HUMAN INTEREST ADVISORS LLC

PLAN ADVISORY TERMS OF SERVICE

Last Updated: January 27, 2026

PLEASE READ THESE TERMS (“TERMS OF SERVICE”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY HUMAN INTEREST ADVISORS LLC (“HUMAN INTEREST ADVISORS”). BY EXECUTING AN ORDER FORM (AS DEFINED BELOW) WITH HUMAN INTEREST ADVISORS (OR SUBMITTING AN ORDER FORM VIA THE ONLINE ORDER FORM PROCESS), WHICH REFERENCES THESE TERMS OF SERVICE, YOU (“PLAN SPONSOR,” TOGETHER WITH HUMAN INTEREST ADVISORS, THE “PARTIES” OR EACH, A “PARTY”) AGREE TO BE BOUND BY THESE TERMS OF SERVICE (TOGETHER WITH THE ORDER FORM, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS.

1. Definitions.

“Advisers Act” means the Investment Advisers Act of 1940, as amended.

“Aggregated Anonymous Data” means data submitted to, collected by or generated by Human Interest Advisors in connection with Plan Sponsor’s use of the Services, but only in aggregate, anonymized form which can in no way be linked specifically to Plan Sponsor.

“Code” means the Internal Revenue Code of 1986, as amended.

“Confidential Information” means any oral, written, graphic or machine-readable information disclosed by the disclosing Party to the receiving Party that is designated in writing to be confidential or proprietary or would be understood by a reasonable person to be confidential or proprietary. Confidential Information includes, but is not limited to, the terms of this Agreement, information relating to patents, patent applications, research, product plans, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), hardware configuration, computer programs, algorithms, business plans, agreements with third-parties, services, customers, employees, marketing or finances of the disclosing Party. Confidential Information shall not include information that the receiving Party can prove: (a) is generally publicly available through no fault of the receiving Party, (b) was known to the receiving Party, without restriction, at the time of disclosure; (c) was disclosed with the prior written approval of the disclosing Party; (d) was independently developed by employees, consultants or agents of the receiving Party without any use of or access to the Confidential Information of the disclosing Party; (e) has become known to the receiving Party, without restriction, from a third-party under no confidentiality obligations with respect to such disclosure; or (f) is disclosed generally to third-parties by the disclosing Party without restrictions similar to those contained in this Agreement.

“Controlled Group” means, for purposes of this Agreement, a “controlled group” and/or an “affiliated service group” as defined under Section 414 of the Code, which may include Plan Sponsor and applicable affiliates or subsidiaries. For the avoidance of doubt, references to Plan Sponsor’s employees in this Agreement include employees of any applicable Controlled Group member.

“Complete/Concierge Plans” means a Plan that is indicated as a “Complete” or “Concierge” plan or level of service on the Order Form.

“Core Funds” means the investment options utilized by the Model Portfolio Methodology, as updated from time to time.

“Effective Date” means the date the Parties enter into the Order Form.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Essentials Plans” means a Plan that is indicated as an “Essentials” plan or level of service on the Order Form.

“Human Interest Recordkeeper” is Human Interest Inc., an affiliate of Human Interest Advisors, that provides third-party recordkeeping services and administrative services to the Plan as an agent of Plan Sponsor.

“Human Interest Software” consists of the Plan Administrator Dashboard, the Participant Dashboard, PartnerConnect, and any related mobile applications provided by Human Interest Recordkeeper to Plan Sponsor and/or Participants.

“Model Portfolio Methodology” is Human Interest Advisors’ proprietary methodology used to (a) generate and recommend model portfolios to Participants who utilize the Participant Advisory Services based on information provided by the Plan Sponsor, Plan and/or Participant (e.g., a Participant’s current age) and assumptions that Human Interest Advisors makes regarding each such Participant’s financial circumstances and preferred risk level and (b) perform periodic rebalancing of investments in certain Participant Accounts to align with the relevant Model Portfolio.

“Order Form” is the order form or such other documentation signed (or accepted by electronic consent) by the Plan/Plan Sponsor or their authorized designated representative that sets forth the current tier or level of Plan services and service pricing, as may be amended from time to time in accordance with this Agreement.

“Participant” means, as the context may require, an employee, former employee, participant, beneficiary or alternate payee who is eligible to participate in or receive benefits under the Plan.

“Participant Account” means, as the context may require, the account of a Participant under the Plan.

“Participant Dashboard” is the online portal provided by Human Interest Recordkeeper and used by Participants to access their Plan account for servicing and investment selection purposes.

“Plan” means the Plan referenced in the Order Form.

“Plan Administrator” means: (a.) for Essentials Plans, the person or entity other than Human Interest that is the “administrator” of the Plan as that term is defined under Section 3(16)(A) of ERISA and Section 414(g) of the Code. For the avoidance of doubt, Human Interest shall not be the Plan Administrator for such services; or (b.) for Complete/Concierge Plans, Human Interest to the extent appointed as an administrator as described in Section 3(16) of ERISA, specifically with respect to the 3(16) Fiduciary Services, Plan Sponsor or another Named Fiduciary, within the meaning of Section 402(a) of ERISA, duly appointed by Plan Sponsor, for all other services.

“Plan Administrator Dashboard” is the online portal provided by Human Interest Recordkeeper and used by the Plan Administrator to manage the Plan.

“Services” means the specific services with respect to the Plan described in this Agreement and further specified in Plan Sponsor’s Order Form for which Plan Sponsor has retained Human Interest Advisors, which are the subject of this Agreement, as it may be amended from time to time.

“Services Termination Form” is the Human Interest Advisors’ services termination form signed (or accepted by electronic consent) by the Plan/Plan Sponsor or their authorized designated representative, that terminates Human Interest Advisors provision of Services to the Plan.

2. Scope of Services Provided.

(a) Human Interest Advisors’ appointment by Plan Sponsor as a 3(21) investment advisor or 3(38) investment manager (each described below) will be reflected in the Plan implementation process and documentation or Order Form. To the extent appointed as such by Plan Sponsor, Human Interest Advisors acknowledges and accepts its appointment as an investment manager as that term is defined by Section 3(38) of ERISA and acknowledges it is a “fiduciary” (as defined in Section 3(21) of ERISA) with respect to the Plan. Notwithstanding the foregoing, Plan Sponsor acknowledges and agrees that Human Interest Advisors will only be a fiduciary with respect to Plan investments and such services and/or duties specifically delegated to it under this Agreement and that Human Interest Advisors will not be, and will not be deemed to be, a fiduciary with regard to any authority retained and/or exercised by the Plan (including, but not limited to, Plan Sponsor and/or Plan Administrator) or delegated by the Plan (including, but not limited to, by Plan Sponsor and/or Plan Administrator) to any service provider to the Plan.

(b) Plan Sponsor hereby directs and authorizes Human Interest Advisors to communicate with, direct and instruct Human Interest Recordkeeper as necessary to implement any actions under the Fund Selection Program as described below and/or in the Participant Dashboard.

(c) Notwithstanding anything herein to the contrary, Human Interest Advisors does not undertake any obligations, under this Section 2 (Scope of Services Provided) or otherwise, with respect to assets not maintained with the custodian selected by Human Interest Recordkeeper.

(d). Fund Selection Program; Appointment of Human Interest Advisors as 3(21) or 3(38) Fiduciary pursuant to ERISA.

(i) The “Fund Selection Program” is described in this Subsection 2.d.i. and is available to the Plan/Plan Sponsor only. Following the execution of this Agreement, Plan Sponsor shall select (with the understanding that the selection of one of the services precludes selection of the other service, unless and until the initial selection is rescinded or changed) either the 3(21) Fiduciary Investment Advisor Service or 3(38) Fiduciary Investment Manager Service (each, as defined below). Human Interest Advisors, as elected by Plan Sponsor, will provide either (1) fiduciary investment advice to the Plan to assist the Plan in developing the investment options available (“Available Investments”) for the Plan (“3(21) Fiduciary Investment Advisor Service”) or (2) investment management services to the Plan to select, monitor and revise the Available Investments (“3(38) Fiduciary Investment Manager Service”). In conjunction with Human Interest Advisors’ appointment as either 3(21) or 3(38) Fiduciary, Human Interest Advisors will make available investment advisory services to the Participants, as more fully described in Human Interest Advisors Investment Advisory Agreement with each Participant, as such agreements may be amended from time to time (“Participant Advisory Services”).

(ii) Regardless of the service selected, all Plans are required to make available to Participants the Core Funds utilized by the Model Portfolio Methodology and Human Interest Advisors will provide 3(38) Fiduciary Investment Manager Service with respect to such Core Funds.

(iii) 3(21) FIDUCIARY INVESTMENT ADVISOR SERVICE. To the extent 3(21) Fiduciary Investment Advisor Service is authorized by the Plan or Plan Sponsor in the Order Form, Human Interest Advisors will (1) assist Plan Sponsor with determining recommended additions to and/or replacements of the Plan’s Available Investments; (2) monitor the Available Investments and provide advice to Plan Sponsor regarding the Plan’s Available Investments (including funds the Plan and/or Plan Sponsor have selected that Human Interest Advisors did not recommend); and (3) deliver or otherwise make available quarterly reports customized to the Plan’s Available Investments, including Human Interest Advisors’ investment recommendations concerning the Plan’s Available Investments. Upon adoption by the Plan of Available Investments, which will include the Core Funds utilized by the Model Portfolio Methodology, and unless otherwise directed by Plan Sponsor in the Order Form, Plan Sponsor will retain all authority and responsibility to select any Available Investment, including, as necessary to effect an orderly transition in the event of an investment replacement, directing Human Interest Recordkeeper to make such allocations and on how to direct Participants’ account contributions. The Plan Sponsor will be able to approve and implement changes to the Available Investments through the Plan Administration Dashboard. Notwithstanding the foregoing, Plan/Plan Sponsor may, on its own account or with the assistance of a third-party service provider not affiliated with Human Interest Advisors, determine the Plan’s Available Investments. Plan/Plan Sponsor acknowledges and agrees that, although Human Interest Advisors will provide ongoing monitoring and recommendations concerning the Available Investments selected by Plan/Plan Sponsor, Human Interest Advisors will have no authority or discretion with regard to any determination described in the preceding sentence and liability and responsibility for such decision will solely be with Plan/Plan Sponsor and/or any third-party service provider not affiliated with Human Interest Advisors.

(iv) 3(38) FIDUCIARY INVESTMENT MANAGER SERVICE. To the extent 3(38) Fiduciary Investment Manager Service is authorized by the Plan or Plan Sponsor in the Order Form, Human Interest Advisors will be appointed as the Plan’s investment manager, as that term is used in Section 3(38) of ERISA and will accept its appointment as such and acknowledge its fiduciary status. In its capacity as the Plan’s investment manager, Human Interest Advisors will have discretionary authority to add, replace and remove any Available Investment for the Plan. For such period of time as Human Interest Advisors is appointed as the Plan’s investment manager, Human Interest Advisors will have sole and exclusive authority over the Plan’s investment menu, to the extent permitted under ERISA. Further, to facilitate Human Interest Advisors’ provision of 3(38) investment management services as described in this Agreement, Plan Sponsor appoints and hereby identifies Human Interest Advisors as a “named fiduciary” within the meaning of Section 402(a)(2) of ERISA with the limited responsibility and authority to appoint one or more investment managers on behalf of the Plan in connection with investing the Plan’s assets as described in this Agreement. Plan Sponsor further grants Human Interest Advisors with the authority to enter into agreements on the Plan’s behalf to effectuate decisions made as the Plan’s 3(38) investment manager.

(v) Human Interest Advisors may introduce new services from time to time and will provide notice of any service-specific terms. In such case, by using the service, Plan Sponsor will be deemed to have accepted the service-specific terms.

(e) Model Portfolios.

(i) Human Interest Advisors makes available the Participant Advisory Services, using the Model Portfolio Methodology, to Participants via the Participant Dashboard. The Model Portfolio Methodology is used to (1) generate and recommend model portfolios to Participants who utilize the Participant Advisory Services based on information provided by the Plan Sponsor, Plan and/or Participant (e.g., a Participant’s current age) and assumptions that Human Interest Advisors makes regarding each such Participant’s financial circumstances and preferred risk level and (2) perform periodic rebalancing of investments in certain Participant Accounts to align such Accounts with the relevant Model Portfolio. For such Participants, Human Interest Advisors relies on risk profiles that are created through such Participant’s responses to questions prompted through the Participant Dashboard, unless the Participant has not responded to the questions, in which case the Participant risk profile will be based on the Participant’s current age, as specified by the Plan Administrator. In addition, through acceptance of these Terms of Service, Plan has selected Human Interest Advisors Participant Advisory Services as a Qualified Default Investment Alternative (as such term is defined pursuant to ERISA, “QDIA”) for Participants. In the event that there is no Participant date of birth provided through the Participant Dashboard or by the Plan Administrator at the time of a Participant’s default investment, Plan Sponsor agrees and acknowledges that the Participant’s investment will be made into the most conservative QDIA available in the Plan and, in the event Human Interest Advisors receives an updated date of birth, such Participant’s investment (balance and any additional contributions) will then be invested into the applicable QDIA based on such updated date of birth.

(ii) Participants also have the option of independently choosing their investments from the Available Investments through the Participant Dashboard, in which case, Human Interest Advisors will continue to make available the Participant Advisory Services but will not provide such services to any such Participant until that Participant chooses to utilize such services using the Participant Dashboard.

(iii) It may take up to five (5) business days for Human Interest Recordkeeper to implement any changes Participants make through the Participant Dashboard. Until a change is effective, any Participant’s account will continue to be managed in accordance with such Participant’s previously selected Model Portfolio.

3. Representations and Warranties of Plan Sponsor; Plan Sponsor Responsibilities.

(a) Plan Sponsor represents and warrants that an authorized representative of Plan Sponsor with the authority to bind Plan Sponsor to this Agreement is agreeing to and entering into this Agreement on Plan Sponsor’s behalf.

(b) Plan Sponsor or its designated agents shall be responsible for providing accurate data and information necessary to Human Interest Advisors to enable it to perform the Services required under this Agreement, including, but not limited to, timely and reasonable notification of employer-initiated events, the information, materials, instructions or other data referenced in any Exhibits and the information reasonably requested by Human Interest Advisors to enable it to comply with federal law concerning “Know Your Client” rules and/or regulations in such form and at such time as the Parties mutually agree.

(c) Plan Sponsor acknowledges that timely receipt of appropriate information is a prerequisite to the performance of Human Interest Advisors’ Services and Human Interest Advisors shall not be liable for any delay or failure in its performance of Services under this Agreement in the event Plan Sponsor fails to comply with reasonable information submission deadlines established and communicated to Plan Sponsor by Human Interest Advisors in a timely manner. Plan Sponsor shall provide to Human Interest Advisors the names and signatures of those persons authorized to sign documents and provide instructions and directions on behalf of Plan Sponsor with respect to the Plan. Such authorization shall remain in effect until a reasonable period of time after Human Interest Advisors has received notification to the contrary. Human Interest Advisors shall be entitled to rely upon and act upon any written instructions received from any person Human Interest Advisors reasonably believes to be so authorized to provide such instruction. If multiple authorized persons are named by Plan Sponsor, Human Interest Advisors shall be entitled to rely on the signature of any one such authorized person. Human Interest Advisors shall not have a duty to inquire or question the accuracy or completeness of any data or instructions provided to it.

(d) Plan Sponsor represents (i) that the Plan is (or, as appropriate, it is intended to be) (1) qualified under Section 401(a), 403(b) or 457(b) of the Code, where applicable or (2) tax-favored under Section 403(b) of the Code; (ii) that the Plan Administrator has been duly appointed under the Plan; and (iii) that the person executing this Agreement is authorized to do so. If Plan Sponsor intends for this Agreement to cover a 403(b) plan, Plan Sponsor represents that it is an organization which is eligible to sponsor a 403(b) plan.

(e) Plan Sponsor agrees that: (i) it will take all steps necessary to maintain the Plan’s compliance with applicable laws and regulations, including maintaining required ERISA bonding coverage; (ii) it will be responsible for the content and distribution of required disclosures prepared by Human Interest Advisors (if disclosures are distributed by Human Interest Advisors as agent of Plan Sponsor); (iii) it will provide updated contact information for recipients; (iv) it will be solely responsible for compliance with any and all requirements of ERISA Section 404(c) (as applicable) except to the extent that Plan Sponsor has prudently appointed Advisor as a 3(38) investment manager to select Available Investments; (v) the Plan and Plan Sponsor maintain and follow procedures for identifying prohibited transactions involving the Plan, determining any applicable exemptions (and the Plan’s compliance with such exemptions) and/or taking all appropriate actions to correct any nonexempt prohibited transaction; (vi) it will respond to data requests from Human Interest Advisors in a timely manner; (vii) it will promptly notify Human Interest Advisors if it becomes aware of any error in connection with the Services provided hereunder pursuant to Section 11 (Error Correction); and (viii) it will provide Human Interest Advisors with information and documentation (including, but not limited to, copies of executed and contemplated Plan amendments) that Human Interest Advisors reasonably determines necessary to carry out its duties under this Agreement.

(f) Plan Sponsor acknowledges and agrees that information, documents or disclosures necessary for, and/or provided in connection with, the provision of Services by Human Interest Advisors under this Agreement (the “Materials”) will be available on the Human Interest Advisers’ website (https://humaninterest.com/hia/) or uploaded to the Plan Administrator Dashboard, and the Materials as uploaded to the Human Interest Advisers website or Plan Administrator Dashboard shall govern the provision of the Services by Human Interest Advisors and may not be overridden or modified by any conflicting information provided by either Party through any other means (including, but not limited to, email correspondence or verbal statement of either Party or its representatives).

(g) Plan Sponsor acknowledges and agrees that assets of the Plan may be invested only in Available Investments selected by (i) Plan Sponsor if the Plan selects 3(21) Fiduciary Investment Advisor Service or (ii) Human Interest Advisors if the Plan selects 3(38) Fiduciary Investment Manager Service, provided such selection is limited to (1) shares of investment companies registered under the Investment Company Act of 1940; (2) collective funds maintained by a bank or trust company, to the extent the Plan is permitted to make such investment; (3) funds managed by an investment adviser that is registered with the U.S. Securities and Exchange Commission (“SEC”), bank or insurance company; (4) accounts managed by named fiduciaries of the Plan; and (5) other securities publicly traded on a national exchange or electronic trading system located in the United States. Plan Sponsor further acknowledges and agrees that it shall provide any and all information necessary for Human Interest Advisors, if the Plan selects 3(38) Fiduciary Investment Manager Service, to ensure compliance with all conditions, limitations and restrictions applicable to any investment in any Available Investment. If Plan Sponsor selects 3(21) Fiduciary Investment Advisor Service, Plan Sponsor further acknowledges and agrees that Plan Sponsor, and not Human Interest Advisors, shall be responsible for compliance with all conditions, limitations and restrictions applicable to any investment in any Available Investment.

(h) Plan Sponsor further represents, warrants and covenants that it has received and read Human Interest Advisors’ written disclosure statement provided pursuant to Rule 204-3 of the Advisers Act (Form ADV Part 2A, Human Interest Advisors Brochure).

(i) Access to and use of any services provided by Human Interest Advisors requires the use of a compatible device, software and internet access to access the Human Interest Software. Plan Sponsor represents and warrants that it has the capability to (i) access all Human Interest Software and (ii) download or print copies of any materials for its records. Plan Sponsor acknowledges that it is solely responsible for installation, maintenance and operation of its computer, mobile device, browser and software, and agrees to use systems that meet any minimum technical standards specified by Human Interest Recordkeeper, as such requirements may be updated from time to time (“System Requirements”). Plan Sponsor acknowledges that failure to use a computer, mobile device, browser or software that meets such System Requirements may result in the degradation or loss of functionality of Human Interest Software. Human Interest Advisors is not responsible for errors or failures resulting from any malfunction of Plan Sponsor’s computer, browser or software. Human Interest Advisors is also not responsible for computer viruses or related problems associated with use of an online system.

(j) Plan Sponsor agrees to notify Human Interest Advisors as soon as practicable if any of the foregoing representations, covenants or warranties becomes untrue.

4. Representations and Warranties of Human Interest Advisors.

(a) Human Interest Advisors represents, warrants and covenants that:

(i) it is, and will continue to be during the term of this Agreement, registered with the SEC as an investment adviser under the Advisers Act; it will exercise its power and authority and discharge its duties in compliance in all respects with any other applicable provisions of ERISA or any rules or regulations promulgated pursuant to ERISA;

(ii) it will take such appropriate actions and maintain such procedures as are reasonably necessary to ensure that it will not engage in any non-exempt transaction prohibited under ERISA Section 406 or Section 4975 of the Code and will take all necessary actions within its control to cause each transaction to comply with any applicable ERISA statutory, class or individual prohibited transaction exemption;

(iii) it will comply in all material respects with all applicable federal and state laws and regulations governing the Services, including, but not limited to, disclosure of Participant Information (as defined in Section 15 (Privacy Policy, Data Security and Confidentiality of Participant Information));

(iv) nothing prevents Human Interest Advisors from acting as a fiduciary of the Plan or an investment advisor to or investment manager of the Plan;

(v) it, its employees and its Plan Sponsor-permitted agents and contractors, if any, will comply at all times with all reasonable security requirements in effect from time to time of which they are made aware at Plan Sponsor’s or its affiliates’ premises, including with respect to access to premises and all materials belonging to Plan Sponsor or its affiliates; and

(vi) it holds the licenses and other rights necessary to perform the Services under this Agreement.

5. Agents and Subcontractors.

Human Interest Advisors may perform any of the Services required of it under this Agreement through affiliates, agents and/or subcontractors that Human Interest Advisors may select. Human Interest Advisors’ use of affiliates, agents or subcontractors shall not limit the rights of Human Interest Advisors or relieve it of any of its duties or liabilities hereunder. This Section 5 (Agents and Subcontractors) does not modify the provisions of Section 14 (Intellectual Property Rights; Third-Party Services) relating to Third-Party Services.

6. Plan and Participant Data.

Plan Sponsor agrees to obtain the requisite permission to provide or cause to be provided to Human Interest Advisors complete, current and accurate information and data concerning the Plan (including access to online systems providing same), its Participants (including, on an ongoing basis, employee date of birth), Available Investments within the Plan (including, on an ongoing basis, investment returns and expense and turnover data for Available Investments selected by Plan Sponsor) and any transaction restrictions (including, on an ongoing basis, blackout periods). Plan Sponsor shall notify Human Interest Advisors in advance and where possible, at least 90 days in advance, of any pending changes to the Plan or Available Investments (other than any changes initiated by Human Interest Advisors in its capacity under the 3(38) Investment Manager Service) and additional services related to such changes shall be at Plan/Plan Sponsor’s expense. Plan Sponsor agrees, for itself and on behalf of the Plan, that absent election by the Plan/Plan Sponsor of the 3(38) Investment Manager Service, Human Interest Advisors shall have no authority or responsibility for the selection of Available Investments (other than the Core Funds) of the Plan or the administration of the Plan. At Human Interest Advisors’ request, Plan Sponsor agrees to provide, from time to time, a current and complete list of the phone numbers, email and home addresses of Participants in an electronic format reasonably acceptable to Human Interest Advisors. Plan Sponsor also agrees to, upon Human Interest Advisors request, contact Participants and beneficiaries on behalf of Human Interest Advisors.

7. No Custody or Proxy Voting.

(a) Human Interest Advisors shall not hold any Plan assets in custody and, except with respect to the fee deduction described in Section 8 (Fees and Charges), nothing contained herein shall be deemed to authorize Human Interest Advisors to take or receive physical possession of any assets of the Plan. Constructive custody under the Advisers Act resulting from the ability of Human Interest Advisors or its affiliate to deduct fees from the Plan assets will not be deemed inconsistent with the foregoing.

(b) Human Interest Advisors shall not maintain proxy voting authority powers on behalf of the Plan, under this Agreement or otherwise. Plan Sponsor acknowledges that it (i) has designated a person or persons other than Human Interest Advisors to vote proxies with respect to Available Investments under the Plan and (ii) where the Plan is invested in a collective investment trust, the Plan has authorized the applicable trustee to vote proxies in accordance with its governing policy.

8. Fees and Charges.

(a) The Plan shall compensate Human Interest Advisors, in accordance with the fee provisions set forth in the Order Form, for (i) the Services and (ii) for making available to Participants the Participant Advisory Services. In consideration for the fee that the Plan pays Human Interest Advisors to make the Participant Advisory Services available to Participants, Human Interest Advisors will not charge a separate fee to Participants for providing the Participant Advisory Services. The fees charged pursuant to this Agreement are described in detail in the Order Form. Fees payable hereunder shall be charged in arrears on a monthly basis to the Plan and deducted from Participants’ accounts using a pro rata formula that also accounts for each Participant’s billable period during the month, unless Plan Sponsor has agreed in writing to pay such fees in the Order Form. To establish a Participant’s account value for purposes of assessing fees hereunder, Human Interest Advisors uses the average daily balance of the Participant’s account during the applicable billing period; but may in its discretion change this approach to a different method of calculation upon written notice provided in accordance with Section 17 (Entire Agreement; Amendment).

(b) Plan Sponsor acknowledges and agrees that Plan Sponsor is solely responsible for determining whether any fees, costs, or expenses under the terms of this Agreement and the Order Form may be properly paid from, and charged against, the Plan’s assets and the reasonableness of such fees, costs, or expenses and expressly assumes all responsibility, including, but not limited to, fiduciary responsibility, in the event Human Interest Advisors recovers overdue fees from Plan assets in accordance with this Agreement.

(c) The Plan Sponsor represents and warrants that it has determined that all fees, costs, and expenses under the terms of this Agreement and the Order Form are reasonable plan expenses that may be charged to the Plan and, without limiting any other rights and remedies, in the event Plan Sponsor fails to pay any such fees, costs, or expenses in accordance with the terms of this Agreement and the Order Form, Plan Sponsor hereby grants Human Interest Advisors the right to recover any such fees, costs, or expenses from Plan assets.

(d) If the Order Form contains a discount or promotion, then unless a different expiration date is expressly stated in the Order Form, the discount or promotion will expire on the earlier of (i) one (1) year from the date on which Human Interest Advisors begins providing the Services to the Plan under this Agreement or (ii) the date on which Plan Sponsor or the Plan no longer meets the terms and conditions of the discount or promotion. Additionally, unless different pricing is expressly stated in the Order Form, upon expiration or termination of the discount or promotion, pricing will adjust to Human Interest Advisors’ then-current pricing for the applicable service tier or product. Unless a different arrangement is specifically stated in the Order Form, Human Interest Advisors’ fee rates shall remain in effect for one (1) year from the date on which Human Interest Advisors begins providing the Services to the Plan under this Agreement (except with respect to discounts or promotions that expire earlier in accordance with the preceding sentence), provided, however, that Human Interest Advisors may seek an adjustment to such fee rates during that one-year period from Plan Sponsor in the event that: (1) Plan Sponsor elects to utilize different or additional services or products during such period; (2) there is an employer-initiated event such as a plan merger, corporate acquisition or layoff requiring Human Interest Advisors to perform additional services; or (3) Plan Sponsor agrees to such fee changes in writing. After the one-year period described in this Subsection 8.d., Human Interest Advisors may modify amount or structure of any fees in accordance with Section 17 (Entire Agreement; Amendment). In addition, Human Interest Advisors may introduce new features, products and services from time to time, which may involve additional fees. Human Interest Advisors will provide advance notice of any such features, services and fees, in accordance with Section 17 (Entire Agreement; Amendment). Discounts applicable to a Controlled Group will expire for all members of the Controlled Group upon expiration of the discount for the Controlled Group Plan Sponsor.

(e) Plan Sponsor is responsible for all charges or fees payable to Human Interest Advisors, including any charges or fees incurred by its Controlled Group (if applicable). All fees paid are non-refundable and are not subject to set-off.

(f) Plan Sponsor authorizes Human Interest Advisors to liquidate or direct the liquidation of securities held in Participant Accounts, as necessary for the Plan (or individual Participant Accounts, as applicable) to have sufficient cash to pay the applicable fees hereunder and any fees chargeable against Plan assets under Plan Sponsor’s agreement with Human Interest Recordkeeper; or that Plan Sponsor directs to be paid to any other registered investment adviser that Plan Sponsor has engaged.

9. Restrictions on the Use of the Services.

(a) Except as expressly set forth in this Agreement, Plan Sponsor shall not (and shall not permit any third-party to), directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of a third-party; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (vi) use the Services to build an application or product that is competitive with any Human Interest Advisors product or service; (vii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; or (viii) bypass any measures Human Interest Advisors may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services). Plan Sponsor is responsible for all of Plan Sponsor’s activity in connection with the Service, including, but not limited to, uploading Plan Sponsor Data onto the Services. Plan Sponsor (1) without limiting any other provision herein, shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Plan Sponsor’s use of the Services (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws) and (2) shall not use the Services in a manner that violates any third-party intellectual property, contractual or other proprietary rights.

10. Use of Artificial Intelligence.

Human Interest Advisors may use artificial intelligence and machine learning technology, including generative artificial intelligence (collectively, “AI”), in connection with the provision of the Services. Such uses of AI by Human Interest may include, but are not limited to, use of internal AI features to increase the efficiency of its customer support workflows. In connection with such AI use and implementation, Human Interest Advisors may use Participants’ information to train such AI systems (“AI Training”) to the extent not prohibited under Human Interest Advisors’ Privacy Policy (the “Privacy Policy”) and permitted by applicable law. Plan Sponsor hereby agrees that Human Interest Advisors may use Plan Sponsor data and Participant’s information for purposes of AI Training.

As with many new and emerging technologies, AI presents compliance and reputational risks and challenges that could adversely affect Human Interest Advisors’ business, including, but not limited to, (a) regulatory developments that may restrict Human Interest Advisors’ ability to use, develop or deploy AI systems; (b) generating content that appears correct but is factually inaccurate, misleading or otherwise flawed or that results in unintended biases and discriminatory outcomes; and (c) increased exposure to claims by third-parties alleging intellectual property misappropriation or leakage of confidential information. Plan Sponsors and Participants should carefully review Human Interest Advisors’ Form ADV for more details on related risks.

11. Error Correction.

(a) Plan Sponsor hereby agrees to notify Human Interest Advisors if it discovers or becomes aware of (through Participant or otherwise) any error with respect to any Plan (“Error”) as soon as reasonably practicable after discovery or awareness of such Error. To the extent applicable law permits, if (i) any Error is not so reported to Human Interest Advisors, (ii) Human Interest Advisors does not otherwise discover or become aware of such Error in the ordinary course and (iii) such Error occurred more than two (2) years prior to the date on which it is reported to or discovered by Human Interest Advisors, Plan Sponsor hereby agrees that Human Interest Advisors shall not be liable for correction of such Error under this Agreement.

(b) To the extent Errors are caused solely by Human Interest Advisors in performance of its Services, Plan Sponsor authorizes Human Interest Advisors to promptly cause such known Errors to be corrected in accordance with the general principles described below, unless Human Interest Advisors and Plan Sponsor mutually agree that such correction is not reasonably necessary or practical under the circumstances or mutually agree on an alternative correction method or approach in response to an Error. Error corrections may be subject to and will be completed in accordance with applicable laws and regulations. To the extent there is a discrepancy between the general principles described below and applicable laws and regulations, Human Interest Advisors will correct the Error in accordance with applicable laws and regulations, as determined in Human Interest Advisors’ discretion.

(c) Notwithstanding any provision herein to the contrary, to the extent an Error: (i) is caused solely by Human Interest Advisors, its agents or affiliates in performance of Services under this Agreement, including, but not limited to, those resulting solely from malfunction of systems (or the systems of those with whom Human Interest Advisors contracts) used by Human Interest Advisors or its agents in performance under this Agreement and (ii) is the direct cause of a loss to the Plan (including a Participant Account) or Plan Sponsor, Human Interest Advisors shall promptly cause such Error to be corrected and shall, upon request by Plan Sponsor, provide periodic status updates as mutually agreed regarding such correction. However, Plan Sponsor will be responsible for any loss resulting from incorrect, incomplete or untimely information it provides to Human Interest Advisors and Human Interest Advisors will not be responsible for any costs, expenses or losses associated with such loss.

(d) In correcting Errors caused solely by Human Interest Advisors, its agents or affiliates in performance of its Services and to the extent permitted by applicable law, the following principles apply: (i) with respect to a single Error caused by a party other than Human Interest Advisors, Human Interest Advisors will act in such manner as it believes to be reasonable and in the best interest of the applicable Participant(s) account(s) (including, if deemed appropriate, seeking reimbursement or monetary compensation from the service provider or other party that caused the Error), in an effort to minimize any loss. In determining the appropriate action to be taken, Human Interest Advisors may take into account the limitations placed upon its employees and other resources in connection with providing the Services to the affected Participant Account and other Participant Accounts on an ongoing basis, as well as other operating responsibilities. The determination of the action to be taken, if any, in connection with any such Error may be made on a case-by-case basis; (ii) with respect to any single Error caused by Human Interest Advisors that results in a loss to a Participant Account, Human Interest Advisors will attempt to correct such Error and place the Participant Account in the same position as it would have been in but for the single Error. Human Interest Advisors will bear the costs, expenses or losses associated with such a single Error; (iii) with respect to any single Error caused by Human Interest Advisors that results in a gain to a Participant Account, Human Interest Advisors will take no action with respect to the Participant’s Account (the Participant will be entitled to keep such gain); and (iv) with respect to multiple Errors caused by Human Interest Advisors that result in a mix of losses and gains to a Participant Account, Human Interest Advisors will attempt to correct such Errors and to place the Participant Account in the same position as it would have been in but for the Errors. In correcting such Errors, Human Interest Advisors may net any gains against the losses to the same Participant Account. Human Interest Advisors shall, to the extent any such losses exceed any such gains, bear the costs, expenses or losses associated with the Error correction.

(e) Notwithstanding the foregoing, Plan Sponsor acknowledges and agrees that, if Human Interest Advisors deems appropriate and without further notice to Plan Sponsor, Human Interest Advisors may correct Errors by applying credits at the Plan-level rather than to a Participant Account.

12. Indemnification and Liability.

Except as specifically provided in this Section 12 (Indemnification and Liability) and this Agreement, no Party will be responsible to another Party for any liability attributable to an act or omission of the other Party or a third-party.

(a) General; Standard of Care.

(i) To the maximum extent permitted by law, Plan Sponsor shall indemnify, defend and hold harmless Human Interest Advisors and its officers, directors, employees, agents, successors and permitted assigns (each a “Human Interest Advisors Indemnitee”) from and against any losses, claims, damages, liabilities, costs and expenses, including, but not limited to, reasonable legal fees, defense costs and expenses and the aggregate amount paid in settlement of any actions, suits, proceedings or claims or threats thereof (collectively, “Losses”), as well as defend Human Interest Advisors Indemnitees from and against any and all third-party assertions, claims, suits, proceedings and demands (collectively “Third-Party Actions”), which arise out of or result from Human Interest Advisors’ performance of Services under this Agreement; provided that Plan Sponsor shall have no duty to provide indemnification hereunder to the extent Losses arise out of or result from Human Interest Advisors’ negligence or willful misconduct in its performance of Services under this Agreement.

(ii) Plan Sponsor shall indemnify, defend and hold harmless Human Interest Advisors Indemnitees from and against any Losses, as well as defend Human Interest Advisors Indemnitees from and against any and all Third-Party Actions, directly resulting from any one or more of the following: (1) any breach of fiduciary duty of Plan Sponsor (including, but not limited to, any third-party service providers to the Plan, but excluding, Human Interest Recordkeeper, any entity within common control of Human Interest Advisors or third-parties engaged by Human Interest Advisors pursuant to Section 5 (Agents and Subcontractors)), including, but not limited to, the selection of Available Investments for or administration of the Plan by Plan Sponsor under the 3(21) Fiduciary Advisor Service or otherwise; (2) incorrect or inaccurate documents, material information or data pertaining to employees, beneficiaries or the Plan provided by Plan Sponsor or a Plan administrative service provider (other than Human Interest Recordkeeper) or any failure by Plan Sponsor or a Plan administrative service provider (other than Human Interest Recordkeeper) to completely and accurately process transactions for Participants or in relation to the Fund Selection Program; or (3) breach of Plan Sponsor’s obligations under this Agreement by an authorized Plan representative or third-party service provider (including, but not limited to, any third-party service providers to the Plan, but excluding Human Interest Recordkeeper or third-parties engaged by Human Interest Advisors pursuant to Section 5 (Agents and Subcontractors)).

(iii) If applicable, in the event that Plan Sponsor is determined to be ineligible to sponsor a 403(b) plan, Plan Sponsor shall indemnify, defend and hold harmless Human Interest Advisors Indemnitees against any Third-Party Action on account of such determination. Further, Human Interest Advisors shall have no obligation to indemnify or hold harmless Plan Sponsor with respect to any liability that arises on account of such determination.

(iv) Subject to the limitations otherwise described in this Section 12 (Indemnification and Liability), Human Interest Advisors shall indemnify, defend and hold harmless Plan Sponsor and its parents, subsidiaries, affiliates and each of their respective officers, directors, employees, agents, successors and permitted assigns (each a “Plan Sponsor Indemnitee”), against any Losses actually and reasonably incurred by or imposed on such Plan Sponsor Indemnitee to the extent arising out of or resulting from Human Interest Advisors’ negligence or willful misconduct in its performance of Services under this Agreement.

(v) Each Party’s obligations in this Section 12 (Indemnification and Liability) are conditioned upon the Party seeking indemnification providing the indemnifying Party with (1) prompt written notice of any such Third-Party Action of which it is aware (provided that the failure to provide such notice shall only relieve the indemnifying Party of its obligations under this Section 12 (Indemnification and Liability) to the extent it was materially prejudiced by such failure), (2) at the indemnifying Party’s expense and upon request, reasonable assistance in the defense or settlement of such Third-Party Action and (3) the opportunity to assume sole control over the defense and settlement of such Third-Party Claim.

(b) Force Majeure. Human Interest Advisors shall not be liable for damages resulting from an interruption of any Services under this Agreement or delayed performance of such Services arising out of war, natural disasters, pandemics, acts of terrorism, loss of utilities, government restrictions, trading halts, exchange or market rulings, extraordinary market volatility or exchange conditions, disabling strikes or any other causes beyond its reasonable control, including, but not limited to, employer-initiated events for which Plan Sponsor has not provided timely and reasonable notice to Human Interest Advisors.

(i) In performing Services hereunder, Human Interest Advisors shall perform in a manner consistent with generally accepted industry standards for performance of similar services and shall exercise due care and diligence and act in good faith and in a manner consistent with fiduciary duties in any capacity acknowledged hereunder. Human Interest Advisors shall not be liable to the Plan or Participants or to any other Party for or on account of any act or omission of Plan Sponsor in the performance of the Services under this Agreement, including, but not limited to, actions based upon inaccurate or incomplete data provided by Plan Sponsor or any third-party (except third-parties engaged by Human Interest Advisors pursuant to Section 5 (Agents and Subcontractors)) or degradation or loss of functionality of Human Interest Software due to the failure to use a computer, mobile device, browser or software that meets System Requirements as specified by Human Interest pursuant to Subsection 3.i.

(ii) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY OR ANY OF THEIR RESPECTIVE EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT OR THEIR PERFORMANCE HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(iii) Advisory clients have rights under federal and state securities laws or ERISA that may impose liability on investment advisers acting in their fiduciary capacities, even when such actions are taken in good faith and nothing in this Agreement can or does waive these rights. NOTHING IN THIS AGREEMENT LIMITS PLAN SPONSOR’S (OR ANY PARTICIPANT’S) RIGHTS UNDER THE ADVISERS ACT OR ERISA OR HUMAN INTEREST ADVISORS’ FIDUCIARY DUTIES IN THE CAPACITY ACKNOWLEDGED HEREUNDER.

13. Term and Termination.

(a) This Agreement shall continue, unless terminated in accordance with this Section 13 (Term and Termination). Either Party may terminate this Agreement at any time by notifying (such notice, a “Termination Notice”) the other Party in accordance with Section 16 (Notices) and such termination shall be effective pursuant to Subsection 13.b.; provided, however, that Human Interest Advisors may terminate this Agreement immediately in the event that Human Interest Advisor’s provision of services under this Agreement would violate applicable law or regulation. In addition, Human Interest Advisors may terminate this Agreement if Plan Sponsor fails to meet any payment obligations to Human Interest Advisors and to correct its failure within 10 days after Human Interest Advisors notifies Plan Sponsor in writing of the failure. Termination of this Agreement does not relieve Plan Sponsor of its obligation, if any, to compensate Human Interest Advisors for Services rendered through the Termination Date (as defined below).

(b) Terminating Human Interest Advisors’ Services under this Agreement involves several steps and may require Plan Sponsor’s active involvement. Unless otherwise specified by Human Interest Advisors in the Termination Notice, the effective date of the service termination with respect to a Plan will be, (i) if the Plan is deconverting from Human Interest Recordkeeper or being terminated, the date that the Plan’s custodial account reaches a $0 balance, (ii) if the Plan is continuing to operate and to engage Human Interest Recordkeeper for recordkeeping services (“HI Recordkeeper Plans”) but appointing a new 3(21) or 3(38) fiduciary, the date that the Services Termination Form is effective (any such effective date of the service termination, a “Termination Date”). Upon written request by Plan Sponsor by the Termination Date, Human Interest Advisors agrees to deliver to Plan Sponsor or its designee any requested files, documents and records in its control that are necessary for the continuing administration and recordkeeping of the Plan; provided that Human Interest Advisors may retain all files, documents and records related to HI Recordkeeper Plans. Human Interest Advisors reserves the right to charge Plan Sponsor all reasonable costs and expenses incurred by Human Interest Advisors in connection with the provision of such records or other information to Plan Sponsor or its designee. Human Interest Advisors will retain such files, documents and records in accordance with Human Interest Advisors’ records retention policy in effect as of the Termination Date and in compliance with any applicable laws. Both Parties agree to use commercially reasonable efforts to complete the termination in a timely manner.

(c) As of the Termination Date, Plan Sponsor and the Plan will immediately stop receiving the Services and Participants and Plan Sponsor will no longer have access to the Services. If this Agreement is terminated, Plan Sponsor will pay all fees to Human Interest Advisors for the Services provided through the Termination Date.

14. Intellectual Property Rights; Third-Party Services.

(a) All rights in the Services, systems and procedures used by Human Interest Advisors, including patent, copyright, trademark, trade secret, software and any other intellectual property or proprietary rights associated with the Services, are the exclusive property of Human Interest Advisors, their licensors and/or subcontractors. Nothing in this Agreement, by implication or otherwise, grants Plan Sponsor any right or license to use any trademark or service mark of Human Interest Advisors or grants Plan Sponsor any right or license to use any software, technology or other intellectual property other than as provided by Human Interest Advisors in order to enable Plan Sponsor and Plan Administrator to receive and use Services in accordance with this Agreement.

(b) Plan Sponsor acknowledges and agrees that the Services may operate on, with or using application programming interfaces and/or other services operated or provided by Human Interest Recordkeeper (such as the Participant Dashboard) and other third-parties (collectively, “Third-Party Services”), including, without limitation, through integrations or connectors to such Third-Party Services that are provided by Human Interest Recordkeeper. Human Interest Advisors is not responsible for the operation of any Third-Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third-Party Services. Plan Sponsor is solely responsible for procuring any and all rights necessary for it to access Third-Party Services (including any Plan Sponsor Data or other information relating thereto) and for complying with any applicable terms or conditions thereof. Human Interest Advisors does not make any representations or warranties with respect to Third-Party Services or any third-party providers. Any exchange of data or other interaction between Plan Sponsor and a third-party provider is solely between Plan Sponsor and such third-party and is governed by such third-party’s terms and conditions.

15. Privacy Policy, Data Security and Confidentiality of Participant Information.

(a) Human Interest Advisors acknowledges that it is a “financial institution,” within the meaning of Regulation S-P, Privacy of Consumer Financial Information, issued by the SEC (“Reg S-P”). Human Interest Advisors acknowledges and agrees that all information, in any form, submitted to Human Interest Advisors pursuant to this Agreement by or with respect to Participants’ nonpublic personal information, including, but not limited to, information that uniquely identifies a current, former or prospective Participant, his or her name, address(es) and telephone numbers (“Participant Information”) constitutes “personally identifiable financial information,” within the meaning of Reg S-P. Pursuant to Reg S-P, Human Interest Advisors has adopted the Privacy Policy, which will apply to Participant Information. In accordance with Reg S-P, Participants will be provided with the Privacy Policy and the ability to opt out of certain sharing of their information, as applicable.

(b) In connection with the Services, Human Interest Advisors will receive and transmit data or Plan Sponsor will provide, upload or submit data, information or other materials, regarding Plan Sponsor, the Plan and Participants (“Plan Sponsor Data”). Plan Sponsor shall retain all right, title and interest in and to Plan Sponsor Data, including all intellectual property rights therein. Plan Sponsor, not Human Interest Advisors, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to use all Plan Sponsor Data. Human Interest Advisors will maintain confidentiality and security features consistent with commercially reasonable industry standards appropriate to protect Plan Sponsor Data on Human Interest-controlled websites, transmission infrastructure, systems, voice response unit, personal access codes, data retrieval, storage and with respect to all other functions necessary to perform the Services.

(c) The Parties will comply with all applicable privacy laws. Human Interest Advisors’ policies and procedures will require that third-party vendors or subcontractors comply with the relevant privacy laws as applicable and protect Confidential Information with at least the degree of care that such third-parties use to protect their own confidential and proprietary information, but with no less than reasonable care. Except as set forth in Subsections 15.d. and 15.e. hereof, the receiving Party shall: (i) only use Confidential Information in connection with this Agreement and, in Human Interest Advisors’ case, its activities as investment adviser to provide the Services and its activities to provide investment advisory services to Participants (the “Permitted Activities”); (ii) not disclose any Confidential Information to third-parties other than as provided for in the Privacy Policy, to Human Interest Recordkeeper for purposes of providing the investment advisory services to Participants or as otherwise set forth herein; (iii) disclose Confidential Information only to its directors, officers, employees, consultants and agents who need the information in order to pursue the Permitted Activities and who are subject to confidentiality obligations no less protective of the disclosing Party as those hereunder (and receiving Party shall be responsible to the disclosing Party for a breach of the foregoing by such directors, officers, employees, consultants and agents); (iv) maintain the confidentiality of Confidential Information with at least the degree of care that it uses to protect its own confidential and proprietary information, but with no less than reasonable care; (v) promptly notify the disclosing Party in writing of any material misuse, misappropriation or unauthorized disclosure of Confidential Information; and (vi) return to the disclosing Party or destroy, any materials or documents that the disclosing Party provided to the receiving Party, accompanied by all copies of the documentation, within 10 days after (1) the conclusion of this Agreement or (2) the written request of the disclosing Party, provided, however, that an archival copy of the Confidential Information may be retained in the files of the receiving Party or its counsel, solely for the purposes of proving the contents of the Confidential Information or satisfying regulatory requirements relating to the retention of books and records.

(d) Confidential Information may be disclosed (i) to the extent required pursuant to applicable law including the order, subpoena or other requirement of a court, administrative agency or other governmental body; provided, however, that the receiving Party shall promptly notify the disclosing Party of any such court order or requirement, (ii) in the case of Human Interest, to providers of Available Investments utilized by the Plan in order to comply with trading limitations, redemption fees or other similar restrictions, (iii) in the case of Human Interest, to legal counsel, payroll provider or other similar Plan service providers, as necessary to carry out the Services and (iv) as permitted by Plan Sponsor or Human Interest, as applicable, in writing. The foregoing sentence notwithstanding, this Agreement will not be construed to limit either Party’s access to information for regulatory purposes or to respond to any claims relating to the use or provision of the Services.

(e) Plan Sponsor acknowledges and agrees that Human Interest Advisors may (i) internally use and modify Plan Sponsor Data for internal business purposes including, but not limited to, (1) providing the Services and to Plan Sponsor, (2) improving current or developing new products and services, including AI services as described in Section 10 (Use of Artificial Intelligence) and (3) enhancing internal business operations and processes; and (ii) generate and freely use and make available Aggregated Anonymous Data for Human Interest Advisors’ business purposes including, but not limited to, for purposes of improving, testing, operating, promoting and marketing Human Interest Advisors’ products and services.

(f) Plan Sponsor may (but is not obligated to) provide suggestions, comments or other feedback to Human Interest Advisors with respect to the Services (“Feedback”). Feedback, even if designated as confidential by Plan Sponsor, shall not create any confidentiality obligation for Human Interest Advisors notwithstanding anything else. Human Interest Advisors acknowledges and agrees that all Feedback is provided “as-is” and without warranty of any kind. Plan Sponsor shall and hereby does grant to Human Interest Advisors a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.

(g) Plan Sponsor agrees that Human Interest Advisors may use Plan Sponsor’s name (whether in written or verbal form) and logo in lists of customers, marketing and sales materials, case studies, presentations, RFP responses and releases and on calls with prospective partners, investors and customers.

16. Notices.

(a) By executing the Order Form through a duly authorized representative and providing its email address to Human Interest Advisors, Plan Sponsor consents to using the email address it has provided or the Plan Administrator Dashboard (instead of postal mail) to receive all communications and messages from Human Interest Advisors, including, but not limited to, any notices provided under this Agreement (including with respect to any amendments and/or any proposed actions requiring Negative Consent pursuant to Section 2 (Scope of Services Provided)), service-related notices, notices of changes to features, notices of special offers, regulatory notices or any other notices required by law or deemed necessary by Human Interest Advisors. Plan Sponsor acknowledges that Human Interest Advisors will rely solely and entirely on electronic communications as a condition to providing the Services and Plan Sponsor agrees to update Human Interest Advisors in the event that Plan Sponsor’s contact information, including its email address, phone number or street address changes. In addition, Plan Sponsor acknowledges that Human Interest Advisors will communicate with Participants primarily by posting information to its website or the Participant Dashboard and Plan Sponsor consents to such methods of communications with Participants. Plan Sponsor agrees to check the Plan Administrator Dashboard regularly, and acknowledges that it is Plan Sponsor’s exclusive obligation to check its email and the Plan Administrator Dashboard for notices provided pursuant to this Section 16 (Notices).

(b) Human Interest Advisors consents to receiving any communications or notices from Plan Sponsor at the email address: [email protected] and Human Interest Advisors agrees to update Plan Sponsor in the event that Human Interest Advisors’ contact information, including its email address, phone number or street address, changes. Plan Sponsors for Controlled Groups are responsible for distributing all information communicated by Human Interest Advisors to all Controlled Group members.

17. Entire Agreement; Amendment.

(a) This Agreement (including the Order Form) constitutes the entire agreement between the Parties with respect to the subject matter hereof and replaces all prior agreements, discussions, course of conduct or representations of the Parties. To the extent the Parties have entered into a prior agreement with respect to the Services, this Agreement amends and restates such prior agreement with respect to the Services. This Agreement may be amended at any time by written agreement between the Parties.

(b) Notwithstanding any language to the contrary in this Agreement, Human Interest Advisors may propose an amendment to this Agreement by providing forty-five (45) days’ prior written notice of the amendment to Plan Sponsor. Plan Sponsor shall be deemed to have provided its consent to the change by continuing to use the Services following the posted effective date of the amendment. Notwithstanding the foregoing and to the extent permitted by applicable law, Plan Sponsor hereby acknowledges and agrees that Human Interest Advisors may unilaterally amend this Agreement to comply with applicable laws, make non-material updates to this Agreement or enhance the Services and update related procedures (“Subsequent Notice Unilateral Amendments”), provided that such amendments do not materially adversely affect the rights of Plan Sponsor under this Agreement. For any Subsequent Notice Unilateral Amendment, Human Interest Advisors will provide notice within a commercially reasonable period of time after such amendment. This Agreement, including any amendment(s) hereto, shall prevail over any additional or conflicting terms in any purchase order, invoice, acknowledgment or other similar document regarding the subject matter hereof.

18. Severability.

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement and no such prohibition or unenforceability in any jurisdiction shall invalidate such provision in any other jurisdiction.

19. Survival.

The terms of the following Sections of this Agreement shall survive the termination of this Agreement: Section 9 (Restrictions on the Use of the Services), Section 12 (Indemnification and Liability), Section 13 (Term and Termination), Section 14 (Intellectual Property Rights; Third-Party Services), Section 15 (Privacy Policy, Data Security and Confidentiality of Participant Information), Section 16 (Notices), Section 24 (Governing Law) and Section 25 (Binding Arbitration; Waiver of Jury Trial).

20. Headings; Defined Terms; Counterparts.

Section headings used in this Agreement are intended for reference purposes only and shall not affect the interpretation of this Agreement. Unless the context requires otherwise, capitalized terms defined in this Agreement have the meanings set forth herein for all purposes of this Agreement, including the Order Form. The Parties may execute this Agreement in one or more counterparts (for Plan Sponsor, by executing, or submitting via the online order form process, an Order Form; for Human Interest, by accepting such executed, or so submitted, Order Form), each of which is deemed an original but all of which together constitute one and the same instrument.

21. Assignment.

This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. No Party may assign (as such term is defined under the Advisers Act) all or any of their rights, liabilities or obligations under this Agreement without the prior written consent of the other Party; provided, however, that any Party may assign this Agreement without such consent to an affiliated Party (which shall include any entity which may acquire the assigning Party or a successor in interest to all or substantially all of the assigning Party’s relevant business or assets). In the case of an assignment by Human Interest Advisors, Human Interest Advisors will provide reasonable notice to Plan Sponsor of such proposed assignment and if Plan Sponsor fails to object in a timely manner, then Plan Sponsor will be deemed to have consented.

22. No Waiver.

A Party’s failure, at any time, to enforce any of the provisions of this Agreement, or any right with respect thereto, shall not be construed as a waiver of such provision or right, nor shall it affect the validity of this Agreement.

23. Taxes.

(a) Unless Plan Sponsor timely provides, as applicable, Human Interest Advisors with a valid and applicable exemption certificate satisfactory to Human Interest Advisors, Plan Sponsor will pay Human Interest Advisors any and all applicable U.S. federal, state, local and non-U.S. sales, use, excise, services, consumption and other taxes or duties that Human Interest Advisors is required to collect from Plan Sponsor as well as any such taxes or duties that are assessed on or charged by Human Interest Advisors, in each case in connection with the purchase, license and/or supply of Services (collectively, “Sales Taxes”). For the avoidance of doubt, in the event that Human Interest Advisors does not approve of any exemption certificate provided by Plan Sponsor to Human Interest Advisors, Plan Sponsor shall reimburse, pay or otherwise bear all Sales Taxes charged by Human Interest Advisors to Plan Sponsor in connection with the purchase, license and/or supply of Services.

(b) Plan Sponsor and Human Interest Advisors shall each bear sole responsibility for all taxes, assessments and other property-related levies on its owned or leased real property and/or personal property (including software) and franchise and privilege taxes on its business and taxes based on its net income or gross receipts. Any taxes paid on behalf of Plan Sponsor by Human Interest Advisors shall be uniquely identified on the applicable invoice and Human Interest Advisors, as applicable, shall provide Plan Sponsor with proof of payment if previously paid by Human Interest Advisors, which amount Plan Sponsor shall timely reimburse, indemnify or pay Human Interest Advisors.

(c) Each of Plan Sponsor and Human Interest Advisors shall: (i) timely sign and deliver such certificates or forms as may be appropriate to establish an exemption from (or otherwise reduce) or file tax returns or other reports with respect to Sales Taxes; (ii) reasonably assist the other Party in preparing any tax returns which such other Party is responsible for preparing and filing in connection with Sales Taxes; (iii) cooperate fully in preparing for and defending any audits of, or disputes with, taxing authorities regarding any Sales Taxes or tax returns relating to Sales Taxes; (iv) make available to the other Party and to any taxing authority as reasonably requested all information, records and documents relating to Sales Taxes; and (v) furnish the other Party with copies of all correspondence received from any taxing authority in connection with any tax audit or information request with respect to Sales Taxes. In the event that any taxing authority assesses against Human Interest Advisors any additional Sales Taxes relating to the purchase, license and/or supply of Services, Plan Sponsor shall reimburse, indemnify or pay such additional amount of Sales Taxes as well as any penalties and interests incurred or charged in connection with such assessment.

24. Governing Law.

To the extent not governed by federal law and without regard to conflict of laws principles, the laws of the State of California shall govern all matters arising under or with respect to this Agreement.

25. Binding Arbitration; Waiver of Jury Trial.

(a) All disputes, claims and controversies arising out of, or relating to, this Agreement or the breach of this Agreement, including disputes related to jurisdiction, arbitrability and this Agreement’s formation, existence, validity, enforceability or scope, but excluding any dispute principally related to either Party’s intellectual property rights (which will be resolved in litigation before the United States District Court for the Northern District of California), will be determined by binding arbitration in San Francisco, California before a single arbitrator in an arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, as may be amended.

(b) The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of state laws inconsistent therewith or that would produce a different result. Judgment on any award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

(c) A Party must provide notice of its intent to commence arbitration at least 30 days prior to commencing arbitration. Service shall be made by mail upon a Party’s registered agent with a copy sent via email to [email protected]. During this time period, the Parties will meet for the purpose of resolving the dispute prior to commencing arbitration.

(d) The Parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing and the arbitrator’s decision, except (i) as necessary to prepare for and conduct the arbitration hearing on the merits; (ii) in connection with a court application for a preliminary remedy or confirmation or enforcement of an arbitrator’s decision; (iii) in confidential settlement negotiations; (iv) to professional advisors who are subject to a duty of confidentiality; and (v) as the law otherwise requires. The Parties, witnesses and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration, except as the law requires or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

(e) To the extent applicable law permits, any dispute between the Parties will be conducted only on an individual basis and not in a class, consolidated or representative action. The Parties agree to the application of the JAMS Mass Arbitration Procedures and Guidelines, as may be amended, to any Mass Arbitrations (as defined therein).

(f) If for any reason a claim or dispute proceeds in court rather than arbitration, each Party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the Parties.

26. Independent Contractor.

Human Interest Advisors is an independent contractor and nothing in this Agreement creates a joint venture, agency or partnership.

Prior Versions of the Terms of Service