Terms of Service

IMPORTANT: BY USING THE FASTTRACKR TRANSITION PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM.

Fasttrackr, Inc. ("FastTrackr AI", "we", "us", or "our") provides the FastTrackr Advisor Transition Platform (the "Platform") as a neutral technology tool to assist financial advisors, their staff, and transition consultants in managing the administrative, data-management, documentation and other execution aspects of advisor transitions,  firm acquisitions and liftouts. This Agreement governs your access to and use of the Platform.

FastTrackr AI is not a broker-dealer, registered investment adviser, compliance consultant, legal adviser, licensed or regulated entity. Nothing in this Agreement or on the Platform constitutes legal, compliance, financial, or regulatory advice.

1. DEFINITIONS

The following terms have the meanings set forth below:

1.1 "Agreement" means these Terms of Service, together with FastTrackr AI's Privacy Policy, all of which are incorporated herein by reference. By accessing or using the Platform, you agree to be bound by this Agreement. No separate order form or written signature is required.

1.2 "Platform" means FastTrackr AI's proprietary SaaS-based Transition Platform, including all features, modules, tools, and services designed to assist in the administrative management of financial advisor transitions and firm acquisitions.

1.3 "User" means any individual who accesses or uses the Platform, including financial advisors, transition consultants, firm administrators, and support staff who have been granted access.

1.4 "Advisor" means any licensed or registered financial professional — including financial advisors, registered representatives, investment adviser representatives, wealth managers, financial planners, and portfolio managers — who is transitioning between financial services firms, or whose book of business is being acquired by, transferred to, or consolidated with another firm. This includes individuals affiliated with or departing from any type of financial services entity, including wirehouses, broker-dealers, RIAs, hybrid RIAs, bank trust departments, insurance-affiliated advisory platforms, and independent contractors operating through an OSJ. An Advisor may be a sole practitioner or part of a transitioning team.

1.5 "Transition Consultant" means any individual or firm engaged to assist an Advisor, a team of advisors, a financial advisors firm or Acquiring Firm in the account transition process, operating on behalf of and with the authorization of that Advisor, team or firm.

1.6 "Acquiring Firm" or "Destination Firm" means the broker-dealer, registered investment adviser, wirehouse or other financial services firm to which an Advisor or team of advisors is transitioning or which is acquiring an Advisor's or a team of advisor’s book of business.

1.7 "Prior Firm" means the broker-dealer, registered investment adviser, wirehouse or other financial services firm from which an Advisor is departing.

1.8 "Client" means any end-client or retail customer of an Advisor whose household data, account information, or personal information is entered into or processed through the Platform by a User.

1.9 "Household" or "HH" means a grouping of one or more Clients and their associated accounts as organized within the Platform.

1.10 "Client Data" means all data, documents, files, and information relating to Clients that is uploaded, entered, or otherwise provided by Users and/or clients into the Platform, including names, addresses, phone numbers, email addresses, account types, account numbers, Social Security Numbers (SSNs), tax identification numbers, financial holdings, beneficiary information, driver’s license numbers, passport numbers, CIP/AML verification documents, trust documents, estate planning documents (wills, POA), government-issued identification and any other personally identifiable information (PII).

1.11 "Sensitive Client Data" means Client Data that constitutes highly confidential or regulated information, including Social Security Numbers, government-issued identification numbers, account numbers, financial account details, tax information, and any information qualifying as nonpublic personal information ("NPI").

1.12 "Protocol Advisor" means an Advisor or team of advisors transitioning between two firms that are both current signatories to the Protocol for Broker Recruiting ("Broker Protocol"), and who complies with all requirements of the Broker Protocol.

1.13 "Non-Protocol Advisor" means an Advisor or team of advisors whose Prior Firm, Destination Firm, or both are not signatories to the Broker Protocol, or who is transitioning in a manner not governed by or not in compliance with the Broker Protocol.

1.14 "Custodian" means any financial institution, clearing firm, or custodian (such as NFS, Pershing, Schwab, or IWS) at which Client accounts are held.

1.15 "Project" means a distinct transition project created within the Platform representing a specific advisor or team of advisors’ transition or acquisition effort with associated Households and data.

1.16 "Applicable Law" means all federal and state laws, rules, regulations, and self-regulatory organization rules applicable to Users, including but not limited to the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, FINRA rules, the Gramm-Leach-Bliley Act, state non-solicitation and non-compete laws, and the Broker Protocol where applicable.

2. SERVICES

2.1 Platform Description

The FastTrackr Advisor Transition Platform is a neutral data management and workflow tool. The Platform allows Users to: (a) create and manage transition Projects; (b) upload, organize, and enrich Client household data; (c) collect and store Client information including PII and Sensitive Client Data; (d) generate transition-related documents and forms; (e) coordinate data enrichment with Clients, and Users; and (f) track transition progress across Households.

2.2 Neutral Technology Platform

FastTrackr AI operates solely as a neutral technology platform. FastTrackr AI:

• Does NOT verify, monitor, or enforce compliance with the Broker Protocol, any non-solicitation agreement, any employment or non-compete agreement, or any Applicable Law governing advisor transitions or client solicitation;

• Does NOT determine, represent, or advise on whether any Advisor is a Protocol Advisor or Non-Protocol Advisor;

• Does NOT assess the legal permissibility of any data collection, solicitation activity, or client contact conducted through or facilitated by use of the Platform;

• Does NOT provide legal, regulatory, compliance, or financial advice of any kind;

• Does NOT act as a broker-dealer, registered investment adviser, custodian, or fiduciary to any User or Client.

It is solely the responsibility of each User to ensure that their use of the Platform complies with all Applicable Law and all contractual obligations owed to any Prior Firm, Acquiring Firm, or Custodian.

2.3 US Market Only

The Platform is designed exclusively to support advisor transition activity within the United States financial services regulatory framework. Users may upload information relating to clients who are foreign nationals or who have addresses outside the United States in connection with otherwise US-based transition projects.

2.4 No Regulatory Compliance Representation

The Platform is not designed or certified to comply with any industry-specific regulation. FastTrackr AI makes no representation that use of the Platform satisfies any obligation under GLBA, FINRA rules, SEC regulations, or any other Applicable Law. All regulatory, legal, and compliance obligations arising from use of the Platform are solely the responsibility of the User.

3. USER OBLIGATIONS AND REPRESENTATIONS

3.1 Legal Compliance — General

By using the Platform, you represent, warrant, and covenant that:

• You will use the Platform in full compliance with all Applicable Law, including all laws and regulations governing financial advisor transitions, client solicitation, data privacy, and the collection and use of client information;

• You will comply with all terms of any employment agreement, non-solicitation agreement, non-compete agreement, confidentiality agreement, or any other contractual obligation owed to your Prior Firm, Acquiring Firm, or any other party;

• You have obtained, or will obtain prior to uploading any Client Data, all necessary consents, authorizations, and permissions required by Applicable Law from each Client whose information you upload or enter into the Platform;

• You will not use the Platform to collect, store, or transmit Client Data in a manner that violates any Applicable Law, any client consent, or any obligation owed to a Prior Firm, Acquiring Firm, Custodian, or regulatory authority.

3.2 Protocol and Solicitation Law Compliance

YOU ACKNOWLEDGE AND AGREE THAT:

• FastTrackr AI does not verify whether you are a Protocol Advisor or Non-Protocol Advisor and takes no responsibility for any consequences arising from your protocol status or any violation of the Broker Protocol;

• Certain Client Data, including account numbers, Social Security Numbers, and financial holdings, may be prohibited from being collected or taken under the Broker Protocol, Applicable Law, or your employment agreements. YOU are solely responsible for ensuring that any Client Data you upload or collect through the Platform is data you are legally and contractually permitted to collect and use;

• The Platform does not enforce any restriction on the type of Client Data that may be entered. It is your sole responsibility to ensure compliance with all such restrictions;

• FastTrackr AI shall have no liability whatsoever for any claim, proceeding, regulatory action, sanction, or loss arising from your violation of the Broker Protocol, any non-solicitation or non-compete agreement, any employment agreement, or any Applicable Law relating to solicitation or the collection of client information.

3.3 Client Data — Upload and Consent Obligations

By uploading, entering, or processing any Client Data — including Sensitive Client Data such as Social Security Numbers, account numbers, or financial statements — you represent and warrant that:

• You have the legal right and authority to upload and process such data;

• You have obtained all necessary consents, authorizations, and disclosures from each Client whose information is included, in compliance with all Applicable Law;

• Where required by Applicable Law, you have made any required disclosures to Clients regarding the processing of their information through the Platform.

• You have complied with all applicable privacy laws and professional obligations in obtaining such consents;

• The data you upload is accurate and has been lawfully obtained.

FastTrackr AI does not provide consent forms, template disclosures, or legal guidance regarding consent requirements. You are solely responsible for ensuring your consent procedures comply with all Applicable Law.

3.4 Advisor-Client Relationship

FastTrackr AI has no direct relationship with your Clients. You are the data controller with respect to all Client Data. FastTrackr AI processes Client Data solely as a service provider acting on your instructions. You are solely responsible for all communications, disclosures, consents, and obligations owed to your Clients in connection with the transition process.

3.5 Transition Consultants and Third-Party Users

If you are a Transition Consultant or other third party using the Platform on behalf of an Advisor, a firm or Acquiring Firm, you represent that you have the full authority of that Advisor, firm or Acquiring Firm to use the Platform and upload Client Data, and that the Advisor, firm or Acquiring Firm on whose behalf you act is fully bound by this Agreement. You and the Advisor, the team of advisors or Acquiring Firm on whose behalf you act shall be jointly and severally responsible for all obligations under this Agreement.

4. PROHIBITED USES

You may NOT use the Platform to:

• Collect, upload, or use Client Data that you do not have the legal and contractual right to collect, upload, or use;

• Solicit Clients before you are legally and contractually authorized to do so under Applicable Law, the Broker Protocol (if applicable), and any applicable employment agreement;

• Take Client Data that is prohibited from being taken under the Broker Protocol or any employment agreement, including account numbers, Social Security Numbers, or financial statements, where prohibited;

• Violate any non-solicitation, non-compete, or confidentiality obligation owed to any Prior Firm, Custodian, or other party;

• Upload or process data belonging to Clients without their knowledge and consent where required by Applicable Law;

• Circumvent, disable, or interfere with any security feature of the Platform;

• Use the Platform on behalf of any person or entity subject to OFAC sanctions or applicable trade restrictions;

• Misrepresent your identity, credentials, or authority to any Client or third party through or in connection with the Platform.

• Use the Platform to scrape, crawl, or extract data by automated means; reverse engineer, decompile, or attempt to derive the source code of the Platform; introduce automated bots, scripts, or tools that place unreasonable load on the Platform's infrastructure; or copy, reproduce, or resell any part of the Platform without FastTrackr AI's prior written consent.

5. CLIENT DATA, PRIVACY, AND SECURITY

5.1 Data Controller / Processor Relationship

With respect to Client Data, including Sensitive Client Data, you are the data controller and FastTrackr AI is the data processor, acting solely on your instructions. FastTrackr AI processes Client Data for the sole purpose of providing the Platform services to you. You remain solely responsible for the lawfulness of the processing, the accuracy of the data, and all obligations owed to Clients under Applicable Law.

5.2 Regulatory Compliance — User Responsibility

All regulatory compliance obligations arising from the collection, storage, processing, or use of Client Data through the Platform — including but not limited to obligations under Regulation S-P, GLBA, FINRA rules, state privacy laws, and any other Applicable Law — are solely the responsibility of the User. FastTrackr AI does not represent that use of the Platform satisfies any such obligation, and shall have no liability for any User's failure to comply with any regulatory requirement.

5.3 Sensitive Client Data

The Platform may be used to collect and store Sensitive Client Data, including Social Security Numbers, government identification numbers, account numbers, and other NPI. You acknowledge that the collection, storage, and transmission of such data carries significant regulatory and legal risk, and that you are solely responsible for ensuring that your collection and use of Sensitive Client Data complies with all Applicable Law and all applicable professional obligations.

5.4 Data Security

FastTrackr AI implements commercially reasonable security measures to protect Client Data, including encryption in transit and at rest, access controls, and regular security assessments. However, no data transmission or storage system is completely secure. FastTrackr AI does not guarantee the absolute security of Client Data and shall not be liable for any security breach, except solely to the extent of direct damages caused solely and directly by FastTrackr AI's gross negligence or willful misconduct.

5.5 Data Breach Notification

In the event FastTrackr AI becomes aware of a security incident affecting Client Data, FastTrackr AI will notify affected Users as soon as reasonably practicable and in any event within the timeframe required by applicable law for material breaches, and within a reasonable time for non-material incidents. Notification will be sent to the primary email address associated with the User's account. FastTrackr AI's notification obligation runs solely to Users — not to end Clients. Notification of Clients whose data may be affected is solely the responsibility of the User.

6. INTELLECTUAL PROPERTY

The Platform, including all software, algorithms, features, designs, and documentation, is the exclusive property of FastTrackr AI and is protected by applicable intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to use the Platform solely for the purposes described in this Agreement.

You retain ownership of all Client Data you upload. You grant FastTrackr AI a limited license to process Client Data solely to provide the Platform services. FastTrackr AI does not sell Client Data or use it for any purpose beyond providing and improving the Platform.

7. DISCLAIMERS OF WARRANTIES

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FASTTRACKR AI EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

• All implied warranties of merchantability, fitness for a particular purpose, and non-infringement;

• Any warranty that the Platform will meet your specific regulatory, legal, or compliance requirements;

• Any warranty that use of the Platform constitutes compliance with the Broker Protocol, GLBA, FINRA rules, or any other Applicable Law;

• Any warranty as to the accuracy, completeness, or reliability of any AI-generated output or data extracted by the Platform;

• Any warranty that the Platform will be uninterrupted, secure, error-free, or free of harmful components. FastTrackr AI provides no service level commitments, and Platform interruptions or downtime shall not constitute a breach of this Agreement and shall not be grounds for any claim, including claims arising from time-sensitive transition activities.

FASTTRACKR AI MAKES NO WARRANTY REGARDING THE LEGAL PERMISSIBILITY OF ANY ADVISOR'S USE OF CLIENT DATA, ANY SOLICITATION ACTIVITY, OR ANY ASPECT OF AN ADVISOR TRANSITION.

8. LIMITATION OF LIABILITY

8.1 Exclusion of Consequential Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FASTTRACKR AI OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS, LOSS OF DATA, OR REPUTATIONAL HARM, REGARDLESS OF THE CAUSE OF ACTION AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF FASTTRACKR AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FASTTRACKR AI'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO FASTTRACKR AI IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND DOLLARS ($1,000).

8.3 Specific Liability Exclusions

WITHOUT LIMITING THE FOREGOING, FASTTRACKR AI SHALL HAVE NO LIABILITY WHATSOEVER, UNDER ANY THEORY OF LAW, FOR ANY CLAIM, LOSS, DAMAGE, FINE, PENALTY, SANCTION, OR EXPENSE ARISING FROM OR RELATED TO:

• Any violation by any User of the Broker Protocol for Broker Recruiting or any solicitation law or regulation;

• Any violation by any User of any non-solicitation, non-compete, confidentiality, or employment agreement owed to any Prior Firm, Custodian, or third party;

• Any claim, lawsuit, arbitration, or regulatory proceeding brought against any User by any Prior Firm, Acquiring Firm, Custodian, Client, FINRA, the SEC, or any state regulatory authority arising from any advisor transition, solicitation activity, or the collection or use of Client Data;

• Any claim that a User collected, uploaded, retained, or used Client Data — including Sensitive Client Data such as Social Security Numbers, account numbers, or financial statements — without proper authorization, consent, or in violation of Applicable Law;

• Any raiding claim or similar action brought against any User or Acquiring Firm by any Prior Firm;

• Any regulatory sanction, fine, or enforcement action by FINRA, the SEC, or any other regulatory authority arising from any User's conduct in connection with an advisor transition;

• Any inaccuracy, incompleteness, or error in any AI-generated output, extracted data, or document generated by the Platform;

• Any Client's claim arising from the collection, processing, or use of their personal information through the Platform by a User;

• Any dispute between a User and their Prior Firm, Acquiring Firm, Custodian, or Client arising from or relating to a transition.

9. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless FastTrackr AI and its officers, directors, employees, affiliates, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Platform, including any use by Transition Consultants or others acting on your behalf;

• Your violation or alleged violation of this Agreement;

• Your violation or alleged violation of any Applicable Law, including the Broker Protocol, GLBA, FINRA rules, state non-solicitation laws, or any other applicable solicitation or privacy law;

• Your breach of any non-solicitation, non-compete, confidentiality, or employment agreement owed to any Prior Firm, Custodian, or third party;

• Any unauthorized collection, upload, use, or disclosure of Client Data, including Sensitive Client Data, through the Platform;

• Any claim by any Client that their personal information was collected, processed, or used without proper consent or authorization;

• Any claim by any Prior Firm, Custodian, Acquiring Firm, or regulatory authority arising from your use of the Platform in connection with an advisor transition;

• Any inaccuracy or misrepresentation made by you or on your behalf through the Platform.

10. CONFIDENTIALITY

Each party agrees to keep the other party's Confidential Information confidential and to use it only for the purpose of performing under this Agreement. "Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

FastTrackr AI agrees to treat all Client Data as Confidential Information. FastTrackr AI shall not disclose Client Data to any third party except as necessary to provide the Platform services or as required by Applicable Law. For the avoidance of doubt, FastTrackr AI does not disclose Client Data, Project Data, or any User information to any Prior Firm or party adverse to a User in any employment or transition-related dispute.

The confidentiality obligations set forth in this Section shall survive termination of this Agreement for a period of five (5) years. For clarity, this obligation governs the non-disclosure and non-use of Confidential Information and is independent of FastTrackr AI's data retention obligations set forth in Section 11.5. FastTrackr AI may delete Client Data in accordance with Section 11.5 while remaining bound by this confidentiality obligation with respect to any data it held during the term.

11. TERM AND TERMINATION

11.1 Term

This Agreement commences on the date you first access the Platform and continues until terminated by either party.

11.2 Termination by User

You may terminate this Agreement at any time by ceasing all use of the Platform and providing written notice to FastTrackr AI at contact@fasttrackr.ai.

11.3 Termination by FastTrackr AI

FastTrackr AI may suspend or terminate your access to the Platform immediately upon written notice if: (a) you materially breach this Agreement; (b) FastTrackr AI determines in its reasonable discretion that your use of the Platform poses a legal or regulatory risk to FastTrackr AI or any third party; (c) required by Applicable Law or a regulatory authority; or (d) FastTrackr AI ceases to offer the Platform.

11.4 Effect of Termination

Upon termination, your right to access and use the Platform ceases immediately. Sections 3, 7, 8, 9, 10, 12, and 13 shall survive any termination of this Agreement.

11.5 Data Following Termination

Following termination, FastTrackr AI will retain Client Data for a period of up to thirty (30) days, after which it will be deleted from active systems, subject to applicable backup retention periods. Backup copies will be purged within sixty (60) days following deletion from active systems. You are solely responsible for maintaining appropriate records prior to and following termination. FastTrackr AI is not responsible for any consequences arising from your failure to maintain required records before or after deletion.

12. DISPUTE RESOLUTION

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

12.2 Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted by a single arbitrator in Delaware, in the English language. Judgment upon the award rendered may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction at any time.

12.3 No Class Actions

YOU WAIVE ANY RIGHT TO BRING CLAIMS AS A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION. ALL CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY ONLY.

12.4 Force Majeure

Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, cyberattacks, telecommunications failures, or government actions. The affected party shall use reasonable efforts to mitigate the effects of such events.

13. GENERAL PROVISIONS

13.1 Entire Agreement. This Agreement constitutes the entire agreement between you and FastTrackr AI with respect to the Platform and supersedes all prior or contemporaneous understandings, agreements, representations, or warranties.

13.2 Amendments. FastTrackr AI reserves the right to modify this Agreement at any time by posting the updated version on its website. Your continued use of the Platform after the posting of any modification constitutes your acceptance of the modified Agreement.

13.3 Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

13.4 No Waiver. Failure by FastTrackr AI to enforce any provision of this Agreement shall not constitute a waiver of its right to enforce that provision in the future.

13.5 Assignment. You may not assign your rights or obligations under this Agreement without the prior written consent of FastTrackr AI. FastTrackr AI may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

13.6 No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights. No Client, Prior Firm, Acquiring Firm, Custodian, or other third party shall have any rights under this Agreement.

13.7 Notices. Legal notices to FastTrackr AI must be sent in writing to contact@fasttrackr.ai and by certified mail or recognized overnight courier to: FastTrackr, Inc., 131 Continental Dr, Suite 305, Newark, DE 19713. Notices to you will be sent to the email address associated with your account and shall be deemed received upon sending.

CONTACT

Questions, concerns, or complaints regarding these Terms of Service should be directed to:

FastTrackr Inc. Email: contact@fasttrackr.ai