Terms of Service

Version 1.1, effective September 2, 2026. These Terms govern the Wallace Understudy service only (formerly marketed as Wallace Succession). They do not govern the Wallace investing platform, which is subject to separate terms at wallacefinance.io.

Read this first.

Wallace Understudy is professional software. It is not investment advice, legal advice, tax advice, or accounting 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. 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.

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 Understudy ("Wallace," "we," "us"), and the firm, entity, or sole practitioner that subscribes to the Services ("Customer," "you"). If you accept these Terms on behalf of an entity, you represent that you have authority to bind that entity.

(b) Business use only. The Services are offered solely for professional and business purposes. They are not offered to consumers for personal, family, or household purposes. You represent that you are subscribing in a commercial capacity.

(c) Free trials and the public demo. We may offer a free trial. A trial is subject to these Terms, may be limited in duration, features, or usage, and may be ended by us at any time. Unless you subscribe before the trial ends, your access ends and your content is deleted after the export window in Section 14(c). The public demo seat is a shared, read-only environment populated with fictitious data, and nothing shown in it is a representation about any actual firm or result.

(d) Order Forms. Subscriptions are purchased through an online sign-up flow or a written order form, quote, or statement of work executed by both parties (each, an "Order Form"). Each Order Form incorporates these Terms. In a conflict, the Order Form controls as to the commercial terms it addresses, and these Terms control as to everything else.

(e) Incorporated documents. The Privacy Policy and the Data Protection and Security Addendum are incorporated by reference and form part of this agreement (together with these Terms and any Order Form, 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 administrator and by posting the updated Terms. Changes take effect at the start of your next renewal term, or thirty (30) days after notice for month-to-month subscriptions. If you object to a material change, your sole remedy is to terminate before the change takes effect and receive a pro rata refund of prepaid, unused fees.

2. Definitions

Client Data. Personal information, files, records, or communications concerning your own clients, customers, matters, engagements, or projects. Client Data includes CRM exports, custodial and transaction records, client emails, tax return information, and privileged or confidential client material.

De-identified Patterns. The structural output produced on your device from client data files: household and account references replaced with codes, monetary values expressed as ranges, and dates reduced to months. De-identified Patterns contain no names, email addresses, account numbers, tax identification numbers, or other direct identifiers. The key that would link a code back to a person is retained exclusively on your device and is technically inaccessible to Wallace.

Firm Documents. Materials you upload describing how your practice operates, such as standard operating procedures, policy manuals, checklists, service calendars, and process documentation.

Meeting Content. Candidate method statements distilled from a meeting or call transcript that a Subject supplies. Names, account identifiers, and balances in the transcript are replaced on the Subject's own device before anything is transmitted, and the transcript itself is not stored by Wallace.

Output. Text, answers, summaries, findings, adherence indicators, and other material the Services generate in response to your inputs.

Playbook. The compiled, versioned operating manual produced by the Services, including its rules, their provenance and confidence levels, the Subject's item-level sign-offs and rulings, exclusions, and version history.

Practice Memory. An optional feature, available on the Digital Twin and Enterprise tiers and off unless you turn it on, under which pseudonymized transcripts and written walk-throughs are retained as items you can view and delete individually.

Services. The Wallace Understudy application, including on-device capture, playbook compilation, validation, the chat and research interfaces, checks, onboarding tracks, the continuity console, and any documentation or support we provide.

Sources. The catalog of rights-cleared third-party sources, such as regulators, government programs and data, and licensed publishers, that you may enable for the research interface. Enabling or citing a source is not an endorsement of it by Wallace.

Subject. A natural person whose professional methodology is captured in a Playbook.

User. A natural person you authorize to access the Services under your subscription, including advisors, team members, successors, and administrators.

3. The Services and the On-Device Boundary

(a) What the Services do. The Services capture how a Subject operates a practice, compile that into a Playbook, compare recent activity against the Playbook, and allow Users to query the Playbook and, separately, the Sources you have enabled. Every rule in the Playbook traces to material you supplied or an item the Subject confirmed; the Subject's item-level sign-offs, rulings, and interview answers are the record of authorship. Candidate statements the Subject has not confirmed never become part of the Playbook.

(b) On-device capture. Client data files you supply for capture are read and analyzed by code running in your own browser on your own device. Wallace warrants that the Services are designed so that the contents of those files are not transmitted to, received by, or stored on Wallace-controlled infrastructure. Only De-identified Patterns leave your device, together with, for a file layout the Services do not recognize, the column headings alone so that a mapping can be suggested. The re-identification key that would link a De-identified Pattern back to an identifiable person remains on your device and is not transmitted to us. Meeting and call transcripts are pseudonymized on the Subject's own device before anything is transmitted, and the transcript itself is not stored by Wallace; where you turn on Practice Memory, the pseudonymized version is retained as described in the Privacy Policy.

(c) We do not receive Client Data. Wallace does not request, require, receive, store, or process Client Data. This is a property of how the Services are built, and Wallace will not make a change to the Services that defeats it without giving you at least sixty (60) days' prior written notice and the right to terminate without penalty.

Why this matters to your own obligations.

Because Wallace does not receive Client Data, using the Services does not require you to obtain your clients' consent, to give your clients notice of a third-party disclosure, or to add Wallace to any client-approved vendor list, and Wallace will never make any of those a condition of service. You remain responsible for your own professional, regulatory, and contractual obligations, and for reaching your own conclusion about them. Nothing in this Agreement is a legal opinion about what your rules require of you.

(d) Your input obligations. You will not upload Client Data as a Firm Document, and you will not enter client names, account numbers, tax identification numbers, or other direct client identifiers into the chat, research, or interview interfaces. If you do so, that information may be stored with your account and transmitted to our AI subprocessor, and the protections described in Section 3(b) and 3(c) will not apply to it. You may delete any stored Firm Document or Practice Memory item at any time.

(e) Availability. We will use commercially reasonable efforts to make the Services available, but we do not guarantee uninterrupted availability. We may perform maintenance and will use reasonable efforts to schedule planned maintenance outside U.S. business hours.

(f) Changes to the Services. We may modify the Services. We will not materially degrade the core functionality of a paid subscription during a paid term without notice and the right to terminate for a pro rata refund.

4. Accounts, Seats, and Security

(a) Invitation and seats. Access is by invitation and is controlled by you. Subscriptions are priced per advisor, meaning per Subject whose Playbook is captured, and include the number of team seats stated for your tier; additional seats may be added at the published rate. You may grant and revoke User access at any time.

(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 single-use link sent to your business email; you are responsible for the security of that mailbox. Notify us at support@wallacefinance.io within forty-eight (48) hours of learning of any unauthorized access.

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

(d) Subject notice. Before capturing a Subject's methodology, you will inform that Subject that the Services are being used, what categories of material will be ingested, and that validation output will be generated. Where a Subject 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.

(e) Continuity partner. You may designate a continuity partner and grant that person time-boxed access to a Subject's Playbook for continuity purposes. You control who is designated, when access is opened, and for how long, and every such access is logged.

5. Acceptable Use

You will not, and will not permit any User 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 other than through documented export functionality.
• 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 Users.
• 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. 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 adherence indicator, 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 for cause if the use is not stopped within ten (10) business days. Suspension under this section does not entitle you to a refund. The Services also display a persistent notice on the validation interface stating that the output is not an employment, performance, or compliance metric. You will not disable, obscure, or remove that notice, and you will not distribute Output in a form that omits it.

6. Artificial Intelligence Terms

(a) What powers the Services. The Services use Claude, a large language model built by Anthropic, accessed through Anthropic's commercial API. The model receives De-identified Patterns, Firm Documents you have stored, Meeting Content, Practice Memory items where you have enabled the feature, your interview answers, and your queries. It does not receive raw client data files, direct client identifiers, unpseudonymized transcripts, or the on-device re-identification key.

(b) No training on your content. Wallace does not use your Firm Documents, De-identified Patterns, Meeting Content, Practice Memory, Playbook, queries, 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. 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. We do not configure telemetry to capture the substance of Firm Documents, De-identified Patterns, Playbook rules, queries, or Output.

(d) Human authorship and sign-off. Every rule in a Playbook originates from material you supply or an item a Subject confirms, and the Subject's item-level sign-offs, rulings, and interview answers are the record of that authorship. The Services do not generate rules on their own initiative and do not act autonomously. A Subject may exclude any statement from the Playbook, and an excluded statement will not be re-learned.

(e) Refusal behavior. The chat interface is designed to answer only from confirmed rules and stored Firm Documents, with citations, and to respond that a topic is not covered rather than generate an answer the Playbook does not support. The research interface is designed to answer only from the Sources you have enabled, to cite every claim to a named source, and to decline rather than fall back to the open web or the model's general knowledge. 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. Output is a starting point for a qualified professional, 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. The Services identify themselves as artificial intelligence at the point of interaction. You will not remove or obscure that identification.

(h) Documentation. On request we will provide documentation describing the Services' intended uses, known limitations, categories of data processed, and guidance on appropriate use and human review, sufficient for you to meet applicable vendor-documentation and workforce-notice obligations.

(i) Sources. Content retrieved from a Source belongs to its publisher and is provided for your professional reference. Wallace does not endorse, and is not responsible for, the content of any Source, and an answer drawn from a Source is not advice from Wallace. Where a Source is a regulator or government body, nothing in the Services implies that the regulator has reviewed or approved the Services or your practice.

7. Intellectual Property

(a) Your content is yours. As between the parties, you own and retain all right, title, and interest in your Firm Documents, your De-identified Patterns, your Meeting Content and Practice Memory, your Playbook, and your Output, including all intellectual property and trade secret rights in the methodology 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 Firm Documents, De-identified Patterns, Meeting Content, Practice Memory, 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 internal business purposes.

(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 Firm Documents, Playbook, or Output.

(e) Portability. You may export your Playbook and stored Firm Documents at any time during the term in a documented, machine-readable format, including by downloading your twin as a bundle containing every Playbook version and its exclusions, which you may erase from the Services and re-import later. We will not condition export on payment of any fee beyond amounts already due, on 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.

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 to buy, sell, or hold anything.

(b) Not legal, tax, or accounting advice. The Services do not provide legal advice, do not practice law, do not prepare or assist in preparing any tax return, and do not provide tax or accounting advice or attest services. Output is not a substitute for the independent professional judgment of a licensed attorney, certified public accountant, enrolled agent, 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 document and validate how closely a practice follows its own stated process. They 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, examination, training, productivity, growth, or client-retention outcome. Any adherence figure, score, sample feed, or illustrative metric 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 information solely about a Subject's own conduct within your own systems 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, or other professional relationship between you and Wallace, and does not make Wallace a fiduciary to you, your Users, or your clients.

9. Fees, Taxes, Term, and Renewal

(a) Fees. Fees are as set out in the Order Form or, for online sign-up, on our pricing page at the time you subscribe. Fees are quoted per advisor per month at the tier you select (Playbook, Digital Twin, or Enterprise), include the number of team seats, documents, transcripts, and monthly usage stated for that tier, and additional seats are charged at the published per-seat rate. Where a tier's usage allowance is exhausted in a month, we may slow or pause AI features until the allowance resets rather than charge you more. Fees are payable in advance and are non-refundable except as expressly stated in this Agreement. Late amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

(b) Taxes. Fees are exclusive of all taxes, levies, and duties, including sales, use, gross receipts, excise, and transaction or lease taxes such as the Chicago Personal Property Lease Transaction Tax. You are responsible for all such amounts, other than taxes on our net income or property. Where we are required to collect and remit, we will invoice you unless you supply a valid exemption certificate.

(c) Term. The subscription begins on the start date in the Order Form and continues for the stated term. Monthly subscriptions renew monthly; annual subscriptions renew annually, in each case unless either party gives notice of non-renewal before the end of the then-current term.

(d) Renewal notice and cancellation. For any term of six months or longer, we will send a renewal reminder by email at least thirty (30) days before the renewal date, stating the renewal term, the amount, and how to cancel. You may cancel at any time through the account settings in the Services, in a single step, without contacting support and without completing any retention flow. Cancellation takes effect at the end of the then-current paid term. We will give at least thirty (30) days' notice of any price increase, and you may cancel before it takes effect.

(e) Suspension for non-payment. We may suspend access for amounts more than thirty (30) days overdue after ten (10) days' written notice. Suspension does not relieve you of payment obligations, and export functionality will remain available for the retrieval of your Playbook and Firm Documents.

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 Firm Documents, Playbook, De-identified Patterns, Meeting Content, Practice Memory, 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 methodology, Firm 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 warranties. We warrant that (i) the Services will perform materially as described in our then-current documentation, (ii) we will maintain the administrative, technical, and physical safeguards described in the Data Protection and Security Addendum, (iii) the on-device architecture described in Section 3(b) operates as stated, and (iv) we will not use your content to train any artificial intelligence model. Your remedy for breach of clause (i) is our correction of the non-conformity or, if we cannot correct it within thirty (30) days, termination and a pro rata refund.

(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 agreement, or third-party right, and that you will comply with Sections 3(d) and 5.

EXCEPT AS EXPRESSLY STATED IN SECTION 11(b), 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.

12. Indemnification

(a) By Wallace. We will defend you against any third-party claim alleging that the Services, as provided by us and used in accordance with this Agreement, infringe a U.S. patent, copyright, trademark, or trade secret, and will pay damages and costs finally awarded or agreed in settlement. If the Services become or are likely to become subject to such a claim, we may procure the right to continue use, modify the Services to be non-infringing, or terminate and refund prepaid, unused fees. We have no obligation for claims arising from your content, your combination of the Services with anything we did not supply, or your use in breach of this Agreement.

(b) By Customer. You will defend us against any third-party claim arising from (i) your content, including any claim that material you supplied infringed a right or was supplied without authority, (ii) your breach of Section 3(d) or Section 5, including any use of Output prohibited by Section 5.1, 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.

(c) 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. Except as stated below, each party's total cumulative liability arising out of or relating to this Agreement will not exceed the total fees paid or payable by you under the applicable Order Form in the twelve (12) months preceding the first event giving rise to the claim.

(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 three (3) times the amount in Section 13(a).

(c) Exclusions from all caps. No cap or exclusion applies to (i) your obligation to pay fees, (ii) either party's indemnification obligations under Section 12, (iii) a party's gross negligence, willful misconduct, or fraud, (iv) your breach of Section 5 or Section 7(c), or (v) any liability that cannot be limited under applicable law.

(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) Termination for cause. Either party may terminate for a material breach not cured within thirty (30) days of written notice, or immediately if the other party becomes insolvent or subject to bankruptcy proceedings. We may terminate immediately for a breach of Section 5.1 that is not cured within ten (10) business days of notice.

(b) Effect. On termination, your right to access the Services ends and all accrued fees become due. If we terminate without cause or you terminate for our uncured material breach, we will refund prepaid, unused fees on a pro rata basis.

(c) Export window. For thirty (30) days after termination or expiration, we will maintain your account in read and export mode so you can retrieve your Playbook and Firm Documents. On written request during that window we will provide an export at no charge.

(d) Deletion. After the export window, we will delete your Firm Documents, De-identified Patterns, Meeting Content, Practice Memory, 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, and de-identified telemetry, in each case subject to continuing confidentiality obligations.

(e) 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 on-device commitment in Section 3, 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. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

(c) Dispute resolution. 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) 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.

(e) 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.

(f) 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 administrator email on your account. Notice is effective on delivery, or on the next business day for email sent outside business hours.

(g) 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.

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

(i) 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.

(j) 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.

Wallace Finance Co., 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. Adherence scores, sample feeds, and figures shown are illustrative and not a forecast or a guarantee of any outcome. Wallace documents and validates how closely a practice follows its own stated process; it is not a compliance, supervision, or surveillance system, and it does not guarantee any training, productivity, growth, or client-retention result.