Warmer Terms of Service and FHQ Advisory Agreement

Warmer serves two groups of users (collectively, “you”):

• Consumers (“Prospects” or “Clients”): People using our platform to find or connect with Advisors. “Prospect” refers to anyone exploring potential Advisors. “Client” refers to a person who is connected with an Advisor introduced through Warmer and receives ongoing digital advisory services from us as described in this Agreement.
• Advisors: Independent financial advisors, investment adviser representatives, or advisory firms who are listed on Warmer, claim a profile, receive introductions, participate in referral arrangements, or otherwise use the Service.

The Service is intended for users located in the United States and who are at least 18 years old.

Warmer Platform

Warmer operates an online platform that helps consumers learn about, compare, connect with, and evaluate independent financial advisors. Through the Service, we may:

• Build, display, and update profiles of Advisors and firms based on publicly available information, regulatory filings, information that Advisors share with us, third-party sources, and other information we believe is relevant;
• Collect information from consumers about their financial profile, preferences, goals, location, and advisor needs;
• Provide tools for account creation, scheduling, communication, profile management, and related support.

Client Profile Maintenance. Clients may access and update their profile information at any time through the Service. Warmer maintains this information to support matching and advisory tools.

FHQ Services and Advice

When Prospects request advisor matches, ask to be connected with an advisor, or otherwise use FHQ’s advisor matching, referral and ongoing evaluation services, they become Clients of FHQ for the limited purpose of receiving those services. We may:

• Use your information to suggest potential advisor matches;
• Allow you to request specific advisor connections;
• Provide matched advisors with your contact information, profile information, and responses so they can understand your financial goals and follow up with you;
• Prompt you to periodically review and update or otherwise maintain your profile information, goals, and preferences to support matching, advisor-selection, and related digital advisory tools;
• Allow you to update your information and re-run advisor recommendations based on updated information;
• Provide tools, summaries, prompts, or other information designed to help evaluate advisor options and relationships.

These tools are designed to support client-onboarding, advisor-selection and evaluation process. They do not mean that Warmer or FHQ supervises any Advisor’s advice or services, monitors your investments or accounts, guarantees Advisor performance, or determines whether any Advisor’s advice remains suitable for you on an ongoing basis.

Each Advisor is an independent entity solely responsible for its advice and services. Whether to contact, meet with, or engage an Advisor is entirely your choice. We encourage you to review an Advisor’s Form ADV before deciding to work with them.

For Consumers:

Consumers pay no fees to use Warmer. Our introductions are free to you. If you choose to hire an advisor, you will enter into a separate agreement directly with that advisor and pay the fees charged by that advisor, as should be described in their own Form ADV and Advisory Agreement.

Consumer Disclosure Regarding Referral Relationship:

Warmer may receive per-lead referral, membership, subscription, revenue-based, or other fees from participating Advisors, whether you engage with them or not. This compensation creates a conflict of interest because we have a financial incentive to introduce you to advisors who participate in and pay for the Service.

Compensation paid by the Advisor to Warmer does not increase the fee you pay to hire that advisor. Advisors introduced by Warmer are required to charge you the same fees they charge other clients for similar services.

Warmer is not a party to your agreement with an Advisor. Warmer’s advisory services are provided separately from, and do not replace, the services provided by an Advisor. Any advisory relationship with an Advisor is governed by a separate agreement between the Client and the Advisor.

You are not obligated to hire any advisor we show, suggest, or introduce. Before deciding whether to work with an advisor, you should review that advisor’s Warmer profile, Form ADV, fees, services, and Client Agreement.

For Advisors:

Advisors may pay fees to Warmer, which will be contracted and disclosed when introduced. These fees may include:

• Flat annual membership fees for participation or listing,
• Referral fees based on the revenue or assets from Clients introduced through Warmer, or
• Per-lead fees or other agreed-upon compensation structures.

Advisors are prohibited from charging Clients higher fees as a result. This ensures that the cost of Warmer’s referral services is borne solely by the Advisor, not the Client.

Your privacy matters to us. Our Privacy Policy explains how Warmer collects, uses, and protects your information. By using our Service, you consent to our data practices as described in that Policy.

We may use your responses and profile information to match you with independent financial advisors, including advisors you ask us to connect you with. We may provide matched advisors with your contact information, profile information, and responses so they can understand your financial goals and follow up with you.

If you provide a phone number, Warmer, FHQ, or matched advisors may use it to call or text you about your advisor matches.

We may use information to operate, secure, improve, and personalize the Service; communicate with you; comply with legal and regulatory obligations; maintain records; and as otherwise described in our Privacy Policy. Please review our Privacy Policy for more information.

Certain features of the Service may require an account. You are responsible for keeping your login credentials confidential and for all activity under your account. You agree to provide accurate, current, and complete information when using the Service, including information used to suggest advisor matches, maintain your profile, claim an Advisor listing, or manage account features.

You agree to use the Service only for lawful purposes and not to interfere with, disrupt, misuse, scrape, or attempt to gain unauthorized access to the Service, our systems, user accounts, advisor listings, data, or related technology.

Advisor listings may include information from public filings, regulatory databases, advisor websites, advisor-provided information, third-party sources, and other sources we believe are relevant. We cannot guarantee that all advisor information is current, complete, or accurate. Advisors may not have reviewed or updated their profiles.

Advisors may claim their profiles and request updates, subject to our review. Advisors are responsible for the accuracy of information they provide to us and must promptly notify us of material changes.

A “verified” advisor profile means the advisor or an authorized representative has claimed the profile and we have reviewed information intended to confirm identity, authorization, and basic profile details. Verification does not mean Warmer or FHQ endorses the advisor, guarantees the accuracy of all profile information, supervises the advisor’s services, or recommends that you hire the advisor.

We may edit, reject, remove, limit, or display advisor listings or profile information at our discretion, including if we believe information is incomplete, inaccurate, misleading, outdated, duplicative, or inconsistent with our standards.

Warmer may retain, display, summarize, and use factual information derived from public sources, including regulatory filings and firm websites, even if an advisor has not claimed a profile or does not have a commercial relationship with us.

Listing an advisor on Warmer, showing an advisor in search results, identifying an advisor as a match, or displaying a verified profile does not mean Warmer or FHQ endorses that advisor or guarantees that the advisor is suitable for you.

We make no representation or warranty as to:

• The accuracy, completeness, or timeliness of advisor profile information;
• The suitability of any advisor for your needs;
• The quality, legality, availability, or outcome of any advisor’s services;
• Any investment, tax, legal, financial planning, or other result you may experience after hiring an advisor.

The Service is provided on an “as is” and “as available” basis. To the fullest extent permitted by law, Warmer, FHQ, and their affiliates disclaim all warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and reliability.

Nothing in these Terms limits any fiduciary duty or other obligation that cannot be waived under applicable law.

To the maximum extent permitted by law, Warmer, FHQ, their affiliates, and their respective officers, directors, employees, contractors, and agents will not be liable for indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, data, goodwill, or other intangible losses, arising out of or relating to:

• Your use of or inability to use the Service;
• Any advisor listing, match, introduction, communication, or relationship;
• Your reliance on information obtained through the Service;
• Any acts, omissions, advice, services, fees, representations, or conduct of any advisor or third party;
• Unauthorized access to or use of your information, except to the extent liability cannot be limited under applicable law.

To the maximum extent permitted by law, our total liability for claims arising from or relating to these Terms or the Service will not exceed the greater of $100 or the total fees, if any, you paid directly to Warmer or FHQ for use of the Service in the 12 months before the event giving rise to the claim.

Nothing in this section limits liability that cannot be limited under applicable law.

You agree to indemnify, defend, and hold harmless Warmer, FHQ, and their affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, judgments, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Your violation of this Agreement or applicable law;
• Any inaccurate, incomplete, unauthorized, or misleading information you provide through the Service;
• Your misuse of the Service;
• Your violation of any third-party rights.

This obligation does not apply to losses resulting from Warmer’s intentional misconduct or gross negligence.

You may stop using the Service at any time.

We may suspend or terminate your access to the Service, remove content, remove or limit advisor listings, or discontinue all or part of the Service at any time, including if we believe you violated these Terms or applicable law.

Termination does not affect rights or obligations that have already accrued, including obligations under any separate advisor, referral, membership, commercial, or other written agreement.

If an advisor terminates participation or account access, we may remove private or advisor-submitted content upon request, but may retain and display factual information derived from public sources, as permitted by law.

Upon termination, all licenses granted under this Agreement will immediately cease, and you must stop using the Service.

Sections that by their nature should survive termination will continue in effect, including sections relating to privacy, fees and conflicts, disclaimers, limitation of liability, indemnification, intellectual property, dispute resolution, and governing law.

All content and materials made available through the Service, including text, graphics, logos, trademarks, service marks, software, advisor profiles, directories, data compilations, databases, models, design, and the overall look and feel of the Service, are owned by or licensed to Warmer, FHQ, or their licensors.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your personal use or internal business purposes, subject to these Terms.

You may not, without our prior written permission:

• Copy, modify, distribute, display, sell, sublicense, or commercially exploit any part of the Service;
• Use listings, directories, data, or content from the Service for commercial, competitive, or public purposes;
• Scrape, crawl, harvest, or systematically extract data from the Service;
• Create or compile a competing database or directory;
• Reverse engineer or attempt to extract source code, models, ranking logic, or underlying systems;
• Use the Service in a way that violates law or third-party rights.

All rights not expressly granted are reserved.

These Terms and any dispute arising out of or relating to these Terms or the Service are governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

Any dispute, claim, or controversy arising out of or relating to this Agreement or the Service will first be attempted to be resolved through good-faith discussions.

If the matter cannot be resolved informally, the parties agree to binding arbitration under JAMS rules. The arbitrator’s decision will be final and may be enforced in any court.

To the extent a claim cannot legally be arbitrated (as determined by an arbitrator), the parties will bring to court the suit, action, or proceeding that cannot be arbitrated in Delaware. Each party will irrevocably submit to the exclusive jurisdiction of said court.

To the fullest extent permitted by law, claims must be brought only on an individual basis and not as part of any class, consolidated, or representative action.

If any provision of this Agreement is found unenforceable, the remaining provisions will remain in effect.

We may update this Agreement from time to time to reflect changes in our services, policies, or applicable law. When we do, we will post the updated Agreement on our website and update the date at the top. If a change is material, we may also notify you by email.

Your continued use of the Service after the revised Agreement is posted means you accept those changes. If you do not agree, you should stop using the Service.

Relationships are everything, and your trust is important to us. If you have any questions about this Agreement, please contact us at [email protected].

Warmer Holdings Inc.
33 Irving Place
New York, NY 10003