Business Agreement

THE FOLLOWING DESCRIBES THE TERMS ON WHICH RESPOND.COM, DBA WISERADVISOR, ADVISOR PALADIN, OR ANY PRIVATE LABEL VERSION OF THE RESPOND SERVICE, INCLUDING WISERADVISOR.COM, PALADIN REGISTRY. OFFERS YOU ACCESS TO OUR SERVICES. PLEASE READ THESE TERMS CAREFULLY AS THEY CONSTITUTE A LEGAL AGREEMENT SETTING FORTH YOUR USE OF OUR PRODUCTS AND SERVICES. BY SUBMITTING YOUR BUSINESS INFORMATION AND REGISTERING WITH RESPOND.COM AND ITS NETWORK OF SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND LEGALLY BY THE TERMS WITHIN.

The services available at www.respond.com (the "Site") and its network of the sites ("Services") are owned and operated by Respond.com, Inc., operating as a Delaware corporation, and doing business as Respond.com, WiserAdvisor, Paladin Registry ("Respond"), and are provided to You ("You"), the end user individual or business, under the following terms and conditions (the "Agreement"). By using the Services You agree to be bound by any of the terms and conditions of this Agreement. Please note that Respond may amend this Agreement at any time, without notification, by posting the amended terms and conditions on the Site or private label versions of the Site (together the "Sites"). Once posted in the Sites, You are considered as agreeing with any of such amended terms included thereto. Please note that Your continued use of the Services following any changes will be deemed conclusive acceptance of any changes to this Agreement.

PROGRAMS; OTHER TERMS AND CONDITIONS

Additional terms and conditions may apply to Your registration with any of Respond's business directory or lead generation programs and/or to specific portions or features of the Site, all of which are made a part of this Agreement by this reference. You agree to abide by such other terms and conditions, including (where applicable) representing that You are of sufficient legal age and/or have the right and ability to use or participate in such program. If there is a conflict between this TOS and the terms posted for or applicable to a specific portion of the Site, including any program registration areas, the latter terms shall control with respect to Your use of that portion of the Site or the specific program. Respond's obligations, if any, with respect to its programs and/or services are governed solely by the agreements pursuant to which they are provided, and nothing on the Site shall be construed to alter such agreements.

SERVICES

Respond is a pay for performance advertising service that displays business listing information and matches requests (referrals) from potential customers ("Buyers") with advertisers ("Businesses") that are listed in the business directory and may be able to meet the needs of the Buyer. Respond is not involved in the actual transaction between end Buyers and Businesses nor in any of the services provided to the Buyers by the Businesses. Consequently, Respond cannot ensure that a transaction between any Buyer and Businesses will occur between two parties. Further, if a transaction does occur, Respond has no control over the quality, safety or legality of the item or services sold or rendered. The Sites are a venue for You to receive requests from interested Buyers. You understand that Respond does not guarantee sales or results. You may receive any number of requests, clicks, or calls, a day, or may receive zero requests, clicks, and calls for products or services on any given day and possibly throughout Your participation in Respond, and Respond functions only as an intermediary that provides Buyers and Businesses with access to others within an environment that makes it easier for Buyers to engage Businesses and vice versa. You agree to assume all responsibility and liability for Your use of the Services, any transactions or communications You initiate either with a Buyer or a Business, or any claims that may result there from. Moreover, You acknowledge and agree that this Site features materials, products, and services provided by third parties and persons. Respond makes no representations with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, reliability, or correct sequencing of such third party materials, products, and services or any other materials, products, and services which such third party materials, products and services may access. Respond expressly disclaims responsibility and liability for all third party provided materials, products, and services accessed through the Site.

REGISTRATION OBLIGATIONS.

You agree to provide true, accurate, current and complete information about You and Your business as prompted by the registration process. If You do not, Respond has the right to deny, suspend or terminate Your Service.
The email address used to register with Respond must be distinct and refer to You.

You will receive an email, usually within three (3) business days, notifying You whether or not Your registration has been approved. Respond may deny You use of the Service at its sole discretion. Specifically, the following Businesses are ineligible to participate in the Service:

Posting surveys, contests, or pyramid schemes including "MLM" or Multi-Level Marketing programs;
Aggregators of Businesses. Those Businesses that can be classified as a directory service, call center, referral network, association, franchiser, portal, search engine or something other than a destination site will be considered an aggregator; Aggregators are also those businesses which direct customers from their own business Web site to another business Web site in order to make a transaction or purchase;
Businesses are strictly prohibited from using Respond to recruit additional members or representatives for their Business. These businesses may respond to leads in other categories solely for the purpose of selling the actual products or services that they provide. We reserve the right to deactivate Your account if it appears that You are violating these terms or the terms of use of the service as posted on the Respond site(s) or for any reason at Respond's discretion.

You agree to grant Respond a non-exclusive, worldwide, perpetual, irrevocable, royalty-free (through multiple tiers), sub-licensable right to exercise the copyright, publicity, and database rights (but no other rights) You have in information You submit to Respond as part of the registration process ("Your Information"), in any media now known or not currently known, with respect to Your Information. To the extent this information includes personal identifying information; Respond will only use Your Information in accordance with our Privacy Policy. For more information regarding Respond's information use and collection practices, see our full Privacy Policy. All Businesses must also agree to honor and abide by Respond's Privacy Policy. Please also note that Respond will respond to Your requests for removal of any personal identifying information collected as a part of Your Information from its database if You contact Respond directly with such request.

SEC RULING 206(4)-3: CLIENT SOLICITATIONS

A solicitor is any person or business entity who, directly or indirectly, solicits any client for, or refers any client to, an investment advisor. Respond.com Inc. AND/OR WiserAdvisor.com are both solicitors under this definition, as our service is referring prospective clients to investment advisors via an inbound (opt-in) online matching service.

Respond.com Inc Obligations: To be in compliance with SEC Rule 206(4)-3, upon a successful match between a prospective client and an investment advisor, Respond will send each client the following:
- A link to Respond's Investment Advisor Specific User Disclosure. This User Disclosure has each investment advisor's name and identifies that a fee-based solicitation is taking place.
- A link to the advisor's profile where Disclaimers, Disclosures and links to the investment advisors Part II of Form ADV is provided. 1. Your Obligations: To be in compliance with SEC Rule 206(4)-3, You will be responsible for the following: A. Maintain within Your business profile that is hosted by Respond, with at a minimum: (a) A working link to Your Part II of Form ADV, (b) Your Client Disclosure, (c) Any additional Disclaimers.
Obtain and retain the signed and dated acknowledgement of receipt of the investment advisor's written disclosure (the brochure) from each client that has been referred to you through the Respond.com service.
- Maintain within Your business profile that is hosted by Respond, with at a minimum: (a) A working link to Your Part II of Form ADV, (b) Your Client Disclosure, (c) Any additional Disclaimers.
- Obtain and retain the signed and dated acknowledgement of receipt of the investment advisor's written disclosure (the brochure) from each client that has been referred to you through the Respond.com service.

BUSINESS ACCOUNT

Upon approval, You will receive a business account with a username and password ("Your Account"). Respond reserves the right to approve or disapprove category selections to ensure that the leads provided to You are appropriate for Your business. You are responsible for all activities that occur under Your Account. You may not allow anyone else to use Your Account; additionally, You may not use anyone else's business account while using the Service. You agree to notify Respond immediately of any unauthorized use of Your Account, email, or any other breach of security. Respond will not be liable for any loss or damage arising from Your failure to comply. Respond delivers leads to businesses within its network through our customizable lead referral program, First Responder, this program entails that:

All business agree to have their account automatically billed for referrals delivered based on their referral budget, service area, category (ies), and portfolio filters.
All Businesses agree to have their referral budget billed at the end of each month based on the specific referrals delivered.

FEES

At the time Your Account is created a billing cycle is assigned to Your Account. All Payments shall be in U.S. Dollars. You agree to pay Respond the fees associated with any Platform fee that You select. In order to pursue referrals each business must establish a referral Budget, which is billed at the end of each month for the referrals received. You agree and understand that Your Platform fee with Respond will renew at the end of each term unless You cancel Your account; by adhering to the Terms as stated in the Termination clause below. Your platform fee will renew on or about two (2) days preceding the end date of Your current subscription.

BUSINESS CONDUCT

You agree to respond personally and individually to each request and not to use third party automatic response mechanisms containing a standard message and/or a link to another Web site. You may include a link to Web sites operated by parties other than Respond as long as the response is not automated. You also agree to abide by, and conform Your use of information You obtain from or about Buyers through the Service to, the then current terms of Respond's Privacy Policy.

You agree to not use the Service:

for any purpose in violation of local, state, national, or international laws;
in a manner that infringes on the intellectual property rights of others or on the privacy or publicity rights of others;
to transmit, post, or reply to a posting on the Sites, or make available any information, data, text, files, links, software, chat, communication, or any other materials that are unlawful, harmful, threatening, abusive, invasive of another's privacy, harassing, defamatory, slanderous, vulgar, obscene, hateful, racist, embarrassing or otherwise objectionable to any other person or entity as determined by Respond Service in its sole discretion;
to transmit, post or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "Spam," "chain letters," "pyramid schemes," or any other form of solicitation.
To impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.
To post improper responses;
to cross-sell other products or services or responding to requests with information that does not directly relate to the Buyer's request;
to 'stalk' or otherwise harass another;
to distribute viruses, corrupted files, Trojan horses, or any other similar software or programs that may damage or interfere with the operation of another's computer or telecommunications equipment or utilize the resources of another's computer or telecommunications equipment without such parties express permission;
to collect or store personal data about others;
to engage in any other conduct that inhibits any other person from using or enjoying Respond and which negatively affects the user experience.

You acknowledge and agree that Respond is not responsible for screening, policing, editing, or monitoring Your, another Buyer or Business', or other third party content posted to the Site and its forums, including any opinions. Respond is not the publisher of the postings You or any other Buyer, Business, or user place on the Site. Respond, nevertheless, reserves the right to delete and/or take other action with respect to postings and requests that Respond believes violate this Agreement and/or are potentially unlawful. Moreover, it is a policy of Respond to take appropriate actions under the Digital Millennium Copyright Act and other applicable intellectual property laws. If You become aware of postings that violate these laws and regulations regarding acceptable behavior or content, You may contact Respond at 866-NET-LEAD. You acknowledge that Respond does not verify the truth or falsity of any review of any business or services that is posted on the sites by Buyers or otherwise endorse, oppose, or edit any posting, opinion, or request and has no responsibility, legal or otherwise, for the content of such reviews.

TERMINATION

You may initiate a termination of this Agreement at any time either through verbal or written notice via phone at 866-NET-LEAD or via email at wa.assistance@wiseradvisor.com. Your Account is not cancelled until You receive confirmation from an authorized representative of Respond.com. Please review the following detailed information about cancelling Your Account:

Platform FEE. All platform fee's are non-refundable.

Referral BUDGET. You will be billed for any outstanding referrals at the time of termination. Any unused referral credits will expire at the time of account termination.

Respond may also terminate or suspend any and all Services immediately, without prior notice or liability if You breach any of the terms or conditions of this Agreement or the terms of use of the service as posted on the Respond site(s) or for any reason at Respond's discretion. Upon termination of Your Account, Your right to use the Services and or access any information about Buyers via the Service will immediately cease. All provisions of this Agreement, which by their nature should survive termination, shall survive termination.

RELEASE

Because Respond is not involved in the actual transaction between Buyers and Businesses, or in the verification of information provided by Buyers on the Respond Sites about Your Business, in a review or otherwise, in the event that You have a dispute or claim, for any reason or for any cause, You release Respond (and our officers, directors, agents, and employees) form claims, demands, and damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If You are a California resident, You waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

USE OF BUSINESSES NAME

You acknowledge and agree that by participating in the Service, Respond shall have a royalty-free, non-exclusive right and license, without any compensation to You, to use, copy, and display the name of Your business in Respond's promotions, press releases, public relations, advertisements, and/or other sales and marketing activities and otherwise utilize such business name on the Site and in connection with delivery of the Service.

Respond's PROPRIETARY RIGHTS

Respond provides You with a personal, revocable, limited, non-exclusive, royalty-free, nontransferable right and license to use the Site conditioned on Your continued compliance with the terms and conditions of this Agreement. You acknowledge and agree that the Sites and Service and any necessary content and software used in connection with the Sites or Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content on and software utilized in connection with the Sites or presented to You through the Service is protected by copyrights, trademarks, patents and other proprietary rights and laws. The Site is Copyright © 1998-2013 respond.com. All rights reserved. RESPOND.COM, and all other names, logos, and icons identifying Respond and its products and services are proprietary trademarks of Respond and any use of such marks without the express written permission of Respond is strictly prohibited. You acknowledge and agree that other product and business names displayed on the Site may be the trademarks and/or service marks of their respective owners. Except as expressly authorized by Respond, You agree not to modify, sell, distribute, broadcast, transmit, reproduce, publish, decompile, reverse engineer, copy, license, sell, mirror, frame, rent, grant a security interest in, or create derivative works based on the Sites, Service or software, in whole or part.

ENFORCING SECURITY ON THE SITE

Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986. Respond reserves the right to view, monitor, and record activity on the Site without notice or permission from You. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity on the Site. Respond will also comply with all court orders involving requests for such information. In addition to the foregoing, Respond reserves the right to at any time, and without notice, to modify, suspend, terminate, or interrupt operation of or access to the Site, or any portion of the Site, for any reason.

UPGRADES, SUPPORT AND NOTICES

From time to time, Respond may, and retains the right to, send You information and offers about upgrades, documentation and other services offered by Respond and its Partners. Notwithstanding the foregoing, under no circumstances will Respond or any of its Partners have any obligation to provide You with upgrades, enhancements, modifications, or support for the Services or Sites.

REPRESENTATIONS AND WARRANTIES

You represent and warrant to Respond that (i) You are authorized to enter into this Agreement, either on behalf of Yourself or on behalf of the Business You represent, and fulfill and perform the Obligations and Obligations of a Business specified herein, and (ii) You and/or Your Business has all required permits, licenses, and other governmental authorizations and approvals to use the Site and Services.

INDEMNITY

You agree to indemnify and hold Respond, its parents, subsidiaries, affiliates, officers, employees and service providers and partners ("Partners"), harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of the following: Your use of the Services, use of Your Account by any third party, purchase or use of Your products or services, Your use of information about Buyers obtained via the Service, the violation of this Agreement by You, or the infringement, misappropriation, or violation by You, or any third party using Your Account, of any intellectual property or other right of any person or entity.

WARRANTY DISCLAIMER

You use the Services at Your own risk. THE SERVICE IS PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. NEITHER RESPOND NOR ANY OF ITS PARTNERS MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY CONTENT OR PRODUCTS, AND HEREBY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the above limitations may not apply to You.

LIMITATION OF LIABILITY

IN NO EVENT SHALL RESPOND OR OUR PARTNERS BE LIABLE FOR LOST PROFITS, ANY FAILURE TO STORE ANY MESSAGE, OR ANY SPECIAL, INCIDENTIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITES, THE USE OR THE INABILITY TO USE THE SERVICE OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). OUR LIABILITY, AND THE LIABILITY OF OUR PARTNERS TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT FEES YOU PAY US IN THE TWELVE MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusions may not apply to You.

EVENTS BEYOND Respond's CONTROL

You expressly absolve and release Respond (and our officers, directors, agents, and employees) from any claim of harm resulting from a cause beyond Respond's (and our officers, directors, agents, and employees) control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, blocking of email delivery, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions.

GENERAL

This agreement constitutes the entire agreements between You and Respond. The rights and obligations of the parties under this Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods; rather such rights and obligations shall be governed in all respects by the laws of the State of Virginia without regard to its conflict of law provisions. The Superior Court of Fairfax County and/or the United States District Court for the Northern District of Virginia will have exclusive jurisdiction and venue over all controversies in connection herewith, and each party hereby consents to such exclusive and personal jurisdiction and venue. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall not be binding on the parties hereto. All communications and notices to be made or given pursuant to this Agreement shall be in the English language. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by You without Respond's prior written consent. Respond may assign this Agreement in whole or in part. No agency, partnership, joint venture, or employment is created as a result of this Agreement and You do not have any authority of any kind to bind Respond in any respect whatsoever. Headings are for convenience only and have no legal or contractual effect. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when receipt is electronically confirmed, if transmitted by facsimile or email or upon receipt, if sent by certified or registered mail, return receipt requested.

SUBMISSIONS

Respond welcomes Your feedback and suggestions about how to improve this Site and the Services. By transmitting any suggestions, information, material, or other content (collectively, "feedback") to Respond, You represent and warrant that such feedback does not infringe the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that You have all rights necessary to convey such feedback to Respond. In addition, any feedback received through this Site will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for Respond to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and You hereby waive any claim to the contrary. Feedback can be sent electronically to wa.assistance@wiseradvisor.com or via snail mail to Feedback, C/O Respond, 12150 Monument Drive, Suite 700, Fairfax, VA 22033.