Terms of service

1. INTRODUCTION AND ACCEPTANCE OF TERMS

Welcome to Zealth.io, the online platform and mobile application (“Platform”) operated by Zealth Planning, LLC (“Zealth,” “we,” “us,” or “the Adviser”). Zealth Planning, LLC is a state-registered investment adviser. Zealth is registered as an investment adviser with the California Department of Financial Protection and Innovation (“DFPI”). Zealth is not registered with the U.S. Securities and Exchange Commission (“SEC”). Registration with state regulators does not imply a certain level of skill or training. Zealth and its supervised persons are subject to regulatory oversight and examinations by the DFPI and applicable state regulators, including requirements to protect client information and comply with applicable fiduciary duties and privacy rules under state and federal law. Zealth Planning, LLC is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment adviser (CRD #336569) under the Investment Advisers Act of 1940. Please note that SEC registration does not imply a certain level of skill or training. Additional information about Zealth is available on the SEC’s public disclosure website (see Zealth’s Form ADV on the SEC’s IAPD website).

WE ARE NOT an SEC registered firm yet a California registered firm only thru state regulators.

Acceptance: These Terms and Conditions, together with our Privacy Policy and any other documents referenced herein (collectively, this “Agreement”), form a legally binding contract between you (referred to as “Client,” “you,” or “your”) and Zealth. By accessing or using the Platform, creating an account, or by clicking “I Agree” to this Agreement, you acknowledge that you have read and understood these Terms and you accept and agree to be bound by them. This Agreement is effective as of the moment you accept it electronically, and your electronic acceptance is equivalent to your handwritten signature. If you do not agree with these Terms, you must not access or use the Platform or services. Zealth reserves the right to decline service, deactivate accounts, or terminate this Agreement at any time, as described herein.

Advisory Relationship: By accepting these Terms and using our advisory services, you are entering into an investment advisory agreement with Zealth Planning, LLC. In doing so, you acknowledge that you are establishing an advisory client relationship with a fiduciary investment adviser. Use of the Platform to obtain personalized investment recommendations constitutes your consent to this advisory relationship and agreement, subject to the fiduciary obligations of the Advisers Act of 1940. If you have any questions about this Agreement, please contact us before proceeding. You may request a copy of this Agreement or the Privacy Policy at any time.

2. ZEALTH’S SERVICES AND DUTY

Individualized Advice: Zealth provides personalized investment advice and portfolio recommendations through the Platform, tailored to the information you provide us about your financial situation and goals. Unlike a mere educational tool or general financial calculator, our Platform delivers recommendations specific to you once you enter into this Agreement and provide the required data. As a state-registered investment adviser, As an SEC-registered adviser, Zealth acknowledges that it is acting as a fiduciary on your behalf, and we accept a fiduciary duty to serve your best interests at all times. This means Zealth must place your interests ahead of its own and make recommendations suitable for you based on your profile.

Fiduciary Standard: Under the Investment Advisers Act, an investment adviser is a fiduciary obligated to act in the best interest of its clients. Zealth adheres to this standard. We owe you a duty of care (to provide competent and suitable investment advice) and a duty of loyalty (to avoid or disclose conflicts of interest). We will act in good faith and with the care of a prudent professional, and will monitor your portfolio or advice as agreed. Importantly, Zealth will provide full and fair disclosure of all material facts and any conflicts of interest in our relationship. If any conflict of interest might incline us to give advice that is not disinterested, we will at minimum disclose that conflict to you in detail and obtain your informed consent, or else eliminate the conflict. In short, Zealth commits to act in your best interests and not put its interests ahead of yours.

No Disclaimer of Fiduciary Status: These Terms reflect Zealth’s fiduciary status. We do not disclaim or waive our fundamental obligations under applicable law. Any prior language suggesting that Zealth was not acting as a fiduciary or was providing only impersonal education is hereby superseded. When you become a client, we are your adviser with fiduciary responsibilities, and all parts of this Agreement shall be interpreted in light of that fiduciary duty. In any cases of inconsistency, Zealth’s duties under federal and state securities laws will prevail.

3. SCOPE OF SERVICES

Services Provided: Zealth offers automated, internet-based investment advisory services through the Platform. Our services include analyzing your financial information and goals, providing recommended investment portfolios or financial plans, and related tools to help you manage your investments. The Platform may also include educational content or market data for your information. However, when you input personal data and receive recommendations, those recommendations constitute individualized investment advice for you as our client, rather than general financial education. We do not provide comprehensive financial planning, legal, or tax advice as part of our standard services (for example, we do not give specific tax or estate planning advice).

Client Profiling and Data Requirements: In order to generate personalized advice, Zealth will ask you to provide information about your finances and objectives (“Client Information”). You will typically be prompted to answer questions or fill in data regarding, for example: your age, income, investment experience, risk tolerance, financial goals, time horizon, current assets and debts, and other relevant aspects of your financial profile. It is your responsibility to provide complete, truthful, and accurate information about your financial situation and goals. Zealth will rely on the information you provide to formulate advice. We maintain your Client Information in confidence according to our Privacy Policy, and use it only as needed to provide our services.

How Recommendations are Generated: Zealth uses a proprietary algorithm and investment methodology to analyze your Client Information and construct investment recommendations. Based on your inputs, Zealth may suggest a target portfolio allocation (e.g., a mix of asset classes or specific securities such as exchange-traded funds) tailored to your risk tolerance and goals. These recommendations are automated using software, and are derived from model portfolios and asset allocation strategies designed by our investment team. The methodology considers your stated objectives and risk profile to propose an appropriate investment strategy for you. We will provide information on the reasoning behind recommendations and make available educational explanations on the Platform so you can understand the advice. Over time, Zealth’s algorithm may update your recommendations (for example, if market conditions change or periodically rebalancing a model portfolio) in line with the strategy we have identified for you.

Limitations of Automated Advice: You acknowledge and understand that any investment advice provided by Zealth depends on the information you supply. Our recommendations do not (and cannot) take into account any financial information or circumstances that you do not disclose to us. For example, if you have assets in accounts not linked or reported on our Platform, or unique financial obligations you haven’t told us about, our automated advice will not include those factors. Zealth’s recommendations are limited to the scope of the data we collect, we do not automatically consider outside accounts, your spouse’s assets, or other context unless you provide that information. Additionally, while our algorithm is designed by experts, it uses generally accepted investment assumptions and models; it cannot guarantee results or account for extreme or unforeseeable personal circumstances. No algorithm or financial model can consider every aspect of an individual’s life, nor predict future market movements with certainty. Therefore, the advice you receive is meant to be a helpful tool for decision-making, not an absolute prediction or guarantee.

No Ongoing Discretion without Approval: Zealth’s services are typically provided on a non-discretionary basis, meaning we present you with recommended actions (such as a portfolio to implement or adjustments to make) and you retain the final authority to implement or not. Zealth will not execute trades or make changes in your account without your consent. Our Platform may facilitate execution of our recommendations (for example, by linking to a brokerage account you own), but any transaction will either be executed by you or by us only after you authorize it. (If in the future Zealth offers a discretionary managed account service, that will be governed by a separate agreement or additional terms.) In all cases, you remain in control of your account and can choose whether to follow our advice.

Scope of Relationship: The advisory relationship established by this Agreement is solely for investment advice and management of your investable assets that you choose to manage through Zealth. We do not act as a general financial planner outside of the investments we advise on, and we do not provide tax preparation, legal advice, or manage assets you do not include on our Platform. You are responsible for your other financial decisions not covered by this Agreement. Zealth’s duty to monitor your investments is limited to the accounts and information you have provided through the Platform and as described in this Agreement. We will not monitor any accounts or holdings you have elsewhere unless explicitly agreed.

4. CLIENT RESPONSIBILITIES AND REPRESENTATIONS

To help us serve you and to maintain an effective relationship, you agree to the following responsibilities:

• Provide Accurate Information: You represent and warrant that all information you provide to Zealth (during sign-up and at all times thereafter) is true, accurate, and complete to the best of your knowledge. Our advice is formulated based on this information, so inaccurate or incomplete information could materially affect the quality and relevance of our advice. You agree not to misrepresent your identity, financial situation, or any other facts to Zealth.
• Update Information Promptly: You agree to promptly update your profile or notify us if there are any material changes to your financial situation, goals, or personal circumstances. For example, if your income changes significantly, you experience a major life event (like marriage, divorce, birth of a child), your risk tolerance changes, or you acquire new assets or debts that would affect your investment strategy, you should update the Platform’s inputs. Zealth may periodically (at least annually) prompt you to review and confirm or update your information. It remains your responsibility to ensure your data on file is current. Failure to timely update your information could result in advice that is no longer suitable for you.
• Review Recommendations Before Acting: You agree to carefully review and consider any investment recommendations or proposed portfolio that Zealth’s Platform presents to you before deciding to act on it. The Platform will provide you with information about the suggested investments (such as their objectives, allocations, and risks). You are responsible for evaluating whether you are comfortable with the recommendations. If anything is unclear, you should seek clarification (either through the educational materials, contacting Zealth’s support, or consulting additional sources). You should not implement any recommendation unless you understand it and it aligns with your objectives. Ultimately, the investment decisions are yours to make, and you assume responsibility for any trades or allocations you choose to implement in your account.
• Use the Platform for Personal Purposes: You agree to use Zealth’s Platform for your own personal, non-commercial investment purposes. You will not use another person’s account or share your account with others. You agree not to misuse the Platform by attempting to reverse-engineer our tools, inject false information, or use the advice for any illicit purpose. You will comply with all applicable laws and the terms of this Agreement in your use of our services.
• Evaluate Outside Considerations: If you choose to seek outside advice or consider personal factors beyond what Zealth requests, you are free to do so. However, you understand that Zealth’s advice is limited to the context you’ve provided. We encourage you to consider factors like your broader financial picture or consult with additional advisers (for tax, legal, or other specialized advice) if needed. It is your responsibility to integrate Zealth’s investment advice into your overall financial plan judiciously.

By adhering to the above responsibilities, you help us maintain the fidelity and effectiveness of the process. If you ever have questions or believe a recommendation does not reflect the information you provided, please contact us for support or update your information accordingly.

5. FEES, COMPENSATION, AND OTHER COSTS

Fees: Zealth is a professional investment adviser, and our services are provided for compensation. You agree to pay any fees applicable to your account as described in our Pricing information on the Platform or in a separate fee schedule provided to you. The exact fees, billing frequency, and payment method for your use of Zealth’s services will be disclosed to you during the account setup or recommendation process. Zealth’s fee structure may include, for example, a monthly or annual subscription fee for access to the Platform’s tools, or an asset-based fee (a percentage of assets under advisement), or a combination of both. All fees will be clearly communicated to you in advance. By entering into this Agreement, you agree to the fees as stated and authorize Zealth (or our authorized billing provider) to charge your provided payment method for the fees, in accordance with the disclosed schedule.

Changes to Fees: Zealth reserves the right to adjust its fee structure in the future. If any fee change affects your account, we will provide you with advance notice (for example, via email or via a notice on the Platform) and the effective date of the new fees. Continued use of the Platform after a fee change constitutes your acceptance of the new fees. If you do not agree to a fee change, you may terminate this Agreement as described below before the new fees take effect. We will not retroactively change fees without your consent. Certain promotional discounts or fee waivers may apply for limited periods; any such arrangements will be disclosed and are at our discretion.

Billing and Payment: Fees will generally be charged in arrears or in advance as specified (for instance, a monthly subscription may be charged at the beginning of each month of service). If fees are asset-based, they might accrue daily and be billed monthly or quarterly. By accepting these terms, you authorize Zealth to debit your bank account or charge your credit card on file for the fees when due (or to deduct fees directly from any investment account you have linked for that purpose, if applicable). We will provide or make available to you periodic statements or invoices reflecting the fees charged. It is your responsibility to ensure your payment information is accurate and up-to-date to avoid interruption of service.

Other Costs and Expenses: Zealth’s fee covers the cost of our advice and platform usage. Zealth does not charge commissions on trades, we are compensated only by the fees you pay, not by transaction-based commissions. However, you may incur third-party fees in the process of implementing our advice. For example, if our Platform connects to a brokerage to execute trades, the broker may charge transaction fees (though many brokers offer commission-free trading for standard securities). Also, the investments we might recommend (such as mutual funds or ETFs) have internal expenses (expense ratios) charged by their managers, which can affect returns. You might also incur custodian fees, wire transfer fees, or taxes. Zealth does not receive any portion of those third-party fees, and we will strive to disclose any significant third-party costs you may face. Ultimately, you are responsible for any fees charged by third-party financial institutions you use in connection with our recommendations.

No Performance-Based Fees: Zealth does not charge performance-based fees (fees based on a share of capital gains or appreciation in your account). All fees are charged as described in the fee schedule regardless of account performance.

Conflicts of Interest, Compensation: Because Zealth’s compensation comes primarily from the fees you pay, our interests are generally aligned with yours (we do better when you are satisfied and continue using our service). Zealth does not receive compensation for recommending any particular investment product (we do not accept kickbacks or referral fees from fund companies, for example). If Zealth or any affiliate were to receive any form of incentive or compensation from a third party in connection with advice given to you, we will disclose that conflict to you fully and fairly, in accordance with our duty of loyalty. Our goal is to minimize conflicts; where they cannot be avoided, we will disclose them and manage them in your best interest.

Fee Refunds and Termination: If either you or Zealth terminates the relationship (see Section 11), any prepaid, unearned fees will be refunded to you on a pro-rata basis. Likewise, any fees due for services rendered up to the termination date (if billed in arrears) will be due and payable. Specific refund and billing cut-off policies may be described in your pricing plan. For example, if you pay a monthly subscription in advance, and terminate mid-period, we will typically refund the prorated portion for the remaining days of the month after termination, unless the amount is de minimis or a different policy is disclosed. An exception is that if you terminate very early (within a free trial period or within an initial grace period such as 5 business days of signing up), you may be entitled to a full refund of any fees paid (see Section 11 for the “free look” period). We strive to ensure you only pay for the services you use and to handle all billing matters fairly and reasonably.

6. ELIGIBILITY AND ACCESS TO THE PLATFORM

Legal Age and Capacity: The Zealth Platform is intended solely for use by individuals who are 18 years of age or older and who can form binding contracts under applicable law. By entering into this Agreement, you represent that you are at least 18 years old (or the age of majority in your jurisdiction) and that you possess the legal capacity to enter into this Agreement. If you are using the service on behalf of an organization, you represent that you are authorized to agree to these Terms on that organization’s behalf, and that the organization will be bound by this Agreement.

Residency and Geographic Restrictions: The Platform and our services are currently intended for residents of the United States. Zealth makes no representation that the services are appropriate or available for use in any locations outside the United States. By using the Platform, you affirm that you are a U.S. resident (or if not, that you are using the services in compliance with the laws of your jurisdiction and the United States). If you access the Platform from outside the U.S., you do so on your own initiative and are responsible for compliance with local laws. Zealth may restrict or terminate access to the Platform in certain jurisdictions if required by law or if we decide to not offer services in that jurisdiction.

Eligible Accounts and Requirements: The Platform may require you to have certain accounts to fully utilize our services. For example, to implement investment advice, you might need to have an account with a partner brokerage or a linked bank account for deposits/withdrawals. We will inform you of any such requirements. You are responsible for satisfying any eligibility requirements of those third-party accounts (such as being a U.S. citizen or resident for a particular brokerage, passing any identity verification (KYC) checks, etc.). Zealth is not liable if you are unable to open or maintain the necessary external accounts to use our service.

Personal Use and Security: You agree that your Zealth account is for your personal use only. You will not allow any other person to access the Platform through your login credentials. You are responsible for maintaining the confidentiality of your username, password, and any other security information. You agree to notify us immediately if you suspect any unauthorized access to or use of your account. We may suspend or restrict access to your account if we suspect fraudulent or unauthorized activity, to protect you and us.

Technology Requirements: Using the Platform requires compatible devices, internet access, and certain software (which may require periodic updates). Your ability to use our services may be affected by the performance of these systems. You are responsible for obtaining and maintaining any equipment or ancillary services needed to access the Platform, and for any associated fees (such as internet service charges or mobile data fees). Zealth is not responsible for any technical difficulties or inability to use the Platform due to factors outside our control (e.g., internet outages, device incompatibility, etc.), but we will make reasonable efforts to support commonly used browsers and devices.

Prohibited Uses: You agree not to engage in any activity that could harm the Platform or other users. This includes, without limitation: (a) attempting to circumvent security measures or to gain unauthorized access to any part of the system; (b) using the Platform to transmit any viruses, malware, or harmful code; (c) reverse engineering or decompiling any aspect of our software; (d) using the Platform for any unlawful, fraudulent, or malicious purpose; or (e) impersonating any person or entity or providing false information. Engaging in prohibited uses may result in termination of your access and potential legal action.

By meeting the eligibility criteria and following these usage rules, you help maintain a secure and compliant environment for our services.

7. PRIVACY AND DATA HANDLING

Notwithstanding anything to the contrary in this Agreement or in any privacy notice or policy referenced herein, Zealth’s collection, use, and disclosure of Client Information is governed first and foremost by Zealth’s fiduciary duties under applicable federal and state securities laws, including Regulation S-P under the Investment Advisers Act of 1940. Any privacy policy applies only to the extent it is consistent with those fiduciary and regulatory obligations. In the event of any inconsistency, Zealth’s fiduciary and regulatory obligations shall control.

Your privacy is very important to us. By using the Platform, you acknowledge that you have read and understood our Privacy Policy (available on our website), which explains how we collect, use, store, and protect your personal information. Our Privacy Policy is incorporated by reference into these Terms.

Use of Data: The personal and financial data you provide to Zealth will be used for the primary purpose of delivering our services to you. This includes analyzing your financial profile, generating advice, and, if applicable, facilitating transactions you choose to make. We may also use your data to improve our algorithms, provide customer support, personalize your experience, and send you communications related to your account or relevant offers. We will not sell your personal financial information to third-party marketers. Zealth does not sell, rent, license, trade, transfer, monetize, or otherwise commercially exploit Client Information, whether for advertising, marketing, analytics unrelated to advisory services, or for the independent benefit of any third party. Client Information is used solely for purposes permitted under applicable securities laws and solely in furtherance of providing investment advisory services to the Client. We will only share your information with third parties in limited circumstances, such as: with your consent; as needed to provide our services (for example, sharing trade instructions with a brokerage, or using third-party analytics or data storage providers bound by confidentiality obligations); or as required by law or regulatory authorities. Zealth may disclose Client Information only to third-party service providers that perform services on Zealth’s behalf and solely as necessary to provide advisory services to the Client, comply with legal or regulatory requirements, or maintain the security and functionality of the Platform. All such service providers are contractually obligated to maintain the confidentiality of Client Information, to use such information solely for the purposes specified by Zealth, and to refrain from any independent use, disclosure, marketing, profiling, or monetization of Client Information.

Zealth may use Client Information in aggregated or de-identified form, or on a limited identifiable basis where necessary, solely for purposes of operating, securing, maintaining, improving, and complying with its investment advisory services, including system performance, service quality, compliance monitoring, and risk management. Client Information is not used for cross-context behavioral advertising, third-party marketing, or data profiling unrelated to the provision of advisory services.

Confidentiality and Security: As an investment adviser, Zealth has regulatory and ethical obligations to keep your information confidential. We implement industry-standard security measures (such as encryption, secure servers, etc.) to protect your personal data from unauthorized access or disclosure. However, no internet transmission or storage system can be guaranteed 100% secure. By using our Platform, you acknowledge that there is some inherent risk in transmitting data over the internet, and while we work hard to protect your information, we cannot warrant that a breach will never occur. In the unlikely event of a data breach that affects your personal information, we will follow applicable laws to inform you and will take appropriate steps to remedy the situation.

Regulatory Privacy Notices: Zealth will provide you with any privacy notices required by law (for instance, initial and annual privacy notices under SEC Regulation S-P, describing how we handle non-public personal information). These notices will detail your rights and our obligations regarding your information. Generally, because we do not share your personal information except as permitted by law (for purposes of servicing your account, etc.), there may not be a need for you to opt-out of information sharing. If any opt-out rights are applicable, we will provide you with a method to exercise them.

Client Communications: You agree that Zealth may contact you through the Platform, via email, or other contact information you provide, to send alerts, documents (such as Form ADV brochures, updates to this Agreement, transaction confirmations, statements, etc.), and other important communications. We encourage you to promptly read any communications from us as they may contain important information about your account or changes to our services. Electronic delivery of documents is a condition of our service – by agreeing to these Terms, you consent to electronic delivery of all communications. You are responsible for maintaining a valid email address and updating it if it changes.

Data Retention: You acknowledge that Zealth will retain your personal data and account information as long as needed to service your account or as required by law (for example, investment advisers must keep certain records for a number of years). If you terminate services, we will securely retain the data as necessary for legal/regulatory compliance, after which we will delete or anonymize it according to our data retention policies.

For more details on our privacy practices, please refer to the Privacy Policy. If you have any questions about how we handle your data, feel free to contact us.

Zealth’s obligations to protect the confidentiality and security of Client Information shall survive termination of this Agreement and the Client’s relationship with Zealth, in accordance with applicable securities laws and regulations.

8. DISCLAIMERS. NO GUARANTEE OF INVESTMENT RESULTS

Investment Risk Acknowledgment: You understand and accept that all investments in securities (such as stocks, bonds, ETFs, etc.) involve risk, including the possible loss of principal. The value of your investments can go down as well as up, and you may not achieve your financial goals. Past performance is not indicative of future results. Zealth does not and cannot guarantee any particular investment outcome or profit. There is no guarantee or warranty that any investment recommendation or portfolio we suggest will perform better than any other investment or strategy or that it will achieve your objectives. All projections or expected returns shown on the Platform are hypothetical estimates and not assurances of actual results.

No Warranty for Services: The Platform, and all information, content, and services provided by Zealth, are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, Zealth disclaims any and all warranties (express or implied) that are not expressly set forth in this Agreement. For example, we do not warrant that the Platform will be uninterrupted, error-free, or free of viruses or other harmful components. While we strive for accuracy, we do not warrant that any reports, market data, or informational content on the Platform will always be correct, complete, or up-to-date. Use of our services is at your own risk. Any testimonials or endorsements on our site (if any) may not be representative of all clients. No advice or information, whether oral or written, obtained by you from Zealth through the Platform shall create any warranty not expressly stated in these terms.

Limited Scope of Advice: Zealth’s advice is limited to the information you provide and the investment universe we consider. We do not guarantee that the investment recommendations encompass the best possible investment among all options worldwide. For practical purposes, we may limit our recommendations to broadly diversified, low-cost assets (such as certain ETFs or mutual funds) and not, for instance, individual stocks or niche assets, unless otherwise noted. We believe this approach is prudent, but it means that there may be other investment opportunities we do not advise on. Additionally, we are not providing legal, accounting, or tax advice. You should consult your own attorney or tax professional for those matters.

Third-Party Content and Services: The Platform might integrate or present content or services from third parties (for example, market news, quotes, or links to third-party websites, or it might allow you to interface with a third-party brokerage). Zealth does not control or endorse third-party content, and we are not responsible for the accuracy or reliability of information provided by third parties. Likewise, we are not responsible for the performance of any third-party services (like the execution of trades by a brokerage; those are governed by your agreement with that third party). Any links to external websites are provided for convenience; following such links is at your own risk, and you should review the terms/privacy of those sites.

Not FDIC or Government Insured: Investments recommended by Zealth (or held in your account) are not bank deposits and are not insured by the FDIC or any other government agency. Additionally, investments are not guaranteed by Zealth or any affiliated entity. They may lose value. You should be prepared to bear the potential loss of investment value.

Technology Disclaimers: You acknowledge that the Platform may occasionally be unavailable due to scheduled maintenance or unforeseen outages. Zealth will attempt to provide support for technical issues, but we make no guarantee that the Platform will be accessible at all times. You are responsible for maintaining alternative means of accessing your investments (for example, directly through your brokerage) in case of prolonged Platform downtime. Zealth is not liable for any delays or failures in performance resulting from acts beyond our control, such as internet failures, force majeure events, or issues attributable to third-party providers.

Reliance on Information: While Zealth uses sources it believes to be reliable for information (such as market data, pricing, financial statistics, etc.), we do not guarantee that any such information is accurate or complete. Any information on the Platform that is based on historical data or forward-looking assumptions is used for illustrative purposes. You should use your judgment or seek professional advice if you have doubts about any information’s accuracy.

In summary, you assume the risks of investing and using our Platform. Zealth will do its best to provide sound advice and maintain a high-quality service, but we cannot guarantee outcomes or that the service will be flawless. These disclaimers are made to ensure you understand the limitations and risk inherent in both investing and using an online service.

9. LIMITATION OF LIABILITY

Limitation of Liability: To the fullest extent permitted by law, Zealth and its affiliates, officers, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages (including, without limitation, damages for loss of profits, loss of data, or financial losses) arising out of or in connection with your use of (or inability to use) the Platform or our services. This limitation applies to any damages resulting from any mistakes, omissions, interruptions, deletion of files or data, errors, defects, delays in operation or transmission, any failure of performance, or the content of any information transmitted via the Platform. We shall not be liable for any loss caused by events beyond our reasonable control, including but not limited to: network or Internet downtime, unauthorized access or theft (despite reasonable security measures), war, natural disasters, or other force majeure events.

Cap on Direct Damages: To the extent that liability is not otherwise excluded or limited, in all events our aggregate liability to you for any and all claims arising from this Agreement or your use of the service shall not exceed the total amount of fees you paid to Zealth in the twelve (12) months immediately preceding the event giving rise to the claim. If you have not paid any fees (for example, if you were on a free trial), Zealth’s liability will be limited to $100 (USD) as liquidated damages.

No Liability for Investment Losses: You understand that investing involves risk and that you may lose money following Zealth’s advice. Zealth is not liable for any losses in your investment accounts or portfolios, except to the extent such losses are directly caused by Zealth’s breach of its fiduciary duty or applicable law. In other words, if your portfolio declines in value due to market conditions or decisions you make (even if based on our recommendations), you will bear that loss. Zealth’s role is to provide guidance, but you retain control and responsibility for investment outcomes. However, nothing in this Agreement waives any of your rights under federal or state securities laws, so if Zealth were to violate its duties or engage in misconduct, we would be responsible for the losses or damages as required by those laws. We do not ask you to waive any such rights, and any language to the contrary shall be interpreted consistent with this provision.

Third-Party Liability: Zealth will also not be liable for any acts, errors, or omissions of any third party, such as a brokerage firm, bank, custodian, or other service provider that may be involved in your investment process. For example, if a broker fails to execute a trade or a bank error delays a transfer, you would need to address that with the respective third party (though we will try to assist if possible). We do not guarantee the performance of or assume liability for the obligations of any third-party institutions.

Your Responsibility for Certain Claims: You agree that if a third party brings a claim against Zealth due to your breach of this Agreement or your violation of any law or regulation, you will indemnify and hold harmless Zealth from any resulting liability, damages, or costs (including reasonable attorneys’ fees). For instance, if you use the Platform in an unlawful way that causes a lawsuit, you may be responsible for the costs incurred by Zealth.

No Waiver of Fiduciary Duty: We reiterate that we are not limiting our liability for our own breach of duty. Under the Advisers Act, an adviser cannot contract away its fiduciary duty. This Section 9 is intended to clarify general limitations of liability and to protect Zealth from certain types of claims, but it is not intended to relieve us from accountability for negligence, willful misconduct, or violations of the law. In any claim, our liability will be determined in accordance with applicable law and this Agreement, giving due regard to our fiduciary responsibilities.

Because some states do not allow certain limitations of liability, some of these provisions may not apply to you. If any portion of this section is held unenforceable, it shall be construed to limit liability to the maximum extent permitted by applicable law.

10. DISPUTE RESOLUTION. ARBITRATION AND WAIVERS

Please read this section carefully, as it affects your legal rights. This Agreement requires individual arbitration of most disputes and includes a class action waiver. By entering into this Agreement, you and Zealth are each waiving the right to a trial by jury or to participate in a class or representative action.

Arbitration Agreement: You and Zealth agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the services provided by Zealth shall be resolved through binding arbitration on an individual (not class) basis. Arbitration is a process in which a neutral arbitrator (instead of a judge or jury) decides the dispute. The arbitration will be conducted pursuant to the rules of a respected arbitration organization – we anticipate using the JAMS Comprehensive Arbitration Rules and Procedures or American Arbitration Association (AAA) Rules, as mutually agreed or as directed by the arbitration administrator. If for any reason both JAMS and AAA are unavailable or unwilling to arbitrate, the parties will agree on an alternative forum or arbitrator, or, failing that, a court of competent jurisdiction may appoint an arbitrator.

Procedure: The arbitration shall be decided by a single neutral arbitrator experienced in the area of securities or financial services law. The arbitrator will have the power to grant any remedy that would be available in court under law, except that the arbitrator may not award punitive or exemplary damages or any damages waived or limited by this Agreement, except as necessary to comply with statutory rights. The arbitration hearing (if any hearings are needed) will take place in a location reasonably convenient for both parties (or via teleconference or video, if appropriate), or as required by the JAMS/AAA rules. The arbitrator will issue a written decision stating the essential findings and conclusions on which any award is based. Judgment on the arbitrator’s award may be entered in any court having jurisdiction.

Costs: Each party will bear its own attorneys’ fees and costs in the arbitration, and you and Zealth will split the arbitrator’s fees and any administrative fees of the arbitration forum equally, unless the arbitration rules or applicable law require otherwise or unless the arbitrator awards otherwise in a decision. We will not seek to recover our attorney’s fees from you in arbitration, even if we prevail, unless your claim is found to be frivolous or made in bad faith. (Likewise, you should not seek attorney’s fees from us, except as allowed by law or agreement.)

Class Action Waiver: You and Zealth agree that any dispute resolution (whether in arbitration or in court, as the case may be) will be conducted only on an individual basis and not in a class, consolidated, or representative action. You further agree that you shall not serve or participate as a representative, a private attorney-general, or in any other representative capacity for others in any arbitration or other proceeding against Zealth. The arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than individually in your capacity or Zealth’s capacity. If this class action waiver is found to be unenforceable in its entirety, then the arbitration provision (but only the arbitration provision) shall be null and void, and the dispute may be brought in court, subject to the other terms of this section.

Exceptions: Despite the foregoing agreement to arbitrate, either party may choose to bring an individual action in small claims court (if the dispute qualifies for that court’s jurisdiction and as long as the matter stays in that court and on an individual basis). Also, either party retains the right to seek injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened misuse or misappropriation of its confidential information or intellectual property, among other provisional remedies. Such request for injunctive relief will not be considered incompatible with the agreement to arbitrate or as a waiver of the right to arbitrate.

Opt-Out Right: We believe arbitration is beneficial for both parties as a quicker and more cost-effective way to resolve disputes. However, if you do not wish to be bound by this arbitration provision and class waiver, you have the right to opt out. To do so, you must send a written notice to Zealth at [insert contact address] within 30 days of first accepting this Agreement, stating that you opt out of the arbitration agreement. The notice must include your name, address, and account email, and a clear statement that you want to opt out of the arbitration clause. If you opt out, any subsequent dispute shall be resolved by a court as described below, and not by arbitration. Opting out of this arbitration agreement will not affect any other provisions of this Agreement, including the class action waiver (which would then apply in court).

Survival and Severability: This Section 10 shall survive termination of the Agreement. If any portion of this arbitration clause (other than the class action waiver) is deemed invalid or unenforceable, it shall not invalidate the remaining portions of the clause. If the class action waiver is deemed invalid, the entire arbitration clause shall be null (but the rest of the Agreement, including any provision on governing law or venue, shall remain in effect).

By agreeing to these Terms and Conditions, you and Zealth each agree to resolve most claims against each other solely through individual arbitration and not in court (except for the narrow exceptions noted above). This arbitration agreement is made pursuant to a transaction involving interstate commerce, and the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern its interpretation and enforcement.

11. GOVERNING LAW

This Agreement and any dispute or claim arising out of or related to it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of California, USA, without giving effect to any conflict of law principles that would result in the application of the laws of another jurisdiction. By using the Platform, you consent to the application of California law in all matters relating to your use of the services and this Agreement.

If for any reason a dispute is not subject to arbitration (for example, because you opted out or a court finds the arbitration clause unenforceable), then you agree to the exclusive jurisdiction of the state or federal courts located in the State of California for the resolution of any such court proceeding. You also agree to waive any objection to such a venue on the grounds of inconvenience or forum non conveniens. (If you opted out of arbitration, the class action waiver shall still apply in litigation, meaning any court claims must be brought solely on an individual basis.)

Please note that the advisory services we provide are subject to U.S. federal securities laws (such as the Investment Advisers Act of 1940) and applicable regulations, which will govern in the event of any inconsistency with state law. We do not seek to limit any rights or remedies provided by those laws.

12. AMENDMENTS AND TERMINATION OF AGREEMENT

Amendments/Changes to Terms: Zealth may update or modify this Agreement from time to time. If we make material changes, we will notify you by posting the revised Terms on the Platform and/or by sending you notice via email or the Platform’s messaging system. We will include the “last updated” date at the top of the Terms for reference. It is your responsibility to review any updated Terms. The updated Terms will become effective as of the stated effective date (or if no date is stated, upon posting). By continuing to use the Platform or our services after the new Terms become effective, you agree to be bound by the revised Terms. If you do not agree with any amendment, you must stop using the services and terminate your account before the changes take effect. We will not retroactively change terms to significantly affect your rights without notice and consent.

Termination by Client: You have the right to terminate this Agreement and your relationship with Zealth at any time, for any reason or no reason at all. You may terminate by giving written or electronic notice to Zealth (for example, via an account settings option or by emailing our support indicating you wish to close your account). Termination is effective upon our receipt of your notice or upon the date specified in your notice (if you specify a later date). Upon termination, Zealth will no longer provide you with investment advice or monitoring, and you will not have access to the client areas of the Platform. If you terminate, it is then your responsibility to manage any investments on your own or transfer assets to another provider, adviser, or account if applicable.

Termination by Zealth: Similarly, Zealth may terminate this Agreement or suspend services to you at any time for any reason, including (but not limited to) if we determine that providing services to you is impractical (perhaps due to changes in law or your situation), if you violate these Terms, or if your account remains inactive for an extended period. We will provide notice of termination to you via the last email address on file or via the Platform. If the termination is for cause (e.g., violation of terms), termination may be immediate. Otherwise, we may give you a short period to transition (for example, a 30-day notice) before termination.

Effects of Termination: Upon termination of the relationship, any unearned fees will be refunded to you as described in Section 5. If fees are billed in arrears, you will owe fees for services up to the date of termination. Zealth’s fiduciary duty to you will end when the Agreement is terminated, except with respect to advice or actions already taken, and except as may be required by law (for instance, our duty to maintain confidence survives). You will be responsible for any transactions or changes in your account after termination - Zealth will not execute or manage trades after the relationship ends. It is a good idea to download or save any account information or documents you may need (such as performance reports or tax documents) prior to terminating, because your access to the Platform may be cut off after termination (though you can request copies from us later, we maintain records per regulation).

Five-Day Cancellation (No-Penalty Clause): If you are a new client, you have a right to terminate this Agreement without penalty within five (5) business days after entering into it (often referred to as a “free look” period). If you exercise this right, we will refund any fees you have paid to Zealth and will not charge any startup or termination fees. (Note: if your account incurred third-party charges, like broker fees, those might not be refundable by us, but we will not charge our own fees.) To use this five-day cancellation, you must notify us in writing (an email is acceptable) within the five-business-day window. This right applies only to your initial signing of the agreement, not to subsequent reopenings or additional services.

Surviving Provisions: Termination of this Agreement will not affect provisions which by their nature are intended to survive termination. This includes, for example, the Arbitration clause, Limitation of Liability, indemnification obligations, governing law, and any provisions regarding outstanding fees or the handling of confidential information. Those sections remain in force according to their terms.

We aim for a smooth offboarding if you choose to leave. Upon termination, we will cooperate with any reasonable requests, such as transferring information to you or a new as required (once properly authorized).

13. OTHER IMPORTANT TERMS

Entire Agreement: This Agreement (including the incorporated Privacy Policy and any other terms expressly incorporated by reference) constitutes the entire agreement between you and Zealth regarding the use of our Platform and services. It supersedes any prior agreements, understandings, or arrangements (whether oral or written) relating to the subject matter. Any additional or different terms in any other communication from you (for example, in an email or chat) are not agreed to by Zealth and are void, unless expressly agreed in writing by an authorized representative of Zealth.

Severability: If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect. The intent is that the Agreement will be deemed amended to the minimum extent necessary to make it enforceable, reflecting the parties’ intent as closely as possible.

No Waiver: Zealth’s failure or delay to enforce any term or condition of this Agreement or to exercise any right or remedy will not be considered a waiver of our right to do so later. Similarly, a waiver of one breach or default does not constitute a waiver of any subsequent breach or default. All waivers must be in writing to be effective.

Assignment: You may not assign or transfer this Agreement or any of your rights or obligations hereunder without Zealth’s prior written consent. Any attempted assignment by you without consent will be null. Zealth may assign this Agreement or delegate its obligations to an affiliate or successor (such as in the event of a merger, acquisition, corporate reorganization, or sale of substantially all assets) with notice to you. This Agreement is binding on any permitted successors and assigns.

No Third-Party Beneficiaries: This Agreement is solely for the benefit of you and Zealth. It is not intended to benefit any third parties (except as expressly provided in any indemnity or limitation of liability for the benefit of Zealth’s agents, etc.). There are no third-party beneficiaries of this Agreement.

Relationship of Parties: You and Zealth agree that our relationship is that of client and independent contractor (investment adviser). Nothing in this Agreement shall be construed to create between us any partnership, joint venture, employer-employee, or agent-principal relationship. You are free to accept or reject our advice, and you retain control over your investment decisions.

Intellectual Property: All content, trademarks, logos, and software on the Platform are owned by or licensed to Zealth and are protected by intellectual property laws. Zealth grants you a limited, revocable, non-exclusive, non-transferable license to use the Platform and its content for your personal use only in accordance with this Agreement. You may not copy, reproduce, distribute, or create derivative works from our content without our prior written consent. You also may not reverse-engineer or decompile our software. “Zealth” and any associated logos or slogans are trademarks/service marks of Zealth Planning, LLC. All rights not expressly granted in this Agreement are reserved by Zealth.

Headings and Interpretation: Section headings in this Agreement are for convenience only and have no legal or contractual effect. In case of any ambiguity in terms, this Agreement will not be construed in favor of or against one party as the drafter; both parties had the opportunity to review and negotiate (even though these are standard terms). When we say “including,” it is meant to be “including without limitation.” If there is a conflict between this Agreement and any summary or explanation of our services on the website, this Agreement controls.

Notices: Zealth may provide notices to you under this Agreement by email, through the Platform, or by postal mail to the contact information you have on file. You are deemed to have received a notice when we send it or post it, whether or not you actually read it. It is your responsibility to keep your contact information up to date. If you need to send a notice to Zealth (for example, to terminate the Agreement or for legal issues), you must send it in writing to our business address as provided on our website (Attn: Legal/Compliance) or via email to an address designated for legal notices. Notices will be deemed given when received by us.

Customer Support and Complaints: If you have any questions, concerns, or complaints regarding our services, please contact our customer support through the Platform or via email at [support email]. We will do our best to address your concerns. We are registered with the SEC; thus, if you have any unresolved complaints, you can contact the SEC or the relevant securities regulator. Keep in mind that arbitration (if not opted out) will be the mechanism for legal disputes, but we encourage you to first work with us informally to resolve any issues.

Precedence. In the event of any inconsistency between these Terms and Conditions and any privacy policy or notice referenced herein, these Terms and Zealth’s fiduciary obligations under applicable securities laws shall govern.

By using Zealth’s services, you confirm that you have read this entire Agreement carefully, that you understand the terms and conditions, and that you agree to comply with and be bound by all of the above. We thank you for choosing Zealth as your investment adviser and look forward to helping you work towards your financial goals under these Terms and Conditions.