Expert Understudy Terms of Service

Version 1.0, effective November 5, 2026. These Terms govern the Expert Understudy only: the free pilot at expert.wallaceunderstudy.io, in which an expert in any field is interviewed about their work and receives a map and a playbook of what they know. In these Terms the pilot is called the beta. It includes the Client data tab, on which your browser reads your own client files and sends us their column names and a summary, and Validation, which checks your playbook against what those files show. Section 3 explains. The Wallace Understudy product for firms has its own terms at wallaceunderstudy.io, and the Wallace investing platform has separate terms at wallacefinance.io.

Read this first.

The Expert Understudy is a free beta. It can be wrong, it will change, and it may end. It is not investment advice, legal advice, tax advice, accounting advice, medical advice, or any other professional advice, and it is not a compliance, supervision, or surveillance system. It does not produce consumer reports and may not be used to make employment decisions.

Keep details about your clients, patients, and customers out of it. The one place built for client records is the Client data tab: your browser reads the file there, and only its column names and a summary leave your device. What you type into the interview and into Ask reaches our servers and our AI providers as you wrote it. Section 3 explains.

Disputes are decided by arbitration, on an individual basis, unless you are an individual and opt out within thirty (30) days of accepting these Terms. Section 15 explains.

Wallace Finance Co. is registered with the U.S. Securities and Exchange Commission as an investment adviser. That registration does not mean the SEC or any other government agency has approved, endorsed, reviewed, or passed upon this software. Using the Expert Understudy does not make you an advisory client of Wallace and creates no advisory or fiduciary relationship with Wallace.

1. Agreement and Acceptance

(a) Parties. These Terms of Service (the “Terms”) are a binding agreement between Wallace Finance Co., a Delaware corporation doing business as Wallace (“Wallace,” “we,” “us”), and the person who opens an Expert Understudy account (“Customer,” “you”). If you accept these Terms on behalf of a business or other entity, you represent that you have authority to bind it, and “you” means that entity. Otherwise you accept them for yourself, and you are an “Individual.”

(b) Who may use the Services. The Services are offered to people and businesses in any profession or trade who want to capture what they know. You must be at least 18 years old. You may use the Services for your work, for your own business, or for your own projects. Where these Terms give an Individual a right, that right applies whatever your reason for signing up, because we would rather extend it than ask you to prove why you signed up.

(c) Free beta. The Services are a free beta. We offer them in order to learn what works, so they may be incomplete, may contain errors, may be limited in features or usage, and may change without notice. Section 9 explains how the beta is priced and how it can end.

(d) Where the Services are offered. The Services are offered for use in the United States. If you use them from anywhere else, you do so on your own initiative and you are responsible for complying with local law.

(e) Incorporated documents. The Expert Understudy Privacy Policy and the Expert Understudy Data Protection and Security Addendum are incorporated by reference and form part of this agreement (together with these Terms, the “Agreement”).

(f) Changes. We may modify these Terms. For material changes we will give at least thirty (30) days’ notice by email to your account address and by posting the updated Terms with a new version number and effective date. Changes take effect thirty (30) days after notice. If you object to a material change, your remedy is to stop using the Services and close your account before the change takes effect. No change will weaken the no-training commitment in Section 6(b) or your ownership under Section 7(a) for anything you have already supplied.

2. Definitions

Client Information. Meaning: Personal information, files, records, or communications concerning your own clients, customers, patients, students, matters, engagements, or projects. Client Information includes CRM exports, account and transaction records, client emails, tax return information, medical and health records, and privileged or confidential client material.

Client File Summary. Meaning: What the Services send from a client file you read on the Client data tab, as Section 3 describes: column names and types, counts, dates as months or years, numbers as bands, the category labels you release, staff codes, your answers to the review card’s questions, and the file’s row count, months covered, and fingerprint. It contains no whole rows and no values from private columns.

Documents. Meaning: Materials you upload describing how you work, such as procedures, policy manuals, checklists, standards, and templates.

Expert. Meaning: The natural person whose knowledge is captured in a Map and a Playbook. An account has one Expert.

Interview Content. Meaning: What you type or confirm in the interview, in the Interview screen, and when you edit your Map, including your answers about your role and background.

Map. Meaning: The areas of your work and the questions under each that you confirm, with each confirmed version.

Meeting Content. Meaning: Candidate statements distilled from a meeting or call transcript you supply, with the short quotes that support them. Names and identifiers in the transcript are replaced on your own device before anything is transmitted; amounts and partial account numbers may remain. The transcript itself is not stored by Wallace.

Output. Meaning: Text, answers, summaries, claims, questions, conflicts, check results, and other material the Services generate in response to your inputs.

Playbook. Meaning: The compiled, versioned record the Services build from your Interview Content, Documents, Meeting Content, and the facts learned from your Client File Summaries, including its claims, the quotes they rest on, your sign-offs and rulings, and its version history.

Services. Meaning: The Expert Understudy application at expert.wallaceunderstudy.io, including the interview, the Map, the Playbook, Ask, Checks, the Knowledge map and the Showcase, Documents & meetings and its Client data tab, Validation, and any documentation or support we provide.

Showcase. Meaning: A page in the Services that presents your Knowledge map, leaving out what you choose, for you to show to someone yourself on a screen you control. Section 7(g) explains.

Team Member. Meaning: A natural person you invite to a seat on your account.

3. The Services and What Reaches Us

(a) What the Services do. The Services interview you about how you work, draw that into a Map, build a Playbook from what you tell them and from the Documents and transcripts you supply, check the Playbook against what your client files show in Validation, and let you and your Team Members ask questions of the Playbook and take Checks on it. Claims in the Playbook trace to material you supplied. Claims drawn from your interview and your Documents are live in Ask before you sign them, and Ask is designed to label them as unconfirmed. You can sign or correct a claim, reject a statement drawn from a meeting, leave a Document out, and settle a conflict between claims; a claim is retired only when a question about a stale, drifting, or conflicting claim offers to retire it. A statement drawn from a meeting transcript enters the Playbook only after you confirm it.

(b) Meeting transcripts are scrubbed on your device. A transcript you supply is read by code running in your own browser, on your own device. Names and identifiers are replaced there (amounts, including round amounts and balances, and partial account numbers such as “card ending 4417” may remain). When you add a transcript on its own, you see the result, and only that version leaves your device; when you read a connected folder’s meeting notes in bulk, each is scrubbed the same way and sent without a preview. The transcript itself is not stored by Wallace; the candidate statements drawn from it, and the short quotes that support them, are, whether or not you confirm them. Name detection is good, not perfect, so check the preview before you send it.

Client files are read in your browser. On the Client data tab you can read your own client files, such as spreadsheets and exports from the tools you work in. A client file is opened and read by code running in your own browser, and the file itself, whole rows, and the values of any column marked private never leave your device. When a file is read, its column names are sent to us, where our AI provider suggests which columns identify clients and what each column holds. This happens before the review card is shown, so keep client details out of column names; if a column name holds them, they reach us and our AI provider. The card then shows the column names, which columns are marked private, each column’s type, and the category labels and staff codes proposed for release. You can mark columns private or shared, choose which labels to release, and answer questions about columns. The card does not show the counts, bands, and months that will be sent.

What a client file sends. When you choose “Read this file,” the Services send the Client File Summary: for every column, its name, its type, and how many cells are filled, empty, or distinct, and for a private column only that; for shared columns, dates as months or years (never a day), amounts and other numbers as bands with a median band (never an exact amount), category columns as the labels you release (a label is proposed only if it has at most 40 characters and appears in at least 3 rows, and at most 25 are proposed per column), yes/no columns as counts and the spellings used, and ID columns as their shape and how many values repeat; counts across pairs of shared columns, with any group of one or two rows withheld; staff codes (Staff 1, Staff 2, and so on) in place of staff names, sent without a separate release step when a column is detected as naming staff; and the number of rows, the months the file covers, a fingerprint (a one-way hash) of the file, and your typed answers to the card’s questions. An answer holding a date, an amount, a known client name, or an account number is blocked in your browser. A later file with the same columns as one already read is summarized with your earlier choices and stored without showing the card again.

What we keep, and Validation. Our AI provider reads the Client File Summary and writes facts about how you work. We keep those facts; the column names and what each means; which columns were private (their names only); the released labels and staff codes; and, for each file, its row count, months covered, and fingerprint. The Client File Summary itself is not kept. Validation compares your Playbook with those facts and shows where they agree and where they differ. It shows this notice in every state: “Validation asks whether a captured rule is still right. It measures the playbook against activity, not a person against the playbook: nothing here is an employment, performance, or compliance metric, and Wallace is not a compliance, supervision, or surveillance system.” Every seat on your account can view Validation. Deleting a client file takes its facts out of use, but they stay in our database until you erase your understudy content under Section 14(b).

Best effort, and your choices. Detection of identifying columns and values is best effort, and nothing detects health information or information about minors: a column you leave shared is summarized as described above whatever it holds. You decide what you mark shared and are responsible for it. To take client names out of meeting notes, your browser keeps, on that computer, a list of up to 5,000 client names seen in your client files and the key to your staff codes. Neither is sent to us. Signing out and erasing your understudy content do not clear them; clearing your browser’s data for the site does.

(c) What reaches us as you wrote it. Everything else you put into the Services reaches our servers and our AI providers:

• Interview answers reach our servers and our AI provider as you wrote them. An automated privacy step takes client details out before an answer is kept.
• Questions in Ask reach our servers and our AI provider as you wrote them. A question is refused if it holds a Social Security number written with dashes, a valid payment card number, or a labeled account number. Otherwise an automated privacy step takes client details out before the question is saved with the chat for thirty (30) days. That step is best effort.
• Documents are uploaded, read by an AI provider, and stored, because storing them is what makes the product work; we keep a Document’s cleaned text, not the original file. A Document is refused at upload if it holds a Social Security number written with dashes, a valid payment card number, or a labeled account number, or if its title is only a client’s name. A scanned page is sent to our AI provider to be read before that check runs. Other client details are removed by an automated privacy step, not refused: it takes out client names, contact details, ID numbers, dates of birth, and exact amounts before the text is stored, a Document waiting in the queue holds its raw text until that step runs, and the step does not remove health information and can miss things.
• Connect a folder sends the folder and file paths of your files, not only their names, to an AI provider so they can be sorted; the folder can be on your computer or, where offered, in Microsoft OneDrive or SharePoint. Files that look like versions of one another are compared in your browser, and spreadsheets stay on your computer unless you open one on the Client data tab, which sends its column names and Client File Summary as this Section describes.
• Answers to Checks reach our servers and our AI provider as you wrote them, so they can be graded, and are stored as you typed them, without the privacy step.

(d) Keep Client Information out. You will not upload Client Information as a Document, and you will not enter the names of clients, patients, or customers, their account or record numbers, tax identification numbers, health information, or other direct identifiers into the interview, Ask, Checks, or any other field. The Client data tab is the one place built to read client records, and only as this Section describes: there you will mark private every column that holds health information, information about a child, or a direct identifier, and keep such details out of column names. Describe how you work in general terms, as you would to a colleague. If you do enter Client Information, it may be stored with your account and transmitted to our AI providers, and you are responsible for having had the right to do so. You may delete any stored Document at any time.

(e) These safeguards are not a guarantee. The refusals, the privacy step, name detection, and the detection of identifying columns in client files are automated and can miss things, and none of them detects health information or information about minors. They help you keep Client Information out. They do not replace your obligation in Section 3(d), and we do not warrant that they will catch everything.

Your own obligations. You remain responsible for your own professional, regulatory, contractual, and employment obligations, and for reaching your own conclusion about them. Nothing in this Agreement is a legal opinion about what your rules require of you, and Wallace cannot waive a duty you owe to a client, a patient, an employer, or a regulator.

(f) Availability. The Services are a beta and we make no commitment that they will be available. We will use commercially reasonable efforts to keep them running, and we may perform maintenance at any time.

(g) Changes to the Services. We may modify, limit, or remove any feature of the Services at any time.

4. Accounts, Seats, and Security

(a) Seats and limits. Access is by self-service sign-up or by invitation. An account has one Expert and up to five (5) seats, yours included, together with the document, transcript, and monthly usage allowances shown in the Services, which we may change under Section 9(c). You control who has a seat and may grant and revoke seats at any time. Team Members can read the Playbook, view Validation and the Knowledge map, ask questions, and take Checks. They cannot change anything or open the Showcase.

(b) Accuracy and credentials. You will provide accurate registration information and keep it current. You are responsible for maintaining the confidentiality of credentials and for all activity under your account. Sign-in is by a password you set, by a single-use link sent to your email, or, where offered, through your Google or Microsoft account; passwords are held only as salted hashes by our authentication provider, and you are responsible for the security of that mailbox and that password. Notify us at support@wallacefinance.io within forty-eight (48) hours of learning of any unauthorized access.

(c) Responsibility for Team Members. You are responsible for your Team Members’ compliance with this Agreement. Acts and omissions of your Team Members are treated as your own.

(d) Permission to share what you know. If what you know was learned in the service of an employer, a client, or anyone else, you are responsible for having the right to put it into the Services. You will not supply the confidential information or trade secrets of a current or former employer or client without permission.

(e) Notice to your team. If a Team Member is your employee in a jurisdiction requiring notice of automated tools used in employment, you are responsible for that notice. We will supply the vendor and product information you need to prepare it.

5. Acceptable Use

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

• Reverse engineer, decompile, disassemble, or attempt to derive the source code, model weights, prompts, or underlying structure of the Services, except to the extent this restriction is unenforceable under applicable law.
• Use the Services or any Output to develop, train, fine-tune, evaluate, or improve any machine learning model, artificial intelligence system, or competing product.
• Access the Services to build a competitive product, or for benchmarking or competitive analysis, without our prior written consent.
• Scrape, crawl, or use automated means to extract data from the Services.
• Resell, sublicense, time-share, or provide the Services to any third party, or use the Services for the benefit of anyone other than you and your Team Members. Section 7(g) covers your own knowledge.
• Make the Services or any Output available to your clients, patients, or customers other than by showing them the Showcase yourself under Section 7(g), and never to answer a question about their own situation.
• Use the Services to give investment advice, securities recommendations, or any other regulated professional advice to any third party.
• Upload malicious code, attempt to gain unauthorized access, circumvent access controls or usage limits, or interfere with the integrity or performance of the Services.
• Use the Services in violation of law, including U.S. export control and sanctions laws, or on behalf of any person subject to U.S. sanctions.

5.1 Prohibited Evaluative Use

This section is a material term. The Services are built for training, continuity, and succession. Checks exist to help a person learn the Playbook, and Validation asks whether a captured rule is still right: it measures the Playbook against activity, not a person against the Playbook. The Services are not an evaluation instrument, and treating Output as one creates legal exposure for you and misrepresents what the Services measure.

You will not:

(a) Use any Output, including any check result, score, gap, or finding, as a basis or contributing factor in any decision regarding an individual’s compensation, bonus, promotion, demotion, reassignment, discipline, performance rating, tenure, hiring, retention, or termination.

(b) Use any Output as a factor in establishing an individual’s eligibility for credit, insurance, housing, or any other purpose enumerated in 15 U.S.C. 1681b.

(c) Represent, internally or externally, that any Output is an employment evaluation, a performance appraisal, a consumer report, a supervisory determination, a compliance finding, an audit, or a regulatory examination result.

(d) Present any Output to a regulator, examiner, court, or counterparty as evidence that you are, or are not, in compliance with any law, rule, or professional standard.

(e) Use the Services to compare, rank, or score one individual against another, or against any peer cohort or external benchmark.

Enforcement of this section.

If we obtain evidence that Output is being used for a purpose prohibited by Section 5.1, we may suspend the affected account or feature immediately on notice, and may terminate your access if the use is not stopped within ten (10) business days.

5.2 Regulated Fields

The Services are open to experts in any field. If your work is regulated, these rules apply as well, and the Data Protection and Security Addendum has a rider for your field. In every field, the Services describe how you work; they do not give your clients, patients, or customers advice, and you will not use them to.

• Health care. You may describe how you practice in general terms. You will not enter protected health information or anything that identifies a patient. Nothing in the Services detects or removes health information: the privacy step does not remove it, and the Client data tab summarizes a shared column whatever it holds. If you read a client file on the Client data tab, you will mark private every column that holds health information or identifies a patient, and keep such details out of column names. Wallace is not a covered entity or a business associate and will not sign a business associate agreement, and the Services are not designed to meet the requirements of HIPAA. You will not use Output to diagnose, treat, or make a decision about an individual patient. The Services are not for emergencies.
• Law. You will not enter information relating to the representation of a client. Output is not legal advice, and you remain responsible for your own work and your own duties of confidentiality and competence.
• Tax and accounting. You will not upload or enter tax return information.
• Investments. You will not use the Services to decide what to buy, sell, or hold, to write or test trading rules, or to give anyone investment advice. You may document how you run your process, such as a research cadence or a review calendar. Wallace does not review, validate, or endorse any such process, and Wallace is not your investment adviser.

6. Artificial Intelligence Terms

(a) What powers the Services. The Services use two AI providers, each through its commercial API. Claude, a large language model built by Anthropic, does nearly all of the work: it conducts the interview, reads scanned pages and distills Documents, runs the privacy step, reads the column names and Client File Summaries of your client files and compares the facts it learns with your Playbook for Validation, writes the Playbook, answers questions, grades Checks, and sorts connected folders. OpenAI models build the search index: the numerical embeddings of your stored Documents, Playbook claims, confirmed statements, facts (including facts learned from client files), answers, and questions that let a question find what answers it. Anthropic receives everything described in Section 3, including the column names and Client File Summaries of your client files. OpenAI receives the text it indexes. Neither provider receives a client file, a whole row, the values of a private column, or an unscrubbed meeting transcript.

(b) No training on your content. Wallace does not use your Interview Content, Documents, Meeting Content, Client File Summaries, Map, Playbook, questions, or Output to train, fine-tune, or improve any artificial intelligence model, and does not permit any subprocessor to do so. Anthropic’s commercial terms prohibit training on customer content, and under OpenAI’s API terms data sent through the API is not used to train or improve OpenAI models. We do not use your content to benefit any other customer, and we do not aggregate, benchmark, or pool your content across customers. This commitment is absolute as to content.

(c) Service telemetry. We do collect and use operational telemetry about the software itself: feature usage counts, error and exception rates, latency, session and page metrics, and similar diagnostics. Telemetry is data about how the Services perform, not data drawn from your content, and our product analytics are tied to your account and organization identifiers. We do not configure telemetry to capture the substance of Interview Content, Documents, Client File Summaries, Playbook claims, questions, or Output.

(d) Authorship and sign-off. Claims in a Playbook are drafted by AI from material you supply, and they can misstate it. Your sign-offs, rulings, and interview answers are the record of authorship. The Services are designed not to create rules of their own, and they do not act outside the Services on your behalf. You may sign or correct any claim and reject any statement drawn from a meeting. Rejecting a meeting statement deletes it without keeping a record, so the same transcript can suggest it again. When you overrule a claim in a conflict, the Services are designed not to re-learn it from the same material.

(e) How Ask behaves. The Ask interface is designed to answer from the claims and Documents in your Playbook, with citations, to say when a claim is unconfirmed or disputed, and to respond that a topic is not covered rather than generate an answer the Playbook does not support. It is not designed to recommend an investment or to give legal, tax, accounting, or medical advice. These are design objectives, not guarantees.

(f) No warranty of accuracy; you must review. Artificial intelligence systems can produce output that is incomplete, outdated, or wrong, including output that appears confident and well-sourced. The Services can misstate what you told them and can flag a conflict that does not exist. Output is a starting point for a qualified person, never a substitute for one. You are solely responsible for independently reviewing and verifying any Output before relying on it, acting on it, or communicating it to a client, a regulator, or a third party. Wallace disclaims liability for any consequence of unreviewed reliance on Output.

(g) AI disclosure. Ask, the interview, and the interview session on the Interview screen each show a line saying that you are dealing with artificial intelligence. Checks, the Interview screen’s question dialog, and the Playbook page do not show that line, although Checks are graded by AI and the Playbook’s claims are drafted by AI. You will not remove, obscure, or contradict that identification.

(h) Documentation. On reasonable request we will provide documentation describing the Services’ intended uses, known limitations, categories of data processed, and guidance on appropriate use and human review.

7. Intellectual Property

(a) Your content is yours. As between the parties, you own and retain all right, title, and interest in your Interview Content, Map, Documents, Meeting Content, Client File Summaries, Playbook, and Output, including all intellectual property and trade secret rights in the knowledge they express. Wallace claims no ownership of, and no proprietary or derivative-works interest in, any of it.

(b) Limited license to us. You grant us a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, and display your Interview Content, Map, Documents, Meeting Content, Client File Summaries, Playbook, and Output solely to provide, secure, and support the Services for you, and for no other purpose. This license terminates when the content is deleted or the Agreement ends, except for backup copies purged on our ordinary cycle.

(c) Our platform is ours. We own and retain all right, title, and interest in the Services, including all software, models, prompts, schemas, interfaces, trademarks, and documentation, and all improvements to them. Subject to this Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable right during the term to access and use the Services for your own work and projects.

(d) Feedback. If you give us suggestions or feedback about the Services, we may use it without restriction or obligation. Feedback does not include your Interview Content, Documents, Playbook, or Output.

(e) Getting a copy. The Services do not have a download or export feature. On written request during the term or during the period in Section 14(d), we will prepare by hand, at no charge, your Map and Playbook in a common format and the stored text of your Documents. We keep only the cleaned text of a Document, not the file you uploaded, so original files cannot be returned. We will not condition a copy on the execution of a release or on any other precondition.

(f) Publicity. Neither party will use the other’s name, logo, or marks in publicity without prior written consent. We will not identify you as a customer, quote you, or publish a case study without your written consent, and we will not offer or provide any discount, credit, free access, extended trial, preferential pricing, roadmap influence, or other consideration of any kind in exchange for a logo, quotation, case study, reference call, or endorsement.

(g) Your own knowledge stays yours to share. You may share or license what your Map and Playbook contain to others outside the Services, on your own terms and at your own risk. Telling the interview that you want to sell, share, or license your map records your purpose and nothing more: it does not list your Understudy anywhere, give anyone access to it, or make Wallace a party to any arrangement. Access to the Services is only by seat under Section 4. The Showcase presents your Knowledge map, leaving out what you choose, and leaves out material drawn from your client files unless you turn it on. The Services invite you to show it to someone such as a prospective client or a buyer; you may do so yourself, on a screen you control. It is not a share link: only your own seat can open it, and we do not send it to anyone. Sections 5 and 5.2 apply to whatever you do with the Services themselves.

8. What the Services Are Not

Each statement in this Section is a material term on which we rely.

(a) Not investment advice. The Services do not provide investment advice, do not recommend or analyze any security or category of securities, do not opine on the value or advisability of any investment, and do not manage, trade, or take custody of any assets. Nothing in the Services is a recommendation by Wallace to buy, sell, or hold anything.

(b) Not legal, tax, accounting, or medical advice. The Services do not provide legal advice, do not practice law, do not prepare or assist in preparing any tax return, do not provide tax or accounting advice or attest services, and do not provide medical or health care advice. Output is not a substitute for the independent professional judgment of a licensed attorney, certified public accountant, enrolled agent, physician, clinician, licensed engineer, licensed architect, or other licensed professional, who remains responsible for all work product and for exercising responsible charge over it.

(c) Not a compliance or supervision system. The Services are not a compliance, supervision, surveillance, monitoring, or regulatory reporting system, they do not satisfy any legal or regulatory obligation, and they do not guarantee any regulatory, licensing, examination, training, productivity, growth, or client-retention outcome. Any score or figure shown in the Services or in our materials is illustrative and is not a forecast or a guarantee.

(d) Not a consumer report. Wallace is not a consumer reporting agency as defined in 15 U.S.C. 1681a(f), and the Services and Output are not consumer reports as defined in 15 U.S.C. 1681a(d). The Services assemble only what you and your Team Members supply and return it to you.

(e) No government endorsement. Wallace Finance Co. is registered with the U.S. Securities and Exchange Commission as an investment adviser. Registration does not imply a certain level of skill or training, and it does not mean the SEC or any other agency, officer, or authority of the United States has sponsored, recommended, approved, reviewed, examined, or passed upon the Services or their qualifications. You will not state or imply otherwise in any communication.

(f) No professional relationship. Using the Services does not create an advisory, fiduciary, attorney-client, accountant-client, physician-patient, or other professional relationship between you and Wallace, and does not make Wallace a fiduciary to you, your Team Members, or your clients.

9. The Free Beta and How It Can End

(a) No fee. The Services are free during the beta. We do not ask for a payment method, and nothing in the Services renews or converts to a paid plan on its own.

(b) If we start charging. We will give at least thirty (30) days’ notice by email before we charge for the Services. We will never charge you unless you separately and affirmatively agree to a paid plan. If you do not agree, your access may end, and Sections 14(d) and 14(e) apply.

(c) Usage limits. The Services have monthly and other usage limits. Where you reach a limit, we may slow or pause AI features until it resets. We may change the limits at any time.

(d) Ending the beta. We may end the beta at any time. We will give at least thirty (30) days’ notice by email unless a security, legal, or abuse reason requires us to act sooner.

10. Confidentiality

(a) Obligations. Each party will protect the other’s Confidential Information with at least reasonable care, will use it only to perform under this Agreement, and will disclose it only to personnel and advisors with a need to know who are bound by comparable obligations. Your Interview Content, Map, Documents, Meeting Content, Client File Summaries and what we keep from them, Playbook, and Output are your Confidential Information. Confidential Information excludes information that is or becomes public without breach, was known without duty of confidence, is independently developed, or is rightfully received from a third party.

(b) Trade secrets. We acknowledge that your knowledge, Documents, and Playbook may constitute trade secrets, that this Agreement is part of your reasonable measures to maintain their secrecy, and that nothing in this Agreement authorizes any use that would impair their trade secret status.

(c) Legal process. If we receive a subpoena, court order, civil investigative demand, or other legal process seeking your Confidential Information, we will, unless legally prohibited, notify you before producing anything, give you a reasonable opportunity to object or seek protection, disclose only what is legally required, and reasonably cooperate with your efforts to limit disclosure at your expense.

(d) Whistleblower and regulatory reporting carve-out. Nothing in this Agreement limits, and no party will interpret this Agreement to limit, the right of any individual to report a possible violation of law to the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Department of Justice, the Internal Revenue Service, a state securities regulator, a state bar, a board of accountancy, or any other governmental or regulatory authority, or to participate in an investigation, without notice to or approval from either party, and without forfeiting any award available for such a report.

(e) Trade secret immunity notice. Under 18 U.S.C. 1833(b), an individual is not criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret in confidence to a government official, directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or in a complaint or other document filed under seal in a legal proceeding.

11. Warranties and Disclaimers

(a) Mutual. Each party warrants that it has the authority to enter this Agreement and will comply with laws applicable to its performance.

(b) Our commitments. We warrant that (i) we will maintain the administrative, technical, and physical safeguards described in the Data Protection and Security Addendum, and (ii) we will not use your content to train any artificial intelligence model.

(c) Your warranties. You warrant that you have the right to provide all material you supply, that supplying it and permitting its processing under this Agreement does not violate any law, professional rule, client or employment agreement, or third-party right, and that you will comply with Sections 3(d), 5, 5.1, and 5.2.

(d) Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 11(b), THE SERVICES ARE A BETA, AND THE SERVICES AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WALLACE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WALLACE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE AGAINST EVERY THREAT, OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, OR CURRENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES FOR CONSUMERS; FOR AN INDIVIDUAL WHO IS A CONSUMER, THIS DISCLAIMER APPLIES ONLY TO THE EXTENT THE LAW OF THEIR STATE OF RESIDENCE PERMITS.

12. Indemnification

(a) By you. You will defend us against any third-party claim arising from (i) your content, including any claim that material you supplied infringed a right, was supplied without authority, or breached a duty you owe to an employer or a client, (ii) your breach of Section 3(d), Section 5, Section 5.1, or Section 5.2, or (iii) your violation of a professional, regulatory, or client obligation in connection with your use of the Services, and will pay damages and costs finally awarded or agreed in settlement. An Individual is responsible for these matters only to the extent the law of their state of residence permits.

(b) Procedure. The indemnified party will give prompt notice, allow the indemnifying party to control the defense, and provide reasonable cooperation at the indemnifying party’s expense. No settlement imposing liability or admission on the indemnified party may be made without its consent.

13. Limitation of Liability

EXCEPT FOR THE EXCLUSIONS IN SECTION 13(c), NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, OR THE COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

(a) General cap. Because the Services are free, each party’s total cumulative liability arising out of or relating to this Agreement will not exceed one hundred U.S. dollars ($100), except as stated below.

(b) Enhanced cap. For claims arising from a party’s breach of Section 10 (Confidentiality), or from Wallace’s breach of its data security obligations under the Data Protection and Security Addendum, the cap is one thousand U.S. dollars ($1,000).

(c) Exclusions from all caps. No cap or exclusion applies to (i) your obligations under Section 12, (ii) a party’s gross negligence, willful misconduct, or fraud, (iii) your breach of Section 5 or Section 7(c), or (iv) any liability that cannot be limited under applicable law, including the law of an Individual’s state of residence as it applies to consumers.

(d) Allocation. The parties agree that these limitations reflect an agreed allocation of risk and are an essential basis of the bargain, and that they apply regardless of the form of action and even if a limited remedy fails of its essential purpose.

14. Term, Termination, and What Happens to Your Data

(a) Term. This Agreement begins when you accept it and continues until your account is closed or the beta ends.

(b) Erasing and closing. You may stop using the Services at any time. You may erase your understudy content at any time in Settings. Erasing deletes all of it: your Playbook and its versions, Documents and the folders they are filed in, what we keep from your Client File Summaries and your Validation history, Meeting Content, your interview and your Map, every seat’s Ask conversations and saved chats, the questions Ask could not answer, Checks, routed questions, and your Showcase choices, so you start again from the interview. It does not delete your account, its seats, your onboarding profile, or usage counts, and it does not clear what your browser keeps under Section 3. To close your account, email support@wallacefinance.io with the subject line “Close My Account” (Settings shows the address), and we will act within thirty (30) days.

(c) Suspension and termination by us. We may suspend or terminate your access if we reasonably believe you have breached this Agreement or your use creates a security, legal, or abuse risk. We will give notice where we reasonably can. Section 5.1 has its own enforcement terms.

(d) Getting your content when access ends. If the beta ends, or we end your access for any reason other than your breach, you may ask for a copy under Section 7(e) for thirty (30) days after access ends.

(e) Deletion. After that period, or after you close your account, we will delete your Interview Content, Map, Documents, Meeting Content, what we keep from your Client File Summaries, Playbook, chats, and account records in accordance with the Data Protection and Security Addendum, and will confirm deletion in writing on request. We may retain records we are required to keep by law, subject to continuing confidentiality obligations. Error reports held by Sentry, product analytics held by PostHog, which are tied to your account identifier and are not de-identified, and email send logs held by Resend are not deleted with your account and expire under those providers’ own retention.

(f) Survival. Sections 2, 5.1, 7, 8, 10, 11(d), 12, 13, 14, and 15 survive termination.

15. General

(a) Assignment and reorganization. You may not assign this Agreement without our written consent, except to a successor to all or substantially all of your business that is not our competitor. Wallace may assign this Agreement, in whole or in part, without your consent, to an affiliate or to a successor in connection with a merger, reorganization, financing, or sale of the business or product line to which the Services relate, including the transfer of the Wallace Understudy business to a separate entity under common ownership. On such an assignment, the assignee assumes all obligations under this Agreement, Wallace is released to that extent, and no term of this Agreement, including the no-training commitment in Section 6(b), and the liability provisions in Section 13, may be diminished by the assignment. We will give notice of any such assignment.

(b) Governing law and venue. This Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws rules, except that for an Individual the consumer protection laws of their state of residence apply to the extent they cannot be waived by agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

(c) Disputes with businesses. This Section 15(c) applies if you accepted these Terms on behalf of a business or other entity. The parties will first attempt to resolve any dispute through good-faith discussion between senior representatives for thirty (30) days. Any dispute not so resolved will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Chicago, Illinois, in English. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own fees and an equal share of the arbitrator’s fees, and the arbitrator may award fees and costs to the prevailing party. Either party may seek injunctive or equitable relief in the state or federal courts located in Chicago, Illinois, for actual or threatened infringement or misappropriation of intellectual property or breach of confidentiality, and the parties consent to jurisdiction and venue there for that purpose.

(d) Disputes with Individuals. This Section 15(d) applies if you are an Individual. We want to resolve problems informally: email support@wallacefinance.io first, and we will respond within ten (10) business days. If we cannot resolve a dispute informally within sixty (60) days, either of us may bring it in small claims court in your county of residence or in Cook County, Illinois, if it qualifies, or submit it to binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules. Arbitration will take place by video, telephone, or written submissions, or in person in the county where you live if you prefer. Wallace will pay all AAA filing, administration, and arbitrator fees above the amount you would pay to file in small claims court, and will not seek its attorneys’ fees from you unless the arbitrator finds your claim frivolous. You may opt out of arbitration entirely by emailing support@wallacefinance.io with the subject line “Arbitration Opt-Out” within thirty (30) days of first accepting these Terms. If you opt out, disputes will be heard in the state or federal courts in Cook County, Illinois, or in your state of residence where its law so requires. Nothing in this Section prevents you from bringing a complaint to your state attorney general or any regulator.

(e) No class proceedings. Disputes will be resolved only on an individual basis. Neither party may bring a claim as a plaintiff or class member in a class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate claims or preside over any representative proceeding. If a court or arbitrator holds this Section unenforceable as to an Individual’s particular claim, that claim will be heard in court and not in arbitration.

(f) Force majeure. Neither party is liable for a failure to perform, other than a payment obligation, caused by events beyond its reasonable control, including natural disaster, act of war or terrorism, labor disruption, governmental action, internet or utility failure, or the failure of a third-party infrastructure provider, provided the affected party uses reasonable efforts to mitigate and resume.

(g) Notices. Notices to Wallace go to support@wallacefinance.io, with the subject line “Legal Notice,” and a copy by mail to Wallace Finance Co., 8 The Grn, Ste B, Dover, DE 19901. Notices to you go to the email on your account. Notice is effective on delivery, or on the next business day for email sent outside business hours.

(h) Export and sanctions. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, and are not identified on any U.S. government restricted-party list. You will not export or re-export the Services in violation of U.S. export control laws.

(i) Independent contractors. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, employment, or franchise relationship.

(j) Entire agreement; severability; waiver. This Agreement is the entire agreement on its subject matter and supersedes all prior and contemporaneous understandings. If a provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in effect. A failure to enforce is not a waiver. There are no third-party beneficiaries.

(k) Counterparts and electronic acceptance. This Agreement may be accepted electronically or executed in counterparts, each of which is an original and all of which together constitute one instrument. By clicking to accept, you consent to receive this Agreement and all notices under it electronically. When you accept, we record the time you accepted, but not yet which version of these documents you accepted. You may request a paper copy at no charge by emailing support@wallacefinance.io.

16. [Reserved.]

Wallace Finance Co., based in Chicago, IL. Mailing address for legal notices (registered agent): 8 The Grn, Ste B, Dover, DE 19901. Questions about these Terms, privacy questions, and security matters: support@wallacefinance.io.

Wallace Finance Co. is an SEC-registered investment adviser. Registration does not imply a certain level of skill or training and does not mean any government agency has approved or endorsed the Services. Scores and figures shown are illustrative and not a forecast or a guarantee of any outcome. The Expert Understudy is not a compliance, supervision, or surveillance system, and it does not guarantee any training, productivity, growth, or client-retention result.