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This Participating Vendor Agreement is entered into by and between ProAdvisorSuite™ and Vendor.

WHEREAS, PAS is in the process of establishing a tech bundling offer for Registered Investment Advisors, wherein RIAs become members and receive discounts across all vendor participants;
WHEREAS, Vendor wishes to participate as a provider in the tech bundling offer and offer discounts on its services/products to members of PAS;

NOW, THEREFORE, in consideration of the premises and covenants contained herein, PAS and Vendor (collectively referred to as the "Parties") agree as follows:
This Participating Vendor Agreement is entered into by and between ProAdvisorSuite™ and Vendor.
1. Participation and Discounts:
1.1 Vendor agrees to provide a discount of up to 20% on its services/products to RIAs who are members of PAS and meet the specified usage criteria, as described in the email communication and subject to modification by mutual agreement.
1.2 The discount structure for RIAs is as follows:
- If an RIA uses 0-4 of the providers, they shall receive a 10% discount across those four.
- If an RIA uses 5-8 providers, they shall receive a 15% discount.
- If an RIA uses 9 or more providers, they shall receive a 20% discount.

2. Dedicated Representative:
2.1 Vendor shall provide a dedicated representative who will serve as a point of contact for PAS and its members.

3. Participation Fee:
3.1 Vendor shall pay a monthly participation fee of $1,000 to PAS, payable within 15 days of receiving an invoice from PAS.

4. Integration and Dashboard:
4.1 Vendor shall cooperate with PAS to facilitate the integration of Vendor's services/products into PAS's dashboard system, where RIAs will indicate their usage of Vendor's services/products.
4.2 Vendor acknowledges that RIAs will have the option to switch to Vendor's services/products to unlock additional discounts, as described in the email communication.

5. Term and Termination:
5.1 This Agreement shall commence on the Effective Date and continue in force until terminated by either Party upon 30 days' written notice.
5.2 In the event of termination, Vendor shall fulfill any outstanding obligations for discounts to RIAs who have already qualified.

6. Confidentiality:
6.1 Both Parties shall keep confidential any non-public information exchanged during the course of this Agreement.

7. Governing Law:
7.1 This Agreement shall be governed by and construed in accordance with the laws of New York, without regard to its conflict of laws principles.

8. Entire Agreement:
8.1 This Agreement constitutes the entire agreement between the Parties and supersedes all prior oral or written agreements, understandings, or representations.