Indemnification Policy

1 Purpose & Scope

This Indemnification Policy ("Policy") outlines the obligations, rights, and procedures governing indemnification between WealthGuard Financial Technologies, Inc. ("WealthGuard," "we," "our," or "us") and its users, clients, contractors, and third-party partners (collectively, "Indemnifying Party") in connection with the use of WealthGuard's personal finance platforms, APIs, advisory services, and related offerings (collectively, the "Services").

By accessing or utilizing the Services, you acknowledge that you have read, understood, and agree to the terms set forth in this Policy, which supplements and operates in conjunction with our Terms of Service and Privacy Policy.

2 Indemnification Obligations

The Indemnifying Party agrees to indemnify, defend, and hold harmless WealthGuard, its affiliates, officers, directors, employees, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees), and settlements arising out of or relating to:

• Any breach of this Policy or the Terms of Service by the Indemnifying Party;
• The Indemnifying Party's misuse of the Services, including unauthorized access, data manipulation, or violation of applicable financial regulations;
• Any user-generated content, data, or instructions provided by the Indemnifying Party through WealthGuard's platforms or APIs;
• Claims by any third party alleging that the Indemnifying Party's use of the Services infringes upon intellectual property rights, trade secrets, or proprietary financial models;
• Violations of applicable federal, state, or international laws, including but not limited to SEC regulations, FINRA guidelines, and anti-money laundering statutes.

3 Notice & Cooperation Requirements

To trigger indemnification rights under this Policy, the Indemnifying Party must provide WealthGuard with prompt written notice of any claim, action, or proceeding ("Claim") that may give rise to indemnification obligations. Notice must include sufficient detail to allow WealthGuard to evaluate and respond to the Claim.

Failure to provide timely notice may relieve the Indemnifying Party of indemnification obligations only to the extent such failure materially prejudices WealthGuard's ability to defend against the Claim. The Indemnifying Party shall fully cooperate with WealthGuard in the defense or settlement of any Claim, including granting access to relevant records, data, and personnel at no additional cost.

4 Limitations & Exclusions

This Policy shall not apply to Claims arising from:

• WealthGuard's gross negligence, willful misconduct, or intentional breach of contractual obligations;
• Claims resulting from WealthGuard's failure to maintain appropriate cybersecurity standards as disclosed in our Security & Compliance Documentation;
• Any consequential, incidental, or punitive damages where prohibited by applicable law;
• Claims covered under WealthGuard's professional liability insurance or third-party carrier policies.

Indemnification obligations under this Policy are continuous and shall survive termination or expiration of the Services agreement for a period of three (3) years, except for claims related to intellectual property infringement or data privacy violations, which shall survive indefinitely.

5 Governing Law & Dispute Resolution

This Policy shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. Any disputes arising under or in connection with this Policy that cannot be resolved through good-faith negotiation shall be submitted to binding arbitration in Wilmington, Delaware, in accordance with the rules of the American Arbitration Association.

WealthGuard and the Indemnifying Party expressly waive any right to a trial by jury or to participate in a class-action lawsuit related to this Policy.

6 Contact & Compliance

For questions regarding this Indemnification Policy, compliance inquiries, or to report potential indemnification claims, please contact our Legal & Compliance Department:

WealthGuard reserves the right to modify this Policy at any time. Material changes will be communicated via email and platform notification. Continued use of the Services following such modifications constitutes acceptance of the updated terms.