FinLife® Platform General Terms and Conditions

Last updated: May 21, 2020

Welcome to the FinLife Platform. The “FinLife Platform” is FinLife Partners’ suite of client experience, back office, and practice management services and products available to you in an integrated platform that includes consulting and coaching. We are very excited that You will be enjoying one or more of Our products and services on the FinLife Platform.

We want our customer (“You”) to get the most out of Your experience with the FinLife Platform.

All of the products and services on the FinLife Platform that You are subscribing to will be listed in one or more Order Forms between You and United Capital Financial Advisers, LLC, through its division FinLife Partners (“FinLife Partners”, “Us” or “We”). The Order Form and these General Terms and Conditions (the “General Terms and Conditions”) make up the agreement (“Agreement”) between You and Us regarding the FinLife Platform products and services described in that particular Order Form. To keep things simple, We will generally refer to these products and services described in Your Order Forms as the "Offerings”.

Let’s all be on the same page – please carefully review the Agreement and retain for your records.

1. When & For How Long You Can Enjoy Our Products and Services:

1.1 The Order Form will tell You when and for how long You can access and enjoy the Offerings.

1.2 The initial period of Your access and use of particular Offerings is described in the applicable Order Form as the “Initial Term.” Once the Initial Term expires, the Agreement for such Offerings will automatically renew for additional periods of one (1) year (each, a “Renewal Term”) unless You or FinLife Partners terminates the Agreement at least 60-days prior to the expiration of the Term. The Initial Term and all Renewal Terms will collectively be referred to as the “Term” of the Agreement.

2. Your Access and Use of the Offerings:

2.1 You and Your Users can use the Offerings during the Term of the Agreement, unless terminated earlier under Section 11 below. To keep things simple, Your Advisers, Employees and Clients will collectively be referred to as “Your Users”. You and Your Users will only use the Offerings in ways and for purposes expressly permitted in the Agreement.

2.2 We want to keep Our communication with You flowing. We will look to one person on Your team that You designate as Our point of contact with respect to any general technical/service support questions regarding the Offerings. To ensure smooth coordination, You will let us know if You need to designate any temporary point of contact if Your designated employee goes on vacation, leave of absence, or is simply unavailable for an extended period of time.

2.3 “Clients” are Your clients who receive financial advisory services from You and pay You (or, if applicable, the registered investment adviser or the broker-dealer that You are notice filed or registered with) for such services. “Employees” are Your employees who access the FinLife Platform under Your Agreement. “Adviser” is an entity or a person, as applicable, that is a professional financial adviser (i) registered with any state securities regulator or Federal Securities Exchange Commission as an “investment adviser”, (ii) registered with FINRA as a “registered representative” of a “broker” or a “dealer” as such terms are defined in 15 U.S. Code §80b-2(a), (iii) notice filed with the state regulators as an “investment adviser representative” of an investment adviser registered with the state securities regulator or Federal Securities Exchange Commission, or (iv) is a “bank” as such term is defined in 15 U.S. Code §80b-2(a). All of Your Users, other than Your Clients, must be Your independent contractors or employees.

3. Here is What It Costs:

3.1 How much you pay and when. You agree to pay Us the fees described in Your Order Forms. FinLife Partners will invoice You in U.S. dollars on a quarterly basis. The invoiced amounts are due and payable to FinLife Partners within thirty (30) days after the invoice date unless otherwise stated in Your Order Form. We want to keep things cost-effective for all of our customers. If you don’t pay for Our services or products when due, you agree that your access to the Offerings may, without refund of any fees or waiving any other rights, be disabled without prior notice and may remain disabled until all outstanding amounts due are fully paid. You are responsible for any sales taxes or other similar duties or charges imposed by any federal, state or local governmental entity on the amounts You pay for the Offerings. You are not responsible for any taxes on FinLife Partners’ net income.

3.2 Extra costs from Third Parties. Sometimes Our providers of third-party products, services or content (“Third Party Providers”) may raise the cost of their products or services. If this happens, We may increase the fees for Our Offerings after sixty (60) days written notice to You. If You don’t want the Offerings at the increased cost, You can terminate the Agreement for such Offerings with a thirty (30)-day written notice to Us within sixty (60)-days following Our initial notice to You about the increased cost.

4. Let’s Keep the FinLife Platform Working for Everyone:

4.1 We want to keep the FinLife Platform working for everyone, and we can’t do that without Your cooperation. You and Your Users may be required, from time to time, to agree to online end user terms of use (which may include Third Party Terms) as a condition to accessing and using the FinLife Platform.

4.2 You will make sure that each of Your Users keeps his or her unique login credentials safe and does not share his or her unique login information with anyone. You are responsible for the actions, omissions, and behaviors of Your Users. You are responsible for any bad actions or behaviors using Your User’s login credentials.

4.3 We may be stating the obvious, but You and Your Users will not, and will not attempt to: (i) transfer, sell, rent, license, sub-license, distribute, or allow access to any part of the FinLife Platform to any third parties; (ii) copy, modify, translate, enhance, reverse engineer, decompile, or make derivative works based on any part of the FinLife Platform, or (iii) provide access to the FinLife Platform as a service bureau, application service or hosting provider or via timesharing or other remote computing services arrangement.

4.4 Let’s keep any digital access to FinLife Platform safe for everyone. Here are some common-sense requirements that You and Your Users will have to follow. You and Your Users won’t use (or attempt to use) any part of the FinLife Platform to: (i) send spam or other messages in violation of any laws or legal regulations; (ii) send or store infringing, obscene, threatening, libelous, or other materials that violate third party privacy rights; (iii) send or store viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, or programs; (iv) interfere with or disrupt any data security the FinLife Platform; (v) attempt any unauthorized access to the FinLife Platform’s systems or networks); or (vi) create Internet “links” to any part of the FinLife Platform or “frame” or “mirror” any part of the FinLife Platform.

5. Products and Services from Our Friends:

5.1 Some of the Offerings include products, services or content provided by Third Party Providers (“Third Party Products”). These Third Party Providers require that all users follow their own terms and conditions when Your Users use their Third Party Products (the “Third Party Terms”), and You agree that You and Your Users will abide by the Third Party Terms. Please remember that these Third Party Providers do change their Third Party Terms from time to time, and You and Your Users will be subject to the modified Third Party Terms. We can’t make any exceptions to the Third Party Terms, since the Third Party Providers are unrelated companies and We don’t control their requirements.

5.2 You are responsible for Your Users complying with the Third Party Terms. If You or Your Users use any Third Party Products in ways that are not authorized under the Agreement or violate the Third Party Terms, the Third Party Provider may immediately terminate Your access and may pursue other legal actions. We do not control, nor are We responsible for, any Third Party Products, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Products, or any intellectual property rights therein. Nothing in the Agreement shall be deemed to be a representation or warranty by Us with respect to any Third Party Product.

6. Intellectual Property:

6.1 FinLife Platform IP stays where it is. You have a non-exclusive license to use the training materials, marketing materials, or other deliverables that We provide You (the “Deliverables”) solely in connection with Your financial advisory services to Your Clients during the Term. All rights, title and interest in the FinLife Platform, the Offerings, the Deliverables, including all intellectual property and proprietary rights (“Intellectual Property ”), belong solely to FinLife Partners or to the appropriate Third Party Providers. You need Our prior written permission before You use or reference Us or Our Intellectual Property on Your marketing materials, social media, web sites or otherwise. Except for the rights expressly granted in the Agreement and in the Third Party Terms, there are no other rights granted in the FinLife Platform, any Offerings or the Deliverables.

6.2 Your Marks in the Deliverables. The services or the products that You are subscribing to may require us to produce or provide certain white-labeled Deliverables that include your trade names, trademarks, service marks, logos, and other business identifiers (“Your Marks”). So that We can provide You with the services and products that You are paying for, You grant Us a limited, non-exclusive license to use, reproduce, publish, display, distribute and transmit Your Marks in the Deliverables.

6.3 Thank you for your feedback. We appreciate your suggestions and carefully listen to them. So that we can best respond to Your suggestions, You agree that We own any changes, ideas, feedback, error identifications, or other information related to the FinLife Platform in any suggestions or feedbacks from You or Your Users.


7.1 Keeping things Straightforward. You and FinLife Partners both agree to perform its respective obligations under the Agreement in accordance with all applicable laws. You and FinLife Partners also each represents to the other party that (i) the Agreement will not breach or constitute default under any of its agreements or obligations to third parties, and (ii) it has all necessary power and authority to enter into the Agreement and perform its obligations hereunder, and the Agreement will constitute a legal, valid and binding obligation that is enforceable in accordance with its terms.

7.2 Your Clients’ buck stops with you. We are entering into the Agreement with You because You are an Adviser, and You agree to immediately notify Us if You cease to be an Adviser during the Term of the Agreement. You will use the Offerings solely to provide Your financial advisory services to Your Clients. You agree that Your Clients are Your clients and that You retain all investment discretion, financial planning and guidance decisions with respect to your Client accounts. You agree that We are not acting as investment adviser, broker-dealer or custodian of Your Client’s assets. You agree to obtain all necessary permissions for Us and Our third party suppliers and vendors to access and use the Your Data in connection with the services and products that We (or Our third party suppliers and vendors) are providing to You and Your Users. If You become aware of (or reasonably suspect) that any Client data (or any information that can be used to access Client data) has been compromised in any way, You will help us to keep Your Clients’ information secure by immediately notifying us in writing and providing all requested information.

8. Let’s Maintain Mutual Respect:

8.1 We agree not to make disparaging remarks about You, and You agree to do the same for Us.

8.2 You and FinLife Partners both agree to keep the other party’s non-public information or data (“Confidential Information”) strictly confidential and to use at least the same level of care to maintain the confidentiality of the other party’s Confidential Information as the party would use when it comes to such party’s own Confidential Information, but in no event less than a reasonable standard of care. Neither party will disclose any confidential information of the other party to a third party, unless You or FinLife Partners is required by law or any regulatory agency with proper authority to disclose the information or to comply with the Agreement. Each party may disclose the other party’s Confidential Information in order to comply with law, regulation or order issued by a court or governmental agency of competent jurisdiction to disclose any of the other party’s Confidential Information, provided that the party legally required to disclose the information will promptly notify the other party (unless there is a legal prohibition to notifying the other party).

8.3 Your confidential information includes Your financial matters and Your client financial data. Our confidential information includes information relating to Our systems, research, development, products, software, source codes, pricing & related terms, trade secrets, forms, processes and procedures.

8.4 Confidential Information shall not include information that (i) is or becomes publicly available other than by disclosure in violation of the Agreement or by the wrongful conduct of others; (ii) was known to the party receiving the Confidential Information prior to receipt hereunder; (iii) is independently developed by the party receiving the Confidential Information without use of, reference to, or reliance on the Confidential Information of the other party, or (iv) was rightfully obtained by the party receiving Confidential Information from a third party that does not have a duty of confidentiality or a restriction on use concerning such information.

For any confidential information that constitutes a “trade secret” under the applicable law, the confidentiality obligations will continue until such information ceases to constitute a “trade secret”.

9. Your Data:

9.1 Any client data submitted by You or Your Client through the FinLife Platform under the Agreement is “Your Data”.

9.2 Your Data belongs to You. You authorize Us, Our Affiliates and Third Party Providers to use, store, and modify Your Data to the extent needed to provide the products and services under the Agreement, where “Affiliates” means any entity that, directly or indirectly, through one or more intermediaries, now or hereafter owns or controls, is owned or controlled by or is or under common control or ownership with Us, where control is defined as the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise. You agree that You will obtain any permission required for You to share Your Data and for Us, Our Affiliates and Third Party Providers to use, copy, store, and modify Your Data for the purposes of providing such products and services. FinLife Partners is not responsible for backing up Your Data, so please back up and keep Your client information where you can find them. FinLife Partners and FinLife Partners’ Affiliates will not use Your Data except to provide the products and services under the Agreement.

9.3 Aggregated Data. FinLife Partners, Our Affiliates, and our Third Party Providers may compile aggregated data or information derived from the access to or use of the FinLife Platform by You or Your Users (“Aggregated Data”). The Aggregated Data does not specifically identify (and is not identifiable to) any individual Client and meets the definition of “Aggregate consumer information” under the California Consumer Privacy Act of 2018 (CCPA). FinLife Partners or the applicable Third Party Provider owns the Aggregated Data and may use the Aggregated Data in a legally permitted manner.

10. If Things Go “Bump in the Night”:

10.1 We can’t control Your actions. You agree, at Your sole expense and with counsel acceptable to Us, to indemnify, defend and hold harmless Us, Our Affiliates, assignees and each of Our and their respective managing directors, partners, members, officers, directors, shareholders, employees, agents and other representatives (collectively, the “Indemnified Parties”) from and against any all claims, liabilities, losses, damages and expenses, including court costs and reasonable attorneys’ and experts’ fees and expenses (collectively, “Losses”) relating to or arising out of or based on (i) Your fraud, willful misconduct, criminal activity or gross negligence; (ii) Your non-compliance with any instructions to Us from You or Your User; (iii) any improper use or infringement of any Third Party Products by You or Your User; and (iii) any claim by or on behalf of Your User (except to the extent arising from our gross negligence or willful misconduct).

10.2 We may, in Our sole discretion, participate in any claim subject to Section 10.1, and all negotiations for its settlement or compromise. Without limiting the foregoing, You may not, without Our prior written consent, settle, compromise or consent to the entry of any judgment in any such commenced or threatened claim or action, unless such settlement, compromise or consent: (i) includes an unconditional release of the relevant Indemnified Parties from all liability arising out of such commenced or threatened claim or action; and (ii) is solely monetary in nature and does not include a statement as to, or an admission of fault, culpability or failure to act by or on behalf of, any of Indemnified Parties or otherwise adversely affect any of the Indemnified Parties.

10.3 In the event We and You have a conflict with regards to an indemnifiable claim under Section 10.1, or You neglect to defend Us pursuant to 10.1, We may, instead of participating in any suit, proceeding or claim subject to Section 10.1, in Our sole discretion and at Your expense, determine to defend ourselves in such claim, and in such circumstances You shall continue to indemnify and hold the Indemnified Parties harmless from and against all Losses, provided that You are provided with the opportunity to participate in such defense and to review documents prepared in connection therewith as specifically relate to You. At Our request and Your expense, and in addition to Your other obligations under the Agreement, You shall assist Us with the defense of any claim for which We conduct the defense. The parties acknowledge that this Section 10 is intended for the benefit of, and to be enforceable by, the Indemnified Parties.

10.4 We agree to indemnify, defend and hold harmless You from and against any all Losses relating to or arising out of or based on willful misconduct, criminal activity or gross negligence by Us.

11. Sometimes Good Things Have to End (or At Least Pause):

11.1 Suspension. We have to keep the FinLife Platform and its products and services running smoothly for all of Our customers. We may suspend Your or any of Your Users access or use of the FinLife Platform: (a) if We believe there is a significant threat to the functionality, security, integrity, or availability of the FinLife Platform or any content, or (b) if We believe You or Your Users are violating the Agreement or any Third Party Terms.

11.2 Termination for Cause. Either party can terminate the Agreement if the other party materially breaches the Agreement. In that case, the non-breaching party has to give the other party a written notice describing the breach and 30 days to cure the breach, unless such material breach cannot be cured, in which case the non-breaching party may terminate the Agreement immediately by written notice. If the breach is not cured during such time period, the Agreement will terminate.

11.3 Termination relating to Third Party Products. Sometimes We may no longer be able to provide a Third Party Product to Our customers. If this happens, We will make a good faith effort to replace the Third Party Product in the Offering with another product with similar functionality. If We cannot replace the Third Party Product with another product after a good faith effort, We can terminate the Agreement after a 60-day notice to You.

11.4 Termination for Convenience. You may terminate the Agreement for convenience upon 90-days’ written notice to Us; provided, however, that if You decide to terminate the Agreement for convenience pursuant to this Section 11.4, You will be required to pay, along with any other amounts that may be due and accrued under the Agreement through the actual termination date, an additional termination fee in an amount equal to all Fees paid and/or payable by You for the calendar quarter immediately preceding Your termination notice (the “Termination Fee”). The Termination Fee shall be due and payable upon the actual termination date.

11.5 End of the Road.

If the Agreement expires or terminates for any reason, You and Your Users will immediately stop using the Offerings under the Agreement. You will immediately destroy all copies in any form or media of the Offering or the FinLife Platform in Your possession or control. One exception – You can retain, solely for archival purposes, electronic and/or paper copies of any Deliverables already produced to You before the expiration or termination of the Agreement.

If the Agreement expires or terminates for any reason, We may immediately destroy all copies of Your Data in Our possession or control. We (or an applicable Third Party Provider) may retain anonymized and aggregated data in the Aggregated Data and copies retained for system archival purposes or to comply with legal requirements.

You agree to pay all fees, costs and expenses under the Agreement through the effective date of termination or expiration.

12. Limitations of liability:

12.1 You and FinLife Partners don’t insure each other’s business and You agree that Your access and use of the Offerings (including the Third Party Products) is at Your own risk.


12.3 Our liability exposure is linked to the amount of fees We charge You for Our Products and Services. We think this is reasonable. Accordingly, You agree that Our total liability to You for whatever claims You may have against Us will be the lesser of the direct loss You incur or an amount equal to the total fees paid to Us by You under the Agreement for the immediately preceding six-month period.

13. Fee Audit:

We often have to rely on what You tell us to calculate Our fees. You agree that You will provide Us with (or cause Us to be provided with) timely and accurate information for us to calculate Our fees. To keep everyone honest, FinLife Partners can inspect and audit Your books and records to verify Our fees during the Term of the Agreement and for a period of one (1) year after Your final payment. To minimize any disruptions to Your business, We agree that We will (a) notify You in writing at least ten (10) business days prior to the audit, (b) limit Our audit to no more than once every 12 calendar months, and (c) conduct the audits only during Your normal business hours. If Our audit reveals an underpayment discrepancy in the amount of any category of fees due to Us from what was actually paid, You will pay such underpayment discrepancy plus interest, calculated at the rate of 1.0% per month.

14. We can’t control how You use the FinLife Platform:


15. You are a FinLife Platform customer:

We may identify You as a customer and use Your Mark in our media activities or on Our website and marketing materials to identify You as a customer unless You let us know in writing that You don’t want Us to make such disclosures or use Your Mark in such a way.


16.1 Independent Contractor. You and FinLife Partners are independent contractors. There is no partnership, franchise, joint venture, employment or any other form of agency relationship. Nothing in the Agreement restricts FinLife Partners from entering into any agreement with any third party.

16.2 Assignment. We are very selective about our customers, and We are entering into the Agreement with You. You agree that You will not assign or transfer any of Your rights or duties under the Agreement. Any attempted assignment without Our prior written agreement will be null and void. FinLife Partners may assign, transfer, or delegate its rights and duties under the Agreement, (a) to an Affiliate, (b) in connection with a merger or a sale of substantially all of its assets; or (d) to any entity that acquires the FinLife Platform or the relevant Offerings. The Agreement is binding upon, and will inure to the benefit of, the legal successors and permitted assigns of the parties.

16.3 If You and FinLife Partners can’t see eye to eye

We believe in quickly resolving misunderstandings or disputes with Our customers. If You and FinLife Partners can’t resolve a disagreement about the Agreement informally and amicably, the parties agree that the substantive laws of the State of New York will in all respects govern the Agreement as though the Agreement was entered into and was to be entirely performed within the State of New York, without regard to conflict of law principles. The parties expressly disclaim the applicability of, and waive any rights based upon, the Uniform Computer Information Transactions Act or the United Nations Convention on Contracts for the International Sale of Goods.

Both parties consent to exclusive jurisdiction of the U.S. District Court for the Southern District of New York or, if federal jurisdiction is lacking, New York Supreme Court, New York County, for the resolution of any dispute regarding the Agreement or the parties’ relationship arising therefrom. Both parties waive any right to a trial by jury.

16.4 Survival. Certain terms of these General Terms and Conditions relate to the parties’ rights and obligations after the Agreement ends. Sections 3, 5, 6, 7, 8, 9, 10, 11.6, 12, 13, 14 and 16 survive the expiration or termination of the Agreement.

16.5 Force Majeure. Neither You nor FinLife Partners will be responsible for failure or delay of performance if caused by: an act of war, hostility, civil disturbance or sabotage; act of God; national or local emergency, natural disaster, floor, fire, or pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions or actions; or any other event outside the reasonable control of the obligated party (a “Force Majeure Event”). Each party will use commercially reasonable efforts to mitigate the effect of a Force Majeure Event. This section does not excuse Your obligation to make payments under the Agreement.

16.6 Third Party Beneficiaries. Except as explicitly provided in the Agreement, nothing in the Agreement grants or imposes any rights or obligations to any persons other than You and FinLife Partners, other than to any permitted successors or assigns of such parties.

16.7 Modification. We may modify the Agreement from time-to-time by notifying You of such modifications by any reasonable means. Continued access to or use of the FinLife Platform following such modifications constitutes Your acceptance of those modifications. Any such modifications will not apply to any dispute between You and Us arising prior to the date on which We posted the revised Agreement incorporating such changes, or otherwise notified You of such modifications.

16.8 Severability; Construction; Interpretation. The provisions of the Agreement are severable. This means that, if a court of competent jurisdiction declares that any clause or provision of the Agreement is declared legally invalid or unenforceable, such invalidity or unenforceability will not affect the rest of the Agreement. In addition, if any (a) government, (b) governmental, legislative, regulatory, or administrative authority, agency, department, or commission, or (c) court, tribunal, or judicial or arbitral body of competent jurisdiction (each, a “Governmental Authority”) declares that any clause or provision of the Agreement is contrary to any applicable law, rule, regulation, ruling, judgment, order or approval of any Governmental Authority, such clause or provision shall be without force or effect and the remaining provisions of the Agreement will not be affected by such declaration, will be binding upon You and Us, and will be enforceable as though such clause or provision were not contained in this Agreement; provided, however, that if the removal of such clause or provision of the Agreement has a material adverse impact on a party, such party may terminate the Agreement upon written notice to the other party. If the terms in the documents comprising the Agreement are conflict with each other, the following order of precedence controls: (a) the Third Party Terms; (b) the applicable Order Form; (c) these General Terms and Conditions; and (d) any other Schedules and Attachments. The Agreement may be executed in counterparts. The failure to enforce or exercise any provision of the Agreement will not be deemed a waiver of such provision. The Agreement constitutes the entire understanding between You and FinLife Partners regarding the matters with respect to the applicable Offerings and supersedes all prior notices, negotiations and agreements by You and FinLife Partners relating to such matters. The headings contained in the Agreement are for reference purposes only and does not affect the meaning or interpretation of the Agreement.

16.9 Export. You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

16.10 Notices. A notice pertaining to the Agreement must be in writing and sent via one of the following methods: (a) personal delivery, (b) certified mail with postage prepaid and tracking enabled, (c) internationally-recognized private express courier, or (d) fax or email with confirmation of receipt and followed by one of the foregoing methods. Notice shall be deemed effective on the date of receipt if personally delivered, faxed or emailed, or two (2) days after deposit via certified mail or express courier. All notices from You to FinLife Partners should be sent to: FinLife Partners, c/o The Goldman Sachs Group, Inc., 200 West Street, New York, NY 10282-2198, Attention: Legal-Contracts.