Terms of Service & Master Service Agreement

Master Service Agreement

This Master Service Agreement ("Agreement") is entered into between Stoke Financial Technology, LLC ("Stoke," "we," "us," or "our") and the financial advisor, registered investment adviser, or firm identified during account registration ("Customer," "you," or "FA"). This Agreement governs your access to and use of the Stoke platform (the "Platform").

By completing the sign-up process, starting a free trial, or making a payment, you agree to be bound by this Agreement. If you do not agree, do not use the Platform.

1. Platform Description

Stoke provides an AI-powered outreach automation platform that assists independent registered investment advisers (RIAs) and financial advisors ("FAs") in drafting, sequencing, and sending prospecting email campaigns to identified prospects.

Stoke is a technology platform — not a compliance consultant, legal adviser, securities broker-dealer, or investment adviser. Nothing on the Platform constitutes compliance advice, legal advice, or any recommendation regarding FINRA, SEC, or state regulatory obligations.

2. Subscription and Pricing

Stoke offers one subscription plan at $997 per month ("Subscription Fee"), billed monthly. The Subscription Fee grants one FA account holder access to the Platform. Stoke reserves the right to change pricing with 30 days' written notice to active subscribers.

3. Free Trial and Conversion

Stoke offers a 14-day free trial for new customers. To start a trial, you must provide a valid payment method (credit card or debit card). By providing payment information, you authorize Stoke to:

• Place an authorization hold on your card at trial start to verify it is valid;
• Charge the full Subscription Fee of $997 on or after day 14 of your trial period ("Conversion Date") unless you cancel before the Conversion Date.

Trials auto-convert to a paid monthly subscription on the Conversion Date. You will receive an email reminder before the Conversion Date. To cancel before conversion, contact us at sam@stokefin.com or cancel through the Platform.

4. Cancellation and Termination

• Cancel anytime: You may cancel your subscription at any time by written notice to Stoke or through the Platform dashboard. Cancellations take effect at the end of the current billing period. No prorated refunds are issued.
• Termination by Stoke: Stoke may suspend or terminate your account immediately for material breach of this Agreement, non-payment, or violation of the Acceptable Use Policy.
• Effect of termination: Upon termination, your access to the Platform ceases. Sections 6 (FA Compliance Responsibility), 7 (Indemnification), 8 (Limitation of Liability), 9 (Audit Trails), and 10 (Data and Privacy) survive termination.

5. Fees and Payment

All fees are billed in U.S. dollars. You authorize Stoke to charge your payment method on file on each monthly billing date. If payment fails, Stoke may suspend your account and retry the charge. Outstanding balances accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower).

6. FA Compliance Responsibility — Critical Term

Each FA is independently licensed and regulated. You are solely and exclusively responsible for:

• Ensuring all outreach copy generated, reviewed, and sent through the Platform complies with applicable FINRA rules (including FINRA Rule 2210), SEC regulations (including Rules 17a-3 and 17a-4 under the Exchange Act and applicable Advertising Rules under the Advisers Act), and all applicable state securities laws and regulations;
• Reviewing and approving every email or communication before it is sent through the Platform;
• Maintaining your own supervisory procedures covering third-party platform use and automated outreach, as required by your firm's compliance policies and FINRA/SEC rules;
• Obtaining any required pre-approval from your broker-dealer or compliance officer before using the Platform or sending any outreach;
• Verifying that your prospect list is lawfully obtained, does not violate CAN-SPAM, TCPA, or applicable state law, and that recipients have not opt-ed out of contact;
• Ensuring all communications include required disclosures (firm name, registration status, address, and any other required legend).

Stoke does not pre-screen, pre-approve, or certify any outreach copy for regulatory compliance. AI-generated copy is a drafting aid only. You must review every piece of copy before sending. No copy is sent without your explicit action.

7. Indemnification

You agree to defend, indemnify, and hold harmless Stoke, its officers, directors, employees, contractors, and agents (collectively, "Stoke Parties") from and against any and all claims, demands, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Platform;
• Any outreach communications sent through the Platform by you or on your behalf;
• Your violation of FINRA, SEC, or any other applicable regulatory requirement;
• Your breach of this Agreement or the Acceptable Use Policy;
• Any third-party claim that your outreach communications were false, misleading, deceptive, or in violation of applicable law;
• Your violation of any third party's rights, including intellectual property, privacy, or publicity rights.

This indemnification obligation survives termination of this Agreement.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• STOKE'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM IS LIMITED TO THE TOTAL SUBSCRIPTION FEES PAID BY YOU TO STOKE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• STOKE IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST BUSINESS, REGULATORY FINES, SANCTIONS, OR PENALTIES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF STOKE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• STOKE IS NOT LIABLE FOR ANY REGULATORY ACTION TAKEN AGAINST YOU BY FINRA, THE SEC, ANY STATE SECURITIES REGULATOR, OR ANY OTHER GOVERNMENTAL BODY IN CONNECTION WITH YOUR USE OF THE PLATFORM.

9. Audit Trails and Recordkeeping

Stoke maintains audit logs of email activity through the Platform, including:

• Email copy (subject line and body) for each outreach sent;
• Send timestamps (date and time);
• Recipient email addresses and prospect identifiers;
• Delivery status (sent, opened, replied, bounced);
• FA account identifier associated with each send.

Ownership of audit data: Stoke owns the Platform infrastructure and audit log records as operational data. You own the underlying prospect data you upload and the outreach copy you approve. Stoke grants you access to your audit trail during your active subscription.

Recordkeeping compliance: You are responsible for meeting your own books-and-records obligations under applicable FINRA/SEC rules. Stoke's audit logs are provided as a convenience and do not constitute a substitute for your firm's recordkeeping obligations. Export your audit data regularly via the Platform's export tools.

10. Data, Privacy, and Portability

Your data: Prospect data, SMTP credentials, and email copy you upload or approve remain yours. You grant Stoke a limited, non-exclusive license to use this data to operate the Platform on your behalf.

Data portability: You may export your prospect list, campaign history, and audit trail in CSV format at any time through the Platform dashboard.

Data deletion: Upon cancellation or termination, you may request deletion of your data by emailing sam@stokefin.com. Stoke will delete personally identifiable data within 30 days of confirmed receipt of a deletion request, except as required to maintain audit trails for legal or regulatory purposes (retained for up to 7 years).

Stoke's use of data: Stoke does not sell your prospect data or outreach copy to third parties. Stoke may use aggregated, de-identified usage data to improve the Platform.

SMTP credentials: You provide your own SMTP sending credentials. Stoke stores these credentials securely and uses them only to send outreach emails on your behalf. You remain responsible for the security and access controls of your email account.

11. Intellectual Property

Stoke retains all ownership of the Platform, including all software, models, AI systems, interfaces, and underlying technology. You receive a limited, non-exclusive, non-transferable license to use the Platform during your subscription period.

Outreach copy generated with AI assistance and approved by you is owned by you. Stoke retains no rights to your approved copy beyond operating the Platform.

12. Confidentiality

Each party agrees to keep confidential the other party's non-public information disclosed in connection with this Agreement and to use such information only to perform under this Agreement. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law or regulation.

13. Warranties and Disclaimers

Stoke warrants that the Platform will perform materially as described under normal use conditions. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. STOKE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. STOKE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

No compliance warranty: STOKE MAKES NO WARRANTY THAT THE PLATFORM, ANY AI-GENERATED COPY, OR ANY OUTREACH CAMPAIGN COMPLIES WITH FINRA RULES, SEC REGULATIONS, OR ANY OTHER APPLICABLE LAW OR REGULATION. COMPLIANCE IS SOLELY YOUR RESPONSIBILITY.

14. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles. Any dispute arising out of this Agreement that cannot be resolved informally shall be submitted to binding arbitration in accordance with the JAMS Streamlined Arbitration Rules. The arbitration shall take place in [City, State]. The prevailing party shall be entitled to recover reasonable attorneys' fees.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

15. Miscellaneous

• Entire Agreement: This Agreement (including the AUP and Copy Compliance Rider) constitutes the entire agreement between the parties with respect to the Platform and supersedes all prior agreements.
• Amendments: Stoke may amend this Agreement by providing 30 days' written notice. Continued use of the Platform after the notice period constitutes acceptance.
• Assignment: You may not assign this Agreement without Stoke's written consent. Stoke may assign freely in connection with a merger, acquisition, or sale of assets.
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force.
• Waiver: No waiver of any provision shall be effective unless in writing.
• Notices: Notices to Stoke shall be sent to sam@stokefin.com. Notices to you shall be sent to the email address on file for your account.

Acceptable Use Policy & Platform Terms

This Acceptable Use Policy ("AUP") governs what financial advisors and their authorized users ("FA Users") may and may not send through the Stoke Platform. Violation of this AUP is grounds for immediate suspension or termination of your account under the MSA.

1. Permitted Use

The Platform may be used solely for:

• Legitimate professional prospecting outreach to individuals who may qualify as investment advisory clients under your registration and regulatory scope;
• Outreach campaigns where you have a lawful basis for contact (e.g., publicly available professional information, existing professional relationship, or other lawful basis);
• Communications that accurately identify you, your firm, your registration status, and include all disclosures required by FINRA and/or the SEC;
• Content that you have personally reviewed, approved, and taken responsibility for prior to sending.

2. Prohibited Content

You may not use the Platform to send any communication that:

• Contains false, misleading, or exaggerated statements or claims about investment performance, returns, qualifications, or credentials;
• Constitutes a securities offering, solicitation of orders for securities, or specific investment recommendation in violation of applicable law;
• Uses testimonials, endorsements, past specific investment recommendations, or hypothetical performance in violation of FINRA Rule 2210 or the SEC's Marketing Rule (17 CFR 275.206(4)-1);
• Omits material disclosures required by your regulatory status (e.g., required legends, registration disclosure, fee disclosure);
• Targets individuals on the National Do Not Call Registry without proper consent;
• Constitutes spam, bulk unsolicited commercial email, or violates CAN-SPAM Act requirements;
• Impersonates any person, firm, or regulatory body;
• Contains discriminatory, harassing, defamatory, or illegal content;
• Contains malware, phishing attempts, or deceptive links;
• Violates any third party's intellectual property or privacy rights.

3. Prohibited Recipients

You may not use the Platform to contact:

• Individuals who have previously opted out of your communications or requested no further contact;
• Stoke's internal suppression list (maintained for deliverability and legal compliance);
• Individuals in jurisdictions where you are not licensed or registered to offer investment advisory services;
• Minors or individuals who lack legal capacity to enter into financial services agreements.

4. Volume and Sending Limits

Stoke sets sending volume limits as needed to maintain deliverability and comply with email service policies. Stoke reserves the right to throttle or pause sending without notice if we detect patterns consistent with spam, abuse, or platform misuse. You agree not to attempt to circumvent sending limits.

5. Your SMTP Account

You provide your own SMTP sending credentials. You are responsible for:

• Ensuring your email account has proper SPF, DKIM, and DMARC configurations to minimize bounce and spam risk;
• Maintaining the security of your SMTP credentials and promptly notifying Stoke if you believe they have been compromised;
• Ensuring your sending domain has not been blacklisted.

6. Prospect Data Quality

You represent and warrant that:

• Prospect data you upload was obtained lawfully;
• You have the right to use this data for the purpose of professional prospecting outreach;
• Your prospect list does not contain contacts you are legally prohibited from contacting.

7. Monitoring and Enforcement

Stoke reserves the right (but has no obligation) to review outreach copy flagged by our internal AI compliance review system. Flagged copy will not be sent until reviewed and either approved by Stoke or re-approved by you after modification. Stoke may suspend or terminate accounts that repeatedly generate non-compliant content.

Stoke's review does not constitute a compliance certification. Your approval remains required, and compliance responsibility remains exclusively yours.

Copy Compliance Rider

This Copy Compliance Rider ("Rider") forms part of the Master Service Agreement between Stoke and FA Customer. This Rider must be completed for each outreach campaign or email sequence before activation.

FA Certification

By activating a campaign on the Stoke Platform (electronically, by clicking "Launch Campaign" or equivalent), the FA identified on the account certifies and represents the following with respect to all email copy included in that campaign:

1. I have personally reviewed all outreach copy in this campaign, including subject lines, email body text, and any postscripts or signatures, prior to launching this campaign.
2. The copy complies with FINRA Rule 2210 (Communications with the Public), including the prohibition on false, exaggerated, or misleading statements.
3. The copy complies with applicable SEC regulations, including the Marketing Rule (17 CFR 275.206(4)-1) for registered investment advisers, and does not contain prohibited testimonials, endorsements, or performance claims without required disclosures.
4. All required disclosures are included, including my firm name, CRD/registration number, business address, and any required legends under applicable rules.
5. I have supervisory review approval (if required by my firm's written supervisory procedures or applicable regulatory requirements) before sending.
6. The prospect list for this campaign was lawfully obtained, does not include individuals on our suppression list or who have requested no contact, and does not include individuals in jurisdictions where I am not licensed or registered.
7. I understand that Stoke's AI drafting tools are not a compliance review service and that my review and approval is the only compliance review applicable to this campaign.
8. I accept sole regulatory responsibility for this campaign and agree that Stoke bears no liability for any FINRA, SEC, or other regulatory action arising from this campaign.

Audit Record

Each campaign activation creates an immutable audit log entry in the Platform containing:

• Timestamp of campaign activation;
• FA account identifier;
• Campaign ID and all associated email copy;
• Prospect count and list identifier;
• Electronic acknowledgment of this Rider (recorded per campaign launch).

This audit record is your record of having confirmed compliance review. Export it regularly via the Platform's audit export tools. You are responsible for retaining it in accordance with your firm's books-and-records obligations.

No Pre-Approval by Stoke

Stoke's internal AI copy review flag (if triggered) is an operational tool designed to catch obvious drafting issues. It is not a FINRA or SEC pre-approval, and Stoke's clearance of a flag does not constitute a compliance certification. Your obligation under this Rider exists regardless of whether the internal flag was triggered on any given campaign.