This document is a draft. Its effective date has not been set, so it is not yet in force. Do not rely on it.

Kairos Platform Terms of Service

Version 1.0 Effective [DATE]

These Terms of Service ("Terms") are a binding agreement between Familiare Management LLC ("Kairos", "we", "us") and the organization that subscribes to the Kairos platform ("Subscriber", "you").

By clicking to accept these Terms, or by using the Service, you agree to them. If you are accepting on behalf of an organization, you confirm that you are authorized to bind that organization, and "you" means that organization.

Please read section 9 carefully. It describes how we use data from your use of the Service, including to build and improve models that benefit all subscribers.

1. Definitions

Service means the Kairos customer relationship management platform, including the web application, its application programming interfaces, the financial needs analysis tools, the prospecting and research features, the automation features, and any documentation or support we provide with them.

Subscriber Data means all data you or your Users put into the Service, or that the Service collects or generates on your behalf. It includes contact and prospect records, notes, activity history, documents, policy and deal records, financial needs analysis inputs and outputs, and messages sent through the Service.

End Client means an individual whose personal information appears in Subscriber Data, including your clients, prospects and recruits.

User means an individual you authorize to access the Service under your account, including your advisors, administrators, assistants and staff.

Derived Features means statistical and categorical values computed from Subscriber Data that do not identify any individual, household or Subscriber. Section 9.3 describes them and sets out what they exclude.

Documentation means the in product guidance and any materials we publish describing how the Service works.

2. The Service

2.1 What we provide. We will make the Service available to you in accordance with these Terms and your subscription plan, and we will provide it with reasonable skill and care.

2.2 Changes to the Service. We develop the Service continuously. We may add, change or remove features. We will not make a change that materially reduces the core functionality of your plan without giving you reasonable notice. If such a change materially and adversely affects you, you may terminate under section 18.3 and receive a pro rata refund of prepaid fees for the unused remainder of your term.

2.3 What the Service is not. The Service is software. It is not insurance, investment, tax or legal advice, and we are not a broker, an insurance producer, an investment adviser or a fiduciary to you or to any End Client. Section 11 covers this in more detail and it matters, so please read it.

3. Trials

3.1 A trial is a subscription. If we give you access on a trial basis, these Terms apply in full for the trial period, including section 9. A trial is a subscription priced at zero rather than an exception to this agreement.

3.2 What may differ. During a trial we may limit features, seats, storage, enrichment credits or data volumes, and we may change those limits. We will tell you what the limits are.

3.3 Ending a trial. Either of us may end a trial at any time for any reason. If your trial ends without converting to a paid subscription, section 18.5 governs what happens to your data.

3.4 No warranty during a trial. Trial access is provided as is. The service levels in section 16 do not apply during a trial.

4. Your account and your Users

4.1 Accounts. You are responsible for everything that happens under your account, including the acts and omissions of your Users. You will keep credentials confidential and tell us promptly at info@familiaremgmt.com if you believe an account has been compromised.

4.2 Seats. Your plan sets how many Users may access the Service. Seats are per individual. Users may not share credentials.

4.3 Administrators. You will designate at least one administrator. An administrator can add and remove Users, change permissions, and see and export Subscriber Data across your organization. Choose them accordingly.

4.4 Your Users are bound. You will ensure your Users comply with these Terms. Each User will be asked to accept these Terms, and their acceptance is in addition to, not instead of, yours.

4.5 Licensing and supervision. You are responsible for confirming that each User holds the licenses and appointments their activity requires, and for supervising their use of the Service. We do not verify licensing and the Service does not do it for you.

5. Team hierarchies and shared visibility

5.1 You configure visibility. The Service supports organizational hierarchies in which managers and administrators can see records belonging to people below them. You decide how your organization is configured and who can see what.

5.2 Separate organizations are separate. Where two organizations each hold their own subscription, neither can see the other's Subscriber Data through the Service, regardless of any business relationship between them, unless they both configure it and we support that configuration. An upline, downline or marketing relationship outside the Service does not by itself grant access inside it.

5.3 Your responsibility for your own configuration. If you grant somebody access to Subscriber Data, whether a User, a manager or another organization, you are responsible for that decision and for whether you are permitted to make it.

6. Fees, billing and renewal

6.1 Fees. You will pay the fees for your plan. Fees are stated when you subscribe and in your account.

6.2 Billing. We bill in advance for each billing period. Fees are non-refundable except where these Terms say otherwise.

6.3 Changes in seats. If you add seats mid period, we will charge a pro rata amount for the remainder of that period. If you remove seats, the reduction takes effect at the start of your next period.

6.4 Automatic renewal. Your subscription renews automatically for successive periods of the same length unless cancelled under section 18.2.

6.5 Price changes. We may change fees for a renewal period with at least thirty days written notice before the renewal date. If you do not accept the new price, you may cancel under section 18.2 before renewal.

6.6 Taxes. Fees exclude taxes. You are responsible for any sales, use or similar taxes, excluding taxes on our income.

6.7 Late payment. If payment fails or is overdue, we may suspend access under section 18.4 after giving you notice and a reasonable chance to fix it.

7. Your data is yours

7.1 Ownership. You own Subscriber Data. Nothing in these Terms transfers ownership of it to us.

7.2 Our license. You grant us a non-exclusive, worldwide license to host, copy, process, transmit, display and otherwise use Subscriber Data for the purposes set out in section 9, and for no other purpose.

7.3 Export. While your subscription is active you may request an export of Subscriber Data at any time, and we will provide it in a machine readable format within five business days. Where the Service provides self-service export features, you may also use those at any time. Section 18.5 covers export after termination.

8. Your responsibilities for the data you put in

This section exists because you are putting other people's financial information into our system, and most of the legal duties that attach to it are yours rather than ours.

8.1 Your right to provide it. You represent that you have the right to provide Subscriber Data to us and to have us process it as described in section 9, and that doing so does not breach any law, any agreement you are party to, or any privacy notice you have given to an End Client.

8.2 Notice and consent. You are responsible for giving End Clients any privacy notice, and obtaining any consent, that applicable law requires, including in relation to the processing described in section 9. We will give you the information you reasonably need in order to do that. For the avoidance of doubt, Kairos does not give privacy notices to your End Clients, does not collect consents from them, and has no direct relationship with them. If one of them asks about their information, the request is yours to answer and we will help you answer it.

8.3 Accuracy and legal basis. You are responsible for the accuracy of Subscriber Data and for having a lawful basis to collect and use it.

8.4 Regulatory compliance. You are responsible for your own compliance with the laws and rules that apply to you, including insurance licensing and suitability rules, the Gramm-Leach-Bliley Act and its implementing regulations, state insurance privacy and data security laws, state consumer privacy laws, and the rules governing electronic mail, text messages and telephone calls, including the Telephone Consumer Protection Act, the CAN-SPAM Act and do-not-call requirements. The Service gives you tools to contact people. It does not decide whether you are permitted to contact them.

8.5 Carrier, upline and third party obligations. You represent that your use of the Service is permitted by your agreements with your carriers, your marketing organization and any upline, including any restrictions those agreements place on where customer data may be stored or who may process it.

8.6 Record retention. You are responsible for meeting your own record retention obligations. The Service is not a system of record for regulatory purposes unless you have satisfied yourself that it meets your requirements.

8.7 Sensitive information. Do not put information into the Service that you are not permitted to disclose to a service provider, and do not put protected health information into the Service unless we have signed a separate written agreement covering it.

9. How we use data, including for modeling and learning

This is the section that describes what we do with data beyond simply running the Service for you. We have written it in plain language because we would rather you understand it than merely agree to it.

9.1 To provide the Service to you. We process Subscriber Data to operate, maintain, secure and support the Service for you, to provide the features you use, to prevent abuse, and to meet our legal obligations.

9.2 To improve the Service. We use Subscriber Data to understand how the Service is used and to improve it. This includes diagnosing faults, measuring whether features work, finding data quality problems, and developing new features. We may not use Subscriber Data to perform services on behalf of any other subscriber except as described in 9.4.

9.3 Modeling and learning, and what it uses. We build and improve statistical and machine learning models that make the Service more useful. These models help us to:

• score and rank prospects, so that the people most likely to be a fit appear first;
• recognize which characteristics tend to precede a good client relationship, and surface prospects who share them;
• suggest next actions and flag records that look neglected or incomplete;
• improve the research and enrichment features, including which signals are worth retrieving;
• improve the financial needs analysis tools; and
• build new features that depend on learning from patterns across many records.

To do this we compute Derived Features from Subscriber Data. Derived Features are deliberately coarse. They are ranges rather than exact values, categories rather than free text, counts rather than content, and flags rather than detail. For example, an income band rather than an income, a product type rather than a policy number, a count of factoids in a category rather than the factoids themselves.

Derived Features exclude the following, and we do not use any of it for modeling or learning:

• names of individuals or households;
• email addresses, postal addresses and telephone numbers;
• government identifiers, including Social Security numbers and driver licence numbers;
• financial account numbers, policy numbers and card numbers;
• free text you write, including notes, presenting concerns and internal commentary;
• the contents of messages, call recordings and call transcripts; and
• documents you upload.

9.4 What crosses between subscribers, and what does not. A model we train is used across the Service, so improvements learned from aggregate patterns benefit every subscriber, including you. Where we show you insights, benchmarks or suggestions that draw on data beyond your own organization, they are:

• computed only from Derived Features, never from the categories excluded in 9.3;
• aggregated across at least 20 distinct organizations or individuals, so that no single organization, individual or household can be identified or inferred from them; and
• never presented in a way that identifies another subscriber or their clients.

We will not disclose your Subscriber Data, or Derived Features attributable to you, to another subscriber in any form that identifies you, your organization or any End Client.

9.5 Our commitments. We commit to the following, and these commitments are part of this agreement:

• We do not sell Subscriber Data or Derived Features. We do not share them for cross-context behavioural advertising.
• We will not attempt to re-identify any individual, household or organization from Derived Features, and we will not permit anyone else to do so. We maintain reasonable technical and organizational measures to prevent re-identification.
• We will not use Subscriber Data to compete with you by contacting your clients or prospects on our own behalf, or by selling access to them.
• We will not use your Subscriber Data to build a book of business for ourselves or for any other subscriber.

9.6 Opting out of modeling and learning. You may opt out of contributing to the modeling and learning described in 9.3 and 9.4 at any time, either using the control in your organization's settings in the Service or by written notice to info@familiaremgmt.com. Where you give notice rather than using the control, we will action it within 30 days. An opt-out applies to your whole organization, and we record when it was set and by whom.

Two things about opting out that we would rather state plainly than bury:

• It is prospective only. We will stop computing Derived Features from your Subscriber Data and stop including it in future training. We cannot remove the contribution of data already used from a model that has already been trained, in the same way that a person cannot unlearn something. If this matters to you, opt out before you load data, not after.
• It is reciprocal. If you opt out of contributing, you will also stop receiving the cross-subscriber insights, benchmarks and prospect scoring improvements described in 9.4 that are derived from other subscribers' data. The rest of the Service continues to work normally, and opting out will not otherwise affect your pricing, your access or the quality of support you receive.

9.7 Aggregate and anonymous reporting. We may publish aggregate statistics about the Service, such as total records processed or overall feature adoption, provided they do not identify you, any End Client or any other subscriber.

9.8 Service providers. We use third parties to run the Service, including hosting, database, electronic mail delivery, data enrichment and artificial intelligence providers. We give them access only as needed to provide their part of the Service, and we require them by contract to protect it and to use it only for that purpose. Our privacy policy at https://kairos.familiaremgmt.com/privacy lists the categories of provider we use.

9.9 Legal disclosure. We may disclose Subscriber Data if required by law. If we are legally permitted to tell you first, we will.

9.10 Our privacy policy. Our privacy policy at https://kairos.familiaremgmt.com/privacy gives further detail. If it ever conflicts with this section 9, this section 9 governs as between you and us.

10. Enrichment, research and third party data

10.1 How enrichment works. The Service can retrieve information about prospects and companies from third party data providers. Depending on your plan and configuration, these requests are paid for either with credentials and credits you supply, or from an allowance we supply.

10.2 Allowances we supply. Where we supply the allowance, it is limited. The Service will tell you what the limit is and how much of it you have used. When an allowance is exhausted, enrichment features stop until the next period or until the allowance is increased. That is a limit, not a fault.

10.3 Your own credentials. If you supply your own provider credentials, your agreement with that provider governs your use of it, including its charges, and you are responsible for complying with it. We will show you what the Service spent against your credentials, to the best of what the provider reports to us.

10.4 We do not warrant third party data. Information retrieved from a third party provider is theirs, not ours. We do not warrant that it is accurate, current or complete, and you should not treat it as verified. You remain responsible for how you use it, including whether it is lawful to contact somebody on the basis of it.

10.5 Provider terms. Third party providers impose restrictions on how their data may be used, including on contacting people and on retention. You will comply with those restrictions.

11. Artificial intelligence features, and their limits

11.1 What they do. Parts of the Service use artificial intelligence to draft messages, summarize records, extract information from documents, suggest next actions and score prospects.

11.2 They can be wrong. These outputs are generated by statistical models. They can be inaccurate, incomplete, outdated or plainly mistaken, and they can be confidently wrong. You will review any output before relying on it, sending it to anybody, or acting on it.

11.3 You remain responsible. A suggestion from the Service is not advice and is not a recommendation to any End Client. You are solely responsible for the suitability of any product you recommend, for every communication you send, and for every decision you make, whether or not the Service suggested it. The financial needs analysis features are calculation and presentation tools. They do not determine suitability and they do not discharge any duty you owe to a client.

11.4 Prospect scoring is not a judgment about a person. Scores and rankings are statistical estimates of fit for your outreach. They are not assessments of creditworthiness, insurability, character or any other personal characteristic, and must not be used for any purpose for which a consumer report would be required.

12. Confidentiality

12.1 Mutual obligation. Each of us may receive confidential information from the other. Each of us will protect the other's confidential information with at least reasonable care, will use it only to perform this agreement, and will not disclose it except to people who need it and are bound to protect it.

12.2 Your Subscriber Data is confidential. We treat Subscriber Data as your confidential information, subject to section 9.

12.3 Exclusions. Confidentiality does not apply to information that is public through no fault of the recipient, was already known to the recipient without obligation, is independently developed without use of the other's information, or is received from a third party without restriction.

12.4 Compelled disclosure. Either of us may disclose confidential information if legally compelled, after giving the other notice where lawful.

13. Acceptable use

You will not, and will not permit any User or third party to:

• use the Service to send unlawful, deceptive, harassing or unsolicited communications, or communications that breach the rules referred to in 8.4;
• upload data you do not have the right to provide;
• use the Service to build or enrich a list of individuals you have no lawful basis to contact;
• attempt to access another organization's data, or probe, scan or test the security of the Service except with our written permission;
• reverse engineer, decompile or attempt to derive the source code of the Service, except to the extent that restriction is unenforceable;
• resell, sublicense or provide the Service to a third party as a service, except to your own Users under your subscription;
• use the Service to train a competing machine learning model, or to build a competing product;
• use automated means to extract data from the Service beyond the export features we provide, or at a volume that degrades it for others; or
• remove or obscure any proprietary notice in the Service.

14. Intellectual property

14.1 Ours. We own the Service and all intellectual property in it, including the software, the models, the Derived Features and anything we develop in the course of providing or improving it. Nothing in these Terms transfers that to you. You receive a non-exclusive, non-transferable right to use the Service during your subscription, for your internal business purposes, subject to these Terms.

14.2 Yours. You own Subscriber Data and your own trademarks, and nothing in these Terms transfers them to us beyond the license in 7.2.

14.3 Feedback. If you give us suggestions about the Service, we may use them without obligation to you. We will not identify you as the source without your permission.

15. Security

15.1 What we do. We maintain administrative, technical and physical safeguards designed to protect Subscriber Data against unauthorized access, use, alteration and destruction, appropriate to the nature of the data and the size of our operation. These include encryption of data in transit, access controls, separation of each organization's data, and logging of administrative actions.

15.2 What we do not promise. No system is perfectly secure. We do not warrant that the Service cannot be compromised.

15.3 If something happens. If we become aware of unauthorized access to or disclosure of Subscriber Data, we will notify you without undue delay, give you the information we reasonably have about what happened, and cooperate with you in meeting any notification obligation you have. You remain responsible for notifying End Clients and regulators where the law requires it of you.

15.4 Your part. Security depends on you too. You will use strong unique credentials, keep User access current, remove Users who leave, and configure visibility under section 5 deliberately.

16. Availability and support

16.1 Availability. We aim to keep the Service available at all times other than planned maintenance, and we will try to schedule planned maintenance outside normal business hours and to give notice of it where practical.

16.2 Support. We provide support by electronic mail at info@familiaremgmt.com during normal business hours. We aim to respond to a request that materially prevents you from using the Service within one business day.

16.3 No service credits. These are commitments to try, not a service level agreement with credits, and section 16 does not apply during a trial. If you need a contractual uptime guarantee, speak to us about a separate written agreement.

17. Suspension for cause

We may suspend your access, or a User's access, immediately and without notice if we reasonably believe it is necessary to protect the Service, our other subscribers or any person, including where there is unauthorized access, a security threat, or use that breaches section 13. We will tell you as soon as we reasonably can, and we will restore access once the cause is resolved. A suspension does not by itself relieve you of fees, and it does not delete anything.

18. Term, termination and what happens to your data

18.1 Term. This agreement starts when you first accept these Terms and continues while you have a subscription or trial.

18.2 Your cancellation. You may cancel at any time, effective at the end of your current billing period. We will not refund fees already paid for that period, and you keep access until it ends.

18.3 Termination for breach or for a material change. Either of us may terminate if the other materially breaches this agreement and does not fix it within thirty days of written notice. You may also terminate under section 2.2.

18.4 Our termination for non payment. We may terminate if fees remain unpaid thirty days after we have given you notice of non payment.

18.5 Your data after termination. For 90 days after termination or expiry, we will keep Subscriber Data and give you a reasonable opportunity to export it. On request during that window we will provide an export in a machine readable format. After that window we will delete Subscriber Data, except that we may retain:

• copies in routine backups until they expire in the ordinary course;
• data we are required by law to keep; and
• Derived Features computed before termination, which do not identify you or any End Client, and anything already incorporated into a trained model, which as explained in 9.6 cannot be extracted.

18.6 What survives. Sections 7.1, 9.5, 12, 14, 19, 20, 21, 23 and 24 survive termination, as does any obligation to pay fees already incurred.

19. Warranties and disclaimers

19.1 Mutual. Each of us warrants that we have the authority to enter into this agreement.

19.2 Ours. We warrant that we will provide the Service with reasonable skill and care, and that the Service will perform materially as described in the Documentation.

19.3 Disclaimer. Except as stated in 19.2, and to the fullest extent permitted by law, the Service is provided as is, and we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Service will be uninterrupted or error free, that it will meet your requirements, that any output of an artificial intelligence feature will be accurate, or that any third party data will be accurate or complete.

20. Limitation of liability

20.1 Cap. To the fullest extent permitted by law, the total liability of each of us to the other arising out of or related to this agreement will not exceed the greater of the fees you paid or owed in the twelve months before the event giving rise to the liability, or one thousand United States dollars.

20.2 Excluded losses. Neither of us will be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost business or lost or corrupted data, even if advised of the possibility.

20.3 What the cap does not limit. Nothing in this section limits liability for your obligation to pay fees, either party's indemnity obligations under section 21, a breach of section 12, our breach of section 9.5, or anything that cannot be limited by law, including fraud, fraudulent misrepresentation, willful misconduct and gross negligence.

20.4 Why these limits exist. The fees reflect this allocation of risk. If you need a different allocation, we are willing to discuss different pricing.

21. Indemnities

21.1 You indemnify us against any third party claim, and any resulting loss, liability, damages, cost and reasonable legal fees, arising from:

• Subscriber Data, including a claim that you did not have the right to provide it or that its processing breached a privacy notice or a law;
• your breach of section 8 or section 13;
• any communication you sent through the Service; or
• any advice, recommendation or product sale you made, whether or not the Service was involved.

21.2 We indemnify you against any third party claim that the Service as provided by us infringes that third party's intellectual property rights, and any resulting loss, liability, damages, cost and reasonable legal fees. This does not apply to a claim arising from Subscriber Data, from third party data retrieved under section 10, from your use of the Service in breach of this agreement, or from any modification you make.

21.3 Process. The party seeking indemnity will give prompt written notice of the claim, will let the indemnifying party control the defence and settlement, provided no settlement imposes any obligation or admission on the indemnified party without its consent, and will cooperate reasonably at the indemnifying party's expense.

22. Changes to these Terms

22.1 How we change them. We may change these Terms. We will publish the new version and ask each User to accept it. Where a change materially and adversely affects your rights or obligations, we will give you at least thirty days notice before it takes effect.

22.2 Your choice. Continuing to use the Service after a new version takes effect means you accept it. If you do not accept a materially adverse change, you may terminate under section 18.2 before it takes effect and we will refund a pro rata share of prepaid fees for the unused remainder of your term.

22.3 What we record. We keep a record of each version of these Terms and of each acceptance, including who accepted, when, from what network address, and the exact text they were shown. We keep the text of a published version unchanged, so that an acceptance always refers to what was actually displayed. If we need to correct anything, we publish a new version rather than editing a published one.

23. Governing law and disputes

23.1 Governing law. This agreement is governed by the laws of the State of California, without regard to its conflict of laws rules.

23.2 Venue. The state and federal courts located in Los Angeles County, California have exclusive jurisdiction, and each of us consents to that jurisdiction and venue.

23.3 Talk first. Before either of us files anything, we will each try in good faith to resolve the dispute by discussion, for at least thirty days after written notice of it. This does not prevent either of us from seeking an injunction to stop a breach of section 12 or section 14.

23.4 Jury trial. Each of us keeps the right to a jury trial. Nothing here requires arbitration.

24. General

24.1 Entire agreement. These Terms, together with your plan details and any written agreement we both sign that refers to them, are the entire agreement between us about the Service, and replace any earlier understanding. If a signed agreement between us conflicts with these Terms, the signed agreement governs.

24.2 No reliance on anything else. Neither of us relies on any statement not set out in this agreement. This does not limit liability for fraudulent misrepresentation.

24.3 Assignment. Neither of us may assign this agreement without the other's written consent, except that either may assign it in full to a successor in a merger, acquisition or sale of substantially all assets, on written notice. Any assignee of ours remains bound by section 9, including section 9.5.

24.4 Notices. Legal notices to us go to info@familiaremgmt.com and to 5939 Babbitt Ave, Encino, CA 91316. Notices to you go to the administrator addresses on your account. Notice by electronic mail is effective on the next business day after sending, unless it bounces.

24.5 Force majeure. Neither of us is liable for a failure to perform caused by something outside our reasonable control, excluding any obligation to pay. This does not excuse a failure to perform indefinitely: if it continues for more than sixty days, either of us may terminate.

24.6 Independent parties. We are independent contractors. Nothing here creates a partnership, joint venture, agency or employment relationship, and neither of us may bind the other.

24.7 No third party rights. This agreement is between you and us. Nobody else may enforce it, including any End Client.

24.8 Severability. If any provision is unenforceable, it will be limited or removed to the minimum extent necessary and the rest remains in force.

24.9 Waiver. A failure to enforce a provision is not a waiver of it.

24.10 Interpretation. Headings are for convenience. "Including" means "including without limitation". The singular includes the plural.

25. Contact

Questions about these Terms, and any notice under them, go to info@familiaremgmt.com.

Support requests go to info@familiaremgmt.com.

Familiare Management LLC 5939 Babbitt Ave, Encino, CA 91316