Terms of Use

TERMS OF USE

Last updated March 20, 2025

We are Willow Network, Inc., doing business as Willow (“Company,” “we,” “us,” “our“), a company registered in Massachusetts, United States at 23 Paine Ave, Prides Crossing, MA 01965.

We operate the website https://trustwillow.com (the “Site“), as well as any other related products and services that refer or link to these legal terms (the “Legal Terms“) (collectively, the “Services“).

Willow helps financial professionals to acquire & grow business with Tomorrow’s Clients.

You can contact us by phone at (+1)858-254-6812, email at info@trustwillow.com, or by mail to 23 Paine Ave, Beverly, MA 01965, United States.

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you“), and Willow Network, Inc., concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

We recommend that you print a copy of these Legal Terms for your records.

1. OUR SERVICES

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

2. INTELLECTUAL PROPERTY RIGHTS

Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the “Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”).

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The Content and Marks are provided in or through the Services “AS IS” for your internal business purpose only.

Your use of our Services

Subject to your compliance with these Legal Terms, including the “PROHIBITED ACTIVITIES” section below, we grant you a non-exclusive, non-transferable, revocable license to:

  • access the Services; and
  • download or print a copy of any portion of the Content to which you have properly gained access,

solely for your internal business purpose.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: info@trustwillow.com. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

Your submissions and contributions

Please review this section and the “PROHIBITED ACTIVITIES” section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services (“Submissions”), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

Contributions: The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality during which you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to us or through the Services, including but not limited to text, writings, video, audio, photographs, music, graphics, comments, reviews, rating suggestions, personal information, or other material (“Contributions”). Any Submission that is publicly posted shall also be treated as a Contribution.

You understand that Contributions may be viewable by other users of the Services and possibly through third-party websites.

When you post Contributions, you grant us a license (including use of your name, trademarks, and logos): By posting any Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to: use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and exploit your Contributions (including, without limitation, your image, name, and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, your Contributions, and to sublicense the licenses granted in this section. Our use and distribution may occur in any media formats and through any media channels.

This license includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide.

You are responsible for what you post or upload: By sending us Submissions and/or posting Contributions through any part of the Services or making Contributions accessible through the Services by linking your account through the Services to any of your social networking accounts, you:

  • confirm that you have read and agree with our “PROHIBITED ACTIVITIES” and will not post, send, publish, upload, or transmit through the Services any Submission nor post any Contribution that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
  • to the extent permissible by applicable law, waive any and all moral rights to any such Submission and/or Contribution;
  • warrant that any such Submission and/or Contributions are original to you or that you have the necessary rights and licenses to submit such Submissions and/or Contributions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions and/or Contributions; and
  • warrant and represent that your Submissions and/or Contributions do not constitute confidential information.

You are solely responsible for your Submissions and/or Contributions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.

We may remove or edit your Content: Although we have no obligation to monitor any Contributions, we shall have the right to remove or edit any Contributions at any time without notice if in our reasonable opinion we consider such Contributions harmful or in breach of these Legal Terms. If we remove or edit any such Contributions, we may also suspend or disable your account and report you to the authorities.

3. USER REPRESENTATIONS

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

4. USER REGISTRATION

You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

5. PURCHASES AND PAYMENT

We accept the following forms of payment:

–  Visa

–  Mastercard

–  American Express

–  Discover

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in US dollars.

You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

6. SUBSCRIPTIONS

Billing and Renewal

Your subscription will continue and automatically renew unless canceled. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order.

Cancellation

You can cancel your subscription at any time by contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term. If you have any questions or are unsatisfied with our Services, please email us at info@trustwillow.com.

Fee Changes

We may, from time to time, make changes to the subscription fee and will communicate any price changes to you in accordance with applicable law.

7. PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to:

  • Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  • Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
  • Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
  • Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
  • Use any information obtained from the Services in order to harass, abuse, or harm another person.
  • Make improper use of our support services or submit false reports of abuse or misconduct.
  • Use the Services in a manner inconsistent with any applicable laws or regulations.
  • Engage in unauthorized framing of or linking to the Services.
  • Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
  • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  • Delete the copyright or other proprietary rights notice from any Content.
  • Attempt to impersonate another user or person or use the username of another user.
  • Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
  • Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
  • Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
  • Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
  • Copy or adapt the Services’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  • Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
  • Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
  • Use a buying agent or purchasing agent to make purchases on the Services.
  • Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  • Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.

8. USER GENERATED CONTRIBUTIONS

The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Services and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:

  • The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
  • You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Legal Terms.
  • You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Legal Terms.
  • Your Contributions are not false, inaccurate, or misleading.
  • Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
  • Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
  • Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
  • Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
  • Your Contributions do not violate any applicable law, regulation, or rule.
  • Your Contributions do not violate the privacy or publicity rights of any third party.
  • Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
  • Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
  • Your Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.

Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services.

9. CONTRIBUTION LICENSE

By posting your Contributions to any part of the Services, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.

This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Services; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

10. GUIDELINES FOR REVIEWS

We may provide you areas on the Services to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hateful language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.

We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to review.

11. THIRD-PARTY WEBSITES AND CONTENT

The Services may contain (or you may be sent via the Site) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

12. SERVICES MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

13. PRIVACY POLICY

We care about data privacy and security. By using the Services, you agree to be bound by our Privacy Policy posted on the Services, which is incorporated into these Legal Terms. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

14. TERM AND TERMINATION

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

15. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

16. GOVERNING LAW

These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the Commonwealth of Massachusetts applicable to agreements made and to be entirely performed within the Commonwealth of Massachusetts, without regard to its conflict of law principles.

17. DISPUTE RESOLUTION

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the American Arbitration Association (AAA) website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Suffolk, Massachusetts. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Suffolk, Massachusetts, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Legal Terms.

In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

18. CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

19. DISCLAIMER

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

20. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE six (6) mONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

21. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Services; (3) breach of these Legal Terms; (4) any breach of your representations and warranties set forth in these Legal Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

22. USER DATA

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

23. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

24. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

25. MISCELLANEOUS

These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.

DATA FOR SERVICE PROVIDER REQUEST

Any data you provide for Services through form, email or other forms of communication, will be delivered to the professional service providers whose service is being requested

27. ADVISOR FEEDBACK

If you have any compliments, feedback or complaints for any of our advisors or coaches, please contact us at advisors@trustwillow.com for our Advisor Review Committee will review and respond in a timely manner.

28. CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Willow Network, Inc.

23 Paine Ave

Beverly, MA 01965

United States

Phone: (+1)858-254-6812

info@trustwillow.com

PROMOTER AGREEMENT 

THE USE OF THE TERM “CLIENT” IN THIS PROMOTER AGREEMENT (“Agreement”) MEANS THE INDIVIDUAL OR ENTITY WHO AGREES TO BE BOUND TO THE TERMS OF THIS AGREEMENT. BY ELECTRONICALLY SIGNING,  SELECTING A CHECKBOX ATTESTING TO THESE TERMS, OR CLICKING THE PAY, SUBSCRIBE, START  TRIAL, PAY AND START TRIAL, SIGN UP, OR GET STARTED BUTTONS, CLIENT HEREBY AGREES TO  THE TERMS IN THIS AGREEMENT. 

WHEREAS, Willow Partner Advisors, LLC (“Willow” or “Promoter”) is a registered investment adviser (“RIA”) with the U.S. Securities and Exchange Commission (“SEC”) conducting business as an “Internet-only” adviser pursuant to Section 203A-2(e) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

WHEREAS,  Willow provides prospective client referrals to the investment adviser representatives (“IARs”) of other, unaffiliated, RIAs and to RIAs themselves, using Willow’s proprietary internet-based software. 

WHEREAS, Willow offers additional services, including, but not limited to, a certificate program. 

WHEREAS,  The Client wishes to engage Willow to receive training and receive referrals of prospective clients to which the Client can market the Client’s products and services.

WHEREAS, the SEC’s Marketing Rule, 17 C.F.R. § 275.206(4)(b), sets forth certain requirements relating to promoter relationships. 

NOW THEREFORE, Willow and Client (together, the “Parties”, each, a “Party”) agree to the following terms and conditions.

  1. Definitions. The following terms have the definitions set forth below:
    1. “Confidential Information” means all information concerning or related to the business, operations, assets and affairs of the Party providing the information (“Providing Party”), including without limitation, financial and accounting information, budgets, projections, forecasts, business plans, operating methods, business strategies, product and service information, processes, plans, drawings, concepts, research and development data and materials, systems, techniques, trade secrets, intellectual property, software programs and works of authorship, know-how, marketing and distribution plans, planning data, marketing strategies, price lists, market studies, employee lists, supplier lists, customer and prospect lists, client identifying information, client contact information, and supplier and other customer information and data that the Providing Party or its Representatives discloses (or has, prior to the date of this Agreement, disclosed) to the Party receiving the Confidential Information (“Receiving Party”) or its Representatives in connection with the Services (whether or not such information is marked as confidential). Confidential Information also includes this Agreement and its contents.

Confidential Information does not include information that the Receiving Party demonstrates (a) is in the public domain through no fault of, or disclosure by, the Receiving Party or its Representatives, subsidiaries or affiliates, (b) was properly known to the Receiving Party, without restriction, prior to disclosure by the Company, or (c) was properly disclosed to the Receiving Party by another person, but only if such person is not bound by a confidentiality agreement with the Providing Party or is not otherwise restricted from providing such information by a contractual, legal or fiduciary duty. 

  1. “Representatives” means the officers, directors, employees, partners, members, managers, agents, owners, advisors, subsidiaries, affiliates and/or representatives of a Party.
  1. Scope. Willow and its Representatives shall provide the services set forth in Exhibit 1 attached to this Agreement (the “Services”). Subject to any restrictions on service changes which may be specified on Exhibit 1, Willow will be entitled to change the Services without Client’s prior consent. Services outside the scope of Willow’s registration cannot be provided. 
  2. Fees & Payments. As consideration for the Services, Client shall pay to Willow the amounts specified on Exhibit 1 attached to this Agreement at the times specified therein. Subject to any restrictions on price changes which may be specified on Exhibit 1, Willow will be entitled to change any and all fees and  discounts without Client’s prior consent. 
  3. Term. The initial term of this Agreement (the “Initial Term”) shall commence on the Effective Date and continue for a period of one (1) year thereafter. After the Initial Term, the term of this Agreement shall automatically be extended for successive twelve (12) month terms (each a “Renewal Term”, and the Initial Term and all Renewal Terms, collectively, the “Term”) unless either party delivers written notice of non-renewal to the other party at least one (1) day prior to the end of the then current Term. 
  4. License. Client grants Willow permission to use Client’s name, logos, trademarks, service  marks, trade names, and brand indicia (collectively, “Marks”) on Willow’s website, affiliated websites, social  media, presentations, handouts, videos, media, and other materials (“Marketing Materials”) without Client’s  prior written consent.  
  5. Intellectual Property. Client acknowledges that Willow has developed, and will continue to develop, its own proprietary processes, methodologies, curriculum, tools, trainings, and other material related to the  provision of Services consisting of proprietary intellectual property developed by Willow in connection with its business from time to time (collectively, “Willow’s IP”). Client acknowledges and agrees that Willow is the sole owner of Willow’s IP and in no event shall any portion of Willow’s IP be considered “work made for hire” or the intellectual property of Client, and in no event shall any rights to Willow’s IP be assigned or deemed assigned to Client, except as may be explicitly set forth in any subsequent binding written agreement. Unless specified in Exhibit 1, Client is not granted the right to use, modify, distribute, transfer, or assign Willow’s IP. This Section 6, Intellectual Property, shall survive the termination of this Agreement.
  6. Confidentiality Obligation. The Parties agree that all Confidential Information is strictly confidential and not to be shared or disclosed publicly or with third parties. In the event that a need to share arises, the written consent of the other Party must be obtained in advance of any such sharing with a third party. The following exceptions apply: (1) as required by law, (2) in the event of a dispute arising out of this  Agreement, or (3) in response to inquiries from law enforcement or state or federal securities regulators (e.g., the SEC). Notwithstanding the foregoing or anything else in this Agreement, nothing shall prevent any Party from affirmatively reporting a potential violation of the securities laws to the SEC, state securities authorities, or law enforcement, even in the absence of a request or inquiry from those authorities. 

A Receiving Party may disclose Confidential Information solely to those of its Representatives who (a) require such material for the purpose of effectuating this Agreement on behalf of the Receiving Party, and (b) are informed by the Receiving Party of the confidential nature of the Confidential Information and the obligations of this Agreement and agree to abide by the terms hereof as if they were the Party hereunder. A Receiving Party shall be responsible for any disclosure of Confidential Information by its Representatives other than in accordance with the terms of this Agreement. A Receiving Party will take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information. 

Client agrees that a breach of this Section 7 constitutes immediate, irreparable harm to Willow that entitles Willow to injunctive relief, in addition to money damages. This Section 7, Confidentiality Obligation, shall survive the termination of this Agreement. 

  1. Non-Disparagement. The Parties agree that their reputation and standing in the business community is of utmost importance and that they will respect that and protect that for each other during the course of dealings under this Agreement. Consistent with that, the Parties will not in any way disparage or in any manner refer in a disparaging or unwelcoming manner as to the other Party in any communications or  dealings with third parties during the Term of this Agreement; provided, however, that nothing in this Section 8 prevents a Party from disclosing a potential violation of the securities laws to regulatory authorities or from otherwise complying with the securities laws and regulations.
  2. Regulatory Matters. Client acknowledges and agrees that Client must, at all times during the Term, be registered and in good standing with federal (e.g., the SEC) and relevant state regulatory bodies. Client agrees to  notify Willow of any complaint, investigation, litigation, reprimand, censure, restriction, suspension, barring,  enjoining, sanction, crime, or other reportable conduct required by relevant regulatory bodies (“Regulatory  Matter”) at the time that Client is first made aware. Failure to promptly notify Willow of any such Regulatory Matter constitutes a material breach of this Agreement. 

The Client shall provide Client’s (or Client’s RIA’s) current regulatory disclosure documents – Form ADV Part One, Part 2A, Part 2B, and Part 2C – as well as Client’s or Client’s RIA’s privacy policy to Willow. Client agrees that Client is responsible for providing the most up to date disclosure documents to Willow and informing Willow if an existing disclosure document needs to be replaced with a newer document. 

  1. Client’s Representations and Warranties. Clients represents and warrants the following:
  1. Neither Client nor Client’s Representatives, if any, is an ineligible person as defined under SEC Rule 206(4)-1(e)(9) (“Ineligible Person”).
  2. Neither Client nor Client’s Representatives, if any, has been found at any time by the SEC or any state to have engaged, or been convicted at any time of engaging, in any conduct specified in paragraphs (2), (3), or (5) of Section 203(e) of the Advisers Act. 
  3. Neither Client nor Client’s Representatives, if any, is subject to an order, judgment, a finding, or decree described in paragraphs (4), (7), (8), or (9) of Section 203(e) of the Advisers Act.
  4. Client’s privacy policy and the privacy policy of the RIA with which Client is registered (if applicable) permits sharing the information required to perform this Agreement.
  5. Client will adhere to applicable regulatory marketing and advertising rules, including without limitation, the SEC’s Marketing Rule. 
  1. Willow’s Representations. Willow, on behalf of itself and its Representatives, represents and warrants that it will maintain a list of all prospects who are sent marketing materials referencing the Client and will provide that list to the Client upon request. 
  2. Duty to Provide Correct, Updated Information. Client is responsible for providing Willow, through Willow’s website (https://trustwillow.com/) and in response to specific information requests from Willow, current and accurate information regarding the Client, the Client’s RIA (if applicable), the Client’s services, employees, and other information that shall be reasonably required to assist Willow in fulfilling its obligations under this Agreement. 
  3. Data Privacy. Client acknowledges and agrees that Client may have certain data privacy protection obligations under federal, state, and territorial law relating to personally identifiable information and other information. Client represents that it has appropriate policies and procedures in place consistent with all applicable laws.
  4. Independent Contractor Relationship. The Parties acknowledge and agree that the relationship between them under this Agreement is and shall remain that of an independent contractor relationship. Nothing in this Agreement or in any marketing material shall be construed as creating any association, partnership, joint venture, employment, or agency relationship by and between the Parties. Willow does not have any authority to accept any potential investment advisory client on behalf of Client. Client is not required to accept any potential client referred by Willow. 
  5. No Exclusivity. This Agreement is non-exclusive and shall not prevent Willow or Client from entering into similar arrangements with third-parties.
  6. Indemnification. Client agrees to defend, indemnify and hold harmless Willow against any and all losses, claims, demands, suits, actions, judgments, awards, damages, liabilities, costs, attorney’s fees (and all actions in respect thereof and any reasonable expenses in giving testimony or furnishing documents in response to a subpoena or otherwise related to Client’s business) including the costs of investigating, preparing or defending any such action or claim, whether or not in connection with litigation in which Willow is a party, directly or indirectly caused by, relating to, or asserted by a third party, based upon or arising out of: (a) any fraud, misrepresentation or breach of this Agreement by Client or any of its Representatives; (b) the negligence, bad faith or willful misconduct of Client or any of Client’s Representatives. 
  7. Limitation of Liability. The Parties agree that there will be no special, contingent or consequential  damages of any type under or arising out of this Agreement and that any damages will be limited to actual damages to the extent established by the Party claiming damages. In addition, under no circumstances shall Willow’s liability for damages exceed the fees paid to Willow under this Agreement. 
  8. Severability. If any provision of the Agreement is deemed unenforceable by an arbitration panel or court, or becomes inconsistent with any law or rule of any governmental or regulatory body having jurisdiction over the subject matter of this Agreement, the provision will be deemed rescinded or modified in accordance with such law or rule but, in all other respects, the Agreement will continue in full force and effect.
  1. No Waiver. Client understands that the failure of Willow or any of its affiliates to insist at any time on strict compliance with any of their rights or privileges under this Agreement is not a waiver by them of their rights and privileges under this Agreement.
  2. Choice of Law and Forum Selection. This Agreement and any dispute arising under it will be subject to and governed by the Laws of the Commonwealth of Massachusetts without regard to any state’s conflicts of law rules. Any dispute arising out of or relating to this Agreement shall be subject to final and binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. Any such proceeding shall be conducted in Boston, Massachusetts or in such other Massachusetts location agreed to by the Parties. Judgment upon any arbitration award may be entered in any Court of competent jurisdiction located in Massachusetts. Notwithstanding the foregoing, Willow may bring a lawsuit for injunctive relief for a violation of Section 7, Confidential Information, in the Courts of the Commonwealth of Massachusetts or the U.S. District Court for the District of Massachusetts, Eastern Division.
  3. Amendments. This Agreement may be amended by Willow without prior notice to Client or the Client’s written consent. To the extent that Willow materially amends this Agreement, it will provide notice to Client within 45 days of the effective date of the amendment(s).
  4. Assignment. Willow may assign the Agreement to a new party upon 30 days’ notice to Client. Client may not assign this Agreement without the prior written consent of Willow. The terms of this Agreement will remain in place/force and adopted by assignee unless otherwise agreed to in writing and signed by both Parties.
  5. Sole Beneficiary. Client agrees that Client shall be the only beneficiary of this Agreement and that there will be no third-party beneficiaries. Client shall only use the Services contemplated, and information provided, in connection with the performance of this Agreement for Client’s own use and benefit. 
  6. Termination. Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party. Notwithstanding the foregoing sentence, WAP may immediately terminate this Agreement upon material breach of any of the terms of this Agreement by Client. 

To the extent that Willow performs Services for Client for which Willow has not invoiced client prior to termination, the fees for those services are immediately due and owing on the date of termination. Client acknowledges and agrees that Client has thirty (30) days from the date of termination to pay those amounts. Any amounts that remain unpaid after the 30-day period shall accrue interest at the maximum rate allowable under Massachusetts law.  

  1. Return of Information. If either Party terminates this Agreement or if asked by a Providing Party at any time, the Receiving Party will promptly return or destroy all Confidential Information received under this Agreement, and all copies, extracts and other objects or items in which such Confidential Information may be contained or embodied, and certify in writing that it has complied with this requirement.
  2. Notices. Unless otherwise provided herein, all notices and other communications under this Agreement shall be in writing and shall be deemed given (a) when delivered by hand (with confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), or (c) on the date sent by electronic mail (with confirmation of transmission), to the parties at the addresses immediately below this Section 26 (or to such other address as a party may have specified by notice given to the other party pursuant to this provision).

If to Willow Partner Advisors, LLC:

Willow Partner Advisors, LLC

23 Paine Avenue

Beverly, MA 01965

Email: info@trustwillow.com

If to Client: To the Email or Physical Address on file at Willow.

  1. Electronic Delivery of Documents. By accepting this Agreement, Client authorizes Willow to deliver any and all disclosures (e.g., Willow’s Form ADV Part 2A) via email or using another electronic format. If Client’s email address changes, Client agrees to notify Willow of Client’s new email address immediately in writing in accordance with the notice provisions of this Agreement.

Client’s consent, if given, is effective immediately and will remain in effect unless and until Client revokes Client’s consent to electronic delivery. Client understands that it may take up to three (3) business days to process a revocation of consent to electronic delivery, and Client may receive electronic notifications in the interim. Client understands that if Client revokes Client’s consent to electronic delivery of any account communications or requests paper delivery, Willow, at its discretion, may charge Client a reasonable service fee for such method of delivery.

  1. Headings. The headings inserted at the beginning of any Section of this Agreement are for the sake of convenience only and do not constitute binding terms or interpretative guidance of the actual terms of this Agreement. 
  2. Entire Agreement. This Agreement, together with all exhibits annexed hereto, constitutes the full, complete, and exclusive agreement between the Parties with respect to the subject matter discussed herein, and supersedes and cancels any and all other agreements, understandings, representations, negotiations, or discussions, either oral or in writing, or express or implied, between the Parties and/or their Representatives. In entering into and performing under this Agreement, no Party has relied upon any promises or statements except as set forth herein. 
  3. Authority to Bind Party. Each of Willow and Client, if Client is an entity, hereby guarantee, warrant and represent to the other that the individual or individuals signing this Agreement on their behalf has the power, authority and legal capacity to sign this Agreement on behalf of and to bind all entities, corporations, partnerships, limited liability companies, joint venturers or other organizations and entities on whose behalf such individual or individuals have signed.
  4. Opportunity to Confer. By entering into this Agreement, Client acknowledges that Client has read and understands the Agreement and agrees to be bound by the Agreement and fulfill Client’s obligations set forth in the Agreement. Client acknowledges that Client had an opportunity to confer with legal counsel before entering into this Agreement.

EXHIBIT 1 

SERVICE OFFERINGS AND FEES

This Exhibit I to the Promoter Agreement (“Agreement”) sets forth the Services and related Fees under the Agreement, which is incorporated herein by reference. 

1. Certificates. The terms set forth below apply to all certificates issued by Willow to Client  (“Certificates”) and annual continuing education services. 

a. Principles of Conduct. Client agrees to uphold Willow’s Principles of Conduct  (“Principles”) set forth at https://docs.trustwillow.com/Willow-Principles-and-Ethical-Conduct.pdf including an attestation of ethical conduct. Client must attest to upholding the Principles as a requirement of earning a Certificate and annually thereafter. Willow may update the Principles without notice to Client. A violation of the Principles constitutes a material breach of the Agreement. 

b. Marketing. Client, upon completion of all requirements for earning a Certificate, may use Willow’s Certificate name and badge in Client’s marketing materials. Client may advertise their Certificate without the prior written consent of Willow so long as Client upholds the Principles and promptly reports any Regulatory Matter as required under Section 9 of the Agreement. Willow reserves the right, in its sole discretion, to revoke the Client’s Certificate upon learning of a Regulatory Matter, a violation of the Principles, or a breach of this Agreement. Willow is not responsible for Client’s compliance with any applicable laws or regulations, including without limitation the SEC’s Marketing Rule. 

c. Qualifications. Client must complete all requirements to earn a Certificate. Client must be current in their payments to Willow to continue to use marks and reference Client’s Certificate in public facing  materials. 

d. Fees & Payment. $800 per year. 

2. Consumer Referrals. The terms set forth below apply to Willow’s consumer referral services and Client’s listing in the Willow Directory (“Directory”).  

a. Referral of Consumers. Willow will electronically evaluate potential consumers to determine whether they are an appropriate match or fit for referral to Client for services based upon Willow’s proprietary criteria. To the extent that a potential consumer accepts investment advisory services from Client after a referral from Willow, that consumer is a “Solicited Client.” Potential clients will be referred to Client beginning on the date that Client completes a Certificate (“Certificate Date”) and continuing for a period of (1) year from the Certificate Date. Renewal payments for Consumer Referrals will be  made on the (1) year anniversary of the initial purchase date of Consumer Referrals. 

b. Methods of Delivery of Services. Willow shall introduce potential investment advisory clients and provide information about the Client through Willow’s website and through other methods. The solicitation services are typically provided through Promoter’s website at https://trustwillow.com/, but may also include other websites, contacts, and means of communication. Willow is an Internet-only RIA. The scope of its investment advice is limited to assessing various client inputs and then recommending Client or other IARs as potential investment advisers. To the extent that a prospect becomes a Solicited Client, all investment advice will be provided by Client. Willow will keep as confidential any information obtained by the Solicited Client in connection with this Agreement, which will not be disclosed without the prior consent of the Solicited Client.

c. Fees & Payment. The fee for referral services is between $395 and $5,195 per year. 

d. Program Participation. All Service Fees are non-refundable; no refunds or credits for partial months of the Subscription, downgrades, or unused Services are permitted. The Client acknowledges that all payments made to the Promoter under this Agreement are non-refundable, including in the event of withdrawal, dissatisfaction, or perceived lack of results. The Promoter does not represent or warrant that participation in the Program will result in any particular volume or quality of Leads, Referrals, or Business Outcomes.

e. Data Reporting. On an annual basis and/or upon request from Willow, Client shall provide Willow with the following information relating to Solicited Clients.

For all referrals sent to me by Willow, I have generated  the following in new assets under management:  

Check one:

$0 – $99,999 

$100,000 – $249,999 

$250,000 – $499,999

$500,000 – $999,999

$1,000,000 – $2,499,999

$2,500,000 – $4,999,999

$5,000,000+

Over the last year, the average account size I have opened from Willow generated leads has been:

Check one:

$0 – $99,999 

$100,000 – $249,999

$250,0001 – $499,999

$500,000 – $999,999

$1,000,000 – $2,499,999

$2,500,000 – $4,999,999

$5,000,000+

I have provided the following services to clients referred to me by Willow:

Check all that apply:

Investment Account Management

Retirement Planning

Financial Planning for a Fee

Accounting Services

Trust Services

Tax Planning and/or Filing

Financial Coaching 

Divorce Planning

3. Coaching. The terms set forth below apply to Willow’s coaching services. 

a. Session Length. Sessions are 60 minutes. 

b. Fees & Payment: $300 per Client session.

4. Content. The terms set forth below apply to Willow’s content services.

a. Deliverables. Content is provided as-is, based on Willow’s proprietary templates, brand guidelines, and expertise. 

b. Fees & Payment: The fee for on-demand content is $495 per year. All payments are non-refundable.

c. Usage: Content is intended for us as provided and may not be edited, repurposed, or distributed without Willow’s prior written consent.

c. No assurances: Willow does not make any assurances or representations regarding specific outcomes, engagement, or conversion from the use of content.