Melius, Inc.

End-User Terms of Service

This Terms of Service Agreement (this "Agreement") is made by and between Melius, Inc., a Delaware corporation ("Melius"), and the end-user ("End-User"). An End-User may be an unaffiliated individual or the client of a financial advisor or financial institution who is authorized to use the Melius' website (the "Advisor"). This Agreement sets forth the general terms and conditions of End-User's access to and use of the Melius website (the "Service"). By clicking "Agree" you, the End-User are indicating your acceptance of this Agreement regarding the terms and conditions of the Service. If the End-User does not agree to this Agreement, then he or she should not indicate acceptance of the Agreement, and not use the Service

End-User acknowledges that, as the Service changes, End-User may be required to agree to additional terms and conditions as a condition to the continued use of the Service. End-User further acknowledges that Melius may change the terms and conditions applicable to use of the Service at any time, but Melius will obtain End-User's agreement to such changed terms and conditions by presenting a revised Agreement to End-User for acceptance. If End-User refuses to accept the revised Agreement, Melius has the right to immediately terminate End-User's access to and use of the Service.

Subject to the terms and conditions of this Agreement, End-User may access and use those aspects of the Service intended for access and use by End-Users (the "End-User Site").

Terms and Conditions

End-User understands, acknowledges and agrees that:

The End-User Site is provided solely as a convenience to the End-User;

Neither Melius nor the End-User Site provides any advice regarding insurance, investments or securities or any other financial planning or other financial advice;

As between End-User and Melius, End-User is solely responsible for all financial decisions and financial planning made by End-User and/or the Advisor, whether made in connection with use of the Service or otherwise;

Melius is not responsible for, and shall not be held liable for, any recommendations made by the Service or the Advisor with respect to any financial, insurance, planning or other matter, regardless of whether End-User relied on such recommendation or the Service;

Any recommendations made by the Service in no way reflect or represent advice or recommendations of the Advisor and End-User expressly acknowledges that he or she has been advised to always check with the Advisor or another licensed financial advisor before taking any action with respect to any financial, insurance, planning or other matter;

Melius retains the right to establish practices and/or limits in connection with the Services, including, but not limited to, establishing maximum data space allotments to End-User's information stored on Melius's servers.

Melius retains the right to share generic aggregated data and information not linked to any personal identification information, but shall not share personal identification information with others;

End-User shall be solely responsible for safeguarding his or her login credentials such as User Name and Password. End-User must immediately notify Melius if his or her login credentials are compromised. Melius has no liability for any loss, claim, or other damages that result from unreported, unauthorized use of End-User's login credentials.

Disclaimer of Warranties and Liability

End-User acknowledges that the Services are provided "As Is" without any express or implied warranties of any kind. Melius disclaims all warranties to the fullest extent permitted by law, whether express or implied, including, but not limited to, warranties of title, merchantability, fitness for a particular purpose and non-infringement. Melius cannot guarantee that use of the Services will be timely, uninterrupted, secure or error-free, that any defects, errors or malfunctions will be corrected, or that the Services are free of viruses or anything else harmful. To the fullest extent permitted by law, Melius undertakes no warranties or representations as to the use of the Services in terms of correctness, accuracy, adequacy, usefulness, reliability, availability or otherwise.

Melius shall not be subject to liability for truth, accuracy, or completeness of any information conveyed to End-Users or for errors, mistakes or omissions therein or for any delays or interruptions of the data or information from whatever cause.

THE END-USER AGREES THAT HE OR SHE USES THE SERVICES AT HIS OR HER OWN RISK.

Indemnity

The End-User agrees to indemnify, defend, and hold harmless Melius from and against claims, losses, liabilities, expenses, damages, and costs, including, without limitation, attorneys' fees, arising from or relating in any way to the, End-User's use of the Services and End-User's conduct in connection with the Services or any violation of this Agreement, any law or the rights of any third party.

Privacy

Use of the Service and the End-User Site is also governed by Melius' Privacy Policy.

Jurisdiction and Choice of Law

If there is any dispute arising out of the Services or use of the End-User Site, End-User expressly agrees that any such dispute shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws provisions, and the End-User expressly agrees and consents to the exclusive jurisdiction and venue of the state and federal courts of the Commonwealth of Massachusetts for the resolution of any such dispute.

MELUIS PRIVACY POLICY

Last Updated: July ___, 2014

Melius, Inc. ("Melius") respects the privacy of our users and has developed this Privacy Policy to demonstrate its commitment to protecting your privacy. This Privacy Policy is intended to describe for you, as an individual who is a user of our services, the information we collect, how that information may be used, with whom it may be shared, and your choices about such uses and disclosures. We encourage you to read this Privacy Policy carefully when using our website or services. By using our website, you are accepting the practices described in this Privacy Policy. If you have any questions about our privacy practices, please contact us.

In General

We may collect personal information that can identify you such as your name and email address and other information that does not identify you. When you provide personal information through our website, the information may be sent to servers located in the United States and other countries around the world.

We may collect and store any personal information you enter on our website or provided to us in some other manner. This includes identifying information, such as your name, address, e-mail address, and telephone number. We also may request information about your interests and activities, your gender and age, your financial life and other demographic information, as well as public information such as user ratings, reviews and comments, and other information you view or contribute to the website. We may also periodically obtain both personal and non-personal information about you from other business partners, financial advisors and other third parties.

Use of Information

We may use information that we collect about you to:

-manage your account and provide you with customer support;

-perform research and analysis about your use of, or interest in, our services or content, and/or products, services or content offered by others;

-aggregate data such as the anonymous personal financial data you may enter onto our website. This aggregate information does not identify particular users or otherwise allow anyone to recover sensitive information about individual users. Aggregate information belongs to Melius, and is not subject to this privacy policy.

-communicate with you by e-mail, postal mail, telephone and/or mobile devices about products or services that may be of interest to you either from us or other third parties;

-develop and display content and advertising tailored to your interests on our site and other sites;

-enforce our terms and conditions;

-manage our business; and/or

-perform functions as otherwise described to you at the time of collection.

Opt-Out

You may choose to stop receiving our marketing emails by following the unsubscribe instructions included in these emails or by contacting us.

Other Technologies

We use various technologies to collect information from your computer and about your activities on our website.

Information may automatically be collected from your browser when you visit our website. This information includes your IP address, your browser type and language, access times, the content of any undeleted cookies that your browser previously accepted from us (see “Cookies” below), and the referring website address.

Cookies. When you visit our website, we may assign your computer one or more cookies, to facilitate access to our site and to personalize your online experience. Through the use of a cookie, we also may automatically collect information about your online activity on our site, such as the web pages you visit, the links you click, and the searches you conduct on our site. Most browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies. If you choose to decline cookies, please note that you may not be able to sign in or use some of the interactive features offered on our website.

Other Technologies. We may use standard Internet technology, such as web beacons and other similar technologies, to track your use of our site. We also may include web beacons in promotional or other e-mail messages to determine whether messages have been opened and acted upon. The information we obtain in this manner enables us to customize the services we offer our website visitors to deliver targeted advertisements and to measure the overall effectiveness of our online advertising, content, programming or other activities. None of Melius' tracking technologies link to personally identifiable information.

With Whom Your Information Is Shared

We do not sell your personal information to third parties.

We may share personal information with authorized service providers: We may share your personal information with our authorized service providers that perform certain services on our behalf. These services may include providing customer service and marketing assistance, performing business and sales analysis, supporting our website functionality, and supporting contests, sweepstakes, surveys and other features offered through our website. These service providers may have access to personal information needed to perform their functions but are not permitted to share or use such information for any other purposes.

Other ways we may disclose your information

-we may share information with an End-User's authorized financial advisor.

-In response to a subpoena or similar investigative demand, a court order, or a request for cooperation from a law enforcement or other government agency; to establish or exercise our legal rights; to defend against legal claims; or as otherwise required by law. In such cases, we may raise or waive any legal objection or right available to us.

-When we believe disclosure is appropriate in connection with efforts to investigate, prevent, or take other action regarding illegal activity, suspected fraud or other wrongdoing; to protect and defend the rights, property or safety of our company, our users, our employees, or others; to comply with applicable law or cooperate with law enforcement; or to enforce our website terms and conditions or other agreement s or policies.

-If Melius is involved in a merger, acquisition, or sale of all or a portion of its assets, you will be notified via email and/or a prominent notice on our Web site of any change in ownership or uses of your personal information.

-To any other third party with your prior consent to do so.

-Any third parties to whom we may disclose personal information may have their own privacy policies which describe how they use and disclose personal information. Those policies will govern use, handling and disclosure of your personal information once we have shared it with those third parties as described in this Privacy Policy. These entities or their servers may be located either inside or outside the United States.

How we protect your personal information

We take appropriate security measures (including physical, electronic and procedural measures) to help safeguard your personal information from unauthorized access and disclosure. For example, only authorized employees are permitted to access personal information, and they may do so only for permitted business functions. In addition, we use encryption in the transmission of your sensitive personal information between your system and ours, and we use anti-virus software and firewalls to help prevent unauthorized persons from gaining access to your personal information. We want you to feel confident using our website to transact business. However, no system can be completely secure. Therefore, although we take steps to secure your information, we do not promise, and you should not expect, that your personal information, searches, or other communications will always remain secure.

No Rights of Third Parties

This Privacy Policy does not create rights enforceable by third parties or require disclosure of any personal information relating to users of the website.

Changes to this Privacy Policy

We will occasionally update this Privacy Policy to reflect changes in our practices and services. When we post changes to this Privacy Policy, we will revise the “last updated” date at the top of this Privacy Policy. If we make any material changes in the way we collect, use, and/or share your personal information, we will notify you by sending an e-mail to the e-mail address you most recently provided us in your account, profile or registration (unless we do not have such an email address), and/or by prominently posting notice of the changes on our website. We recommend that you check our website from time to time to inform yourself of any changes in this Privacy Policy or any of our other policies.