges and agrees that the Service is intended for general informational use only, does not amount to investment advice and should not be relied upon in making any investment decision. The Content may relate to previous share prices or financial performance and the past is not necessarily a guide to future performance and should not be relied upon as such. If the Content contains any forward-looking statements, these are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause actual results and performance to be materially different from those predicted. Content is not advice on any particular matter. In this regard, Adviser acknowledges that Adviser may not rely on any Content created by Voyant or submitted to Voyant, including without limitation information in Voyant Community or in any other parts of the Service. Subject to Section 20 below, 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.

12.6 Without liability of any kind, Voyant may reject, refuse to post, or delete any content submitted by the Adviser or by any other party, including but not limited to any content that in the sole judgment of Voyant violates this Agreement or which may be inappropriate, offensive, illegal or violate the rights, harm, or threaten the safety of any person ("Prohibited Content"). Adviser must not post Prohibited Content. Voyant reserves the right to investigate and take appropriate legal action against anyone who Voyant determines, at Voyant's sole discretion, violates this provision.

12.7 Adviser acknowledges that Voyant does not pre-screen Content, but that Voyant and its designees shall have the right (but not the obligation) in their sole discretion to reject, refuse to post, or delete 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 this Agreement, content provided by other Users may contain Prohibited Content, and, subject to 20 below, Voyant expressly disclaims any responsibility or liability for this material. Adviser understands that by using the Service, Adviser and the Authorised Users may be exposed to such Content. If Adviser or any Authorised User becomes aware of misuse of the Service by any person or any Prohibited Content, Adviser shall contact Voyant at +44 (20) 8090 3601 or by email to support@planwithvoyant.co.uk , describe such abuse and, if the contact is by email, reference "Service Abuse" in the subject line.

12.8 Adviser acknowledges, consents and agrees that Voyant may access, preserve and disclose Adviser Content and/or the account information of Adviser and/or Authorised Users 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 requests for customer service; or

e.    protect the rights, property or personal safety of Voyant, its Users and the public.


12.9 Adviser accepts sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all data in the Adviser Content, and Voyant shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any such data in connection with Adviser or any Authorised User's use of or access to the Service.

12.10 In relation to Personal Data (as defined in the General Data Protection Regulation 2016/67 (the "GDPR") as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of The Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (together "DP Legislation") provided by the Adviser to Voyant for use in connection with the Services:

a.    the parties agree that the type of Personal Data processed pursuant to this Agreement, including the subject matter, duration, nature and purpose of the processing, and the categories of data subjects, are personal and financial detail (including authorised user logon details and financial and investment data relating to Adviser's clients) necessary for the creation of a financial plan, to be processed by Voyant for the duration of this Agreement;

b.    in respect of the parties' rights and obligations under this Agreement regarding the Personal Data, the parties hereby acknowledge and agree that the Adviser is the data controller (as defined in the DP Legislation "Data Controller") and Voyant is the data processor (as defined in the DP Legislation "Data Processor") and accordingly Voyant agrees that it shall process all Personal Data in accordance with its obligations pursuant to this Section 12.10;

c.     Voyant shall:

                              i.        only process the Personal Data in order to provide the Services and shall act only in accordance with this Agreement and the Company's written instructions issued from time to time;

                             ii.        implement appropriate technical and organisational measures to ensure a level of security appropriate to the risks that are presented by the processing, in particular protection against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed pursuant to this Agreement;

                            iii.        take reasonable steps to ensure the reliability of any of its staff who will have access to the Personal Data and ensure that anyone who accesses it shall respect and maintain all due confidentiality;

                           iv.        be permitted to engage any sub-processors in the performance of the Services, remain liable for sub-processors processing of Personal Data and that where it appoints any such sub-processor it will do so on the basis of a written contract which imposes terms equivalent to those set out in this Section 12.10;

                            v.        only cause or permit any Personal Data to be transferred or processed outside the European Economic Area where the standard contractual clauses approved by the EU Commission under applicable DP Law or another adequate measure has been taken;

                           vi.        immediately notify the Adviser of any actual unauthorised or accidental disclosure of or access to any Personal Data by any of its staff, sub-processors or any other identified or unidentified third party;

                          vii.        where applicable in respect of any Personal Data processed pursuant to this Agreement, assist, at the Adviser's cost, the Adviser in ensuring compliance with Adviser's obligations to respond to requests from any data subject(s) and ensuring compliance with its obligations under the DP Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; and

                         viii.        upon termination of this Agreement and at the request of the Adviser, delete or return to the Adviser all Personal Data processed pursuant to the Agreement.

13. Third-Party Interactions

14. Termination

14.1 This Agreement commences on the Effective Date. The initial term is one month (the "Initial Term"). Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms of one month each.

14.2 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 30 days prior to the date of the expiration of the then-current term.

14.3 Voyant, in its sole discretion, may suspend or terminate Adviser's access to the Service, or terminate this Agreement, upon any breach of Adviser's obligations hereunder (including unauthorised use of Content or the Service) or the occurrence of any circumstances which Voyant reasonably believes have resulted or will result in the Adviser becoming insolvent or bankrupt or otherwise ceasing to trade.

14.4 In addition, Voyant may terminate this Agreement at any time for its convenience, provided that, if such termination takes effect prior to the expiration of the then-current term, Adviser's ongoing payment obligations shall cease, and Voyant shall refund any sums paid by Adviser in advance, in respect of the unexpired portion of the then current term, but without prejudice to Adviser's liability to pay any outstanding balance on Adviser's account.

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

14.6 Upon termination of this Agreement, Sections 5 and 7 to 25 shall survive and remain in effect and all other rights and obligations shall cease.

15. Representations and Warranties

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

16. Indemnification

Adviser shall indemnify and hold Voyant, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) ("Damages") arising out of or in connection with: (i) a claim alleging that use of the Adviser Content infringes the rights of, or has caused harm to, a third party; and/or (ii) a claim by a third party arising from the breach by Adviser, Voyant Administrator or an Authorised User of this Agreement.

17. Confidentiality

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

18. Warranties

18.1 Voyant warrants that the Service will be provided with reasonable care and skill.

18.2 No conditions, warranties or other terms apply to any Services under this Agreement except to the extent that they are expressly set out in this Agreement. Subject to the warranty above, no implied conditions, warranties or other terms apply (including implied terms as to quality, fitness for purpose or conformance with description) to the Services.

18.3 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 Adviser'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 Adviser through the Service will meet Adviser'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.

19. Internet Delays and Force Majeure

19.1 Voyant's Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Subject to Section 21, Voyant shall not be liable for any loss, liability or damage arising as a result of any failure, delay, limitation, delivery failure, inaccuracy or other fault in the operation of the internet and/or electronic communications not controlled by Voyant.

19.2 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.

20. Limitation of Liability

20.1 Nothing in this Agreement excludes or limits Voyant's liability:

(a) for personal injury or death caused by its or its employees or agents negligence;

(b) for fraud or fraudulent misrepresentation;

(c) under any express indemnities contained within this Agreement;

(d) to pay any sums properly due and owing to the other in the course of normal performance of this Agreement;

(e) for the misuse of Voyant Confidential Information; or

(f) or any other liability which may not be excluded or limited by applicable law, even if any other term of this agreement would otherwise suggest that this might be the case.

20.2 Save as set out above, Voyant does not accept liability under or in relation to this Agreement or its subject matter (whether such liability arises due to negligence, breach of contract, misrepresentation of for any other reason) for any:

(a) loss of profits;

(b) loss of anticipated savings;

(c) loss of data;

(d) wasted management or other staff time;

(e) losses or liabilities under or in relation to any other contract;

(f) indirect, special or consequential loss or damage.

20.3 Save as set out above, Voyant's total liability, in respect of any six-month period preceding the applicable claim (the "Contract Half-Year"), arising from or in connection with this Agreement, and in relation to anything which the party concerned may have done or not done in connection with this Agreement (and whether liability arises because of a breach of contract, negligence or for any other reason) shall be limited to the amounts paid or payable by the Adviser under this Agreement for Services provided during the relevant Contract Half-Year.

20.4 Adviser 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 Adviser's use of the Service. In the absence of these provisions, Voyant would not have made the Service available for the fees charged.

21. Local Laws and Export Control

21.1 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 Adviser in violation of U.S. export laws.

21.2 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

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

22. Notice

Voyant may give notice by means of a general notice on the Service via electronic mail to Adviser'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 Adviser'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). Adviser may give notice to Voyant (such notice shall be deemed given when received by Voyant) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Voyant at the following addresses: Voyant, Inc. 7300 Ranch Road 2222, Building, addressed to the attention of: Chief Financial Officer.

23. Modification to Terms

Voyant reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement and/or the applicable policy on the Service. Adviser is responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Adviser's consent to such changes and agreement to be bound, provided however that if Voyant imposes a fee for continued use of the Service, Adviser 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.

24. Assignment

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

25. General

25.1 This Agreement shall be governed by laws of England 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 courts of England.

25.2 Notwithstanding the submission to the exclusive jurisdiction of England, Voyant may bring proceedings in the courts of any other state which have jurisdiction for reasons other than the parties' choice, for the purpose of seeking:

(a) an injunction, order or other non-monetary relief (or its equivalent in such other state); and/or

(b) any relief or remedy which, if it (or its equivalent) were granted by the courts of England would not be enforceable in such other state.

25.3 No text or information set forth on any other purchase order, pre-printed form or document shall add to or vary the terms and conditions of this Agreement.

25.4 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.

25.5 No joint venture, partnership, employment, or agency relationship exists between Adviser and Voyant as a result of this agreement or use of the Service.

25.6 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.

25.7 This Agreement comprises the entire agreement between Adviser 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.

25.8 Save that an Affiliate of Voyant shall have the benefit of and the right to enforce all provisions in this Agreement which are for the benefit of and enforceable by Voyant, the parties to this Agreement do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement. The parties to this Agreement may agree to vary its terms without the consent of any Affiliate.

25.9 For the purposes of this Agreement, "Affiliate" means an entity under Common Control. An entity "Controls" another if it: holds a majority of the voting rights in it; is a member or shareholder of it and controls alone or pursuant to an agreement with other shareholders or members, a majority of the voting rights in it; has the right to exercise a dominant influence over it pursuant to its constitutional documents or pursuant to a contract; and two entities are in " Common Control" if either controls the other (directly or indirectly) or both are controlled (directly or indirectly) by the same entity.

Questions or Additional Information

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to support@planwithvoyant.co.uk or a notice to the address set fo