Terms of Service

What we do.

We host Tools, run the Marketplace, and offer membership tiers, Builder revenue share, and optional Remix (Sections 3 and 4). We support optional third-party integrations (Section 6) and review Tools for security before listing (Section 4).

What we don't do.

We don't give investment, tax, or legal advice to you or your clients, sell products to end clients, take compensation tied to client assets, make client-facing recommendations, or assume fiduciary duty to your clients.

Fees.

Membership fees are software subscription fees, not commissions, referral fees, or compensation tied to client assets or products. Current tiers and pricing are on our Pricing page (plannerxchange.ai/#pricing) and may change as described in Section 10.

Your responsibilities.

Any disclosures your firm requires, such as Form ADV or AI-use disclosures, stay with you.

Pre-release.

Parts of the Platform are in development. Features, pricing, and integrations may change (see Sections 6, 7, and 10).

Definitions

Eligibility & Account Registration

Access may be limited to invited professionals, and PlannerXchange may approve, deny, or revoke access at its discretion (see Section 9 for what happens to your Tools and accrued revenue share). By registering you confirm that you're authorized to agree to these Terms, including on behalf of your firm, that your registration information is accurate, and that your use complies with your firm's policies, including any AI-use disclosures it requires.

3.1 Ownership follows authorship.

Each Tool, and all source code, prompts, system instructions, logic, workflows, templates, knowledge files, and documentation that make up a Tool ("Builder Materials"), is owned by the person or entity that authored it. PlannerXchange does not own, and acquires no ownership interest in, any Builder Materials by reason of your account, your use of the Platform, or the listing, hosting, review, or distribution of your Tool.

3.2 Who counts as the author.

• Firms and staff. Where a Tool is written by your employee within the scope of their work, your firm is the owner. Where it's written by a contractor, ownership is governed by your agreement with them. You're responsible for having that paper in place.
• AI-assisted code. Code you create using AI tools, including prompting, directing, editing, and integrating AI-generated output, is yours as the Builder, to the fullest extent the law allows. PlannerXchange makes no claim to it.
• Third-party and open-source components. These stay subject to their own licenses. You're responsible for complying with them.

3.3 Platform Materials.

PlannerXchange owns the Platform, its brand, interfaces, SDKs, templates, and other materials PlannerXchange authored ("Platform Materials"). If you incorporate Platform Materials into your Tool, you own your Tool and your modifications, and PlannerXchange retains ownership of the underlying Platform Materials. You may use Platform Materials within the Platform in connection with your Tool. Using the Platform doesn't license you to reproduce or commercialize Platform Materials outside it.

3.4 No transfer by listing.

Listing, hosting, or reviewing a Tool doesn't assign, transfer, or implicitly license Builder Materials beyond the limited license in Section 3.5.

3.5 Limited license.

You grant PlannerXchange a non-exclusive, non-transferable, revocable license, solely while your Tool is listed plus a wind-down period of up to 30 days, to host, run, display, and distribute your Tool to Users per your listing settings. PlannerXchange will not sublicense Builder Materials except to infrastructure providers acting on its behalf under written confidentiality obligations. No Builder Materials are licensed to other Users unless you enable Remix.

3.6 Confidentiality.

PlannerXchange will treat Builder source code, prompts, and system instructions as your confidential information, limit access to personnel who need it for hosting, security review, or support, and will not use it to build, benchmark, or improve any competing or first-party tool.

3.7 No AI training.

PlannerXchange will not use Builder Materials, Tool inputs, or Outputs to train, fine-tune, or evaluate any AI model, and will only use AI providers under terms that prohibit training on customer data.

3.8 Your data.

Data you input into a Tool belongs to you. If it came from a Connected Service via API (Section 6), that provider's terms still apply.

3.9 Remix.

Remix is opt-in per Tool and revocable going forward. A Remix derivative is owned by the User who authored the modifications. The original Builder retains ownership of the original Tool. The derivative stays subject to any terms the original Builder attached to it, may not be listed on the Marketplace without the original Builder's written consent, and may not misrepresent its origin or falsely attribute the original Builder. PlannerXchange isn't liable for Builder/User disputes arising from Remix use.

3.10 Feedback.

Feedback or ideas you share with us may be used to operate and improve the Platform, without compensation or attribution owed to you.

Feedback does not include Builder Materials or Tool functionality.

Marketplace, Publishing & White-Label Terms

Users on eligible Membership Tiers may white-label a Tool (apply their own branding to it). You're responsible for the accuracy and compliance of any branding, disclosures, or client-facing language you add, and PlannerXchange may remove a white-labeled deployment that violates these Terms, applicable law, or third-party rights. White-label features may also be offered as Beta Features (Section 7) and can change before general availability.

Marketplace Publishing & App Submissions

Before a Tool is published and listed on the Marketplace, it goes through PlannerXchange's internal security review. PlannerXchange may reject, delist, or suspend any Marketplace listing at its discretion, including after publication, for security, legal, or quality concerns. Builders are solely responsible for maintaining, supporting, and updating their published Tools.

Builders are responsible for the accuracy of claims they make about a Tool's capabilities.

PlannerXchange will not modify your Tool's code without your consent. Reviewers are bound by confidentiality (Section 3.6), and review doesn't expand the license in Section 3.5.

Builder Revenue Share

Builders may earn revenue share on Tools they publish, at the rates shown on our Pricing page. Revenue share is compensation for sharing your tools and planning framework with other advisors, much like being paid to present a webinar or event for your peers, or to license a book or course. It is paid by PlannerXchange from software subscription fees collected from other advisors. It is not advisory compensation, and it is not paid by clients or product providers or tied to any client transaction or product sale.

You accept full professional responsibility for any advice you deliver that is informed by or derived from a Tool's Output, and for keeping records of that use consistent with your own recordkeeping obligations.

Marketplace Tools & Builder-Published Content

Tools published by Builders, including white-labeled and beta Tools, are subject to the same standard. Builders are responsible for the accuracy of claims they make about a Tool's capabilities (Section 4). PlannerXchange does not guarantee that any Tool is suitable for a specific client, jurisdiction, or planning situation.

Third-Party Integrations & Communications

A. Third-Party Data Integrations

• Integrations may change or be discontinued at any time.
• Verify any data pulled from a Connected Service before relying on it for a client.

Security, Data & Privacy

What We Store

We process your account data, usage data, and anything you input into a Tool, to operate the Platform and communicate with you.

We'll notify affected Users within 72 hours of confirming a security incident.

Tools may route inputs to third-party AI providers. See Section 3.7 for our commitment on AI training, and review each Tool's disclosures before compliance-sensitive use.

Beta Program & Beta Features

Beta Features should not be relied on as your sole compliance, planning, or client-service system. By using a Beta Feature, you agree to provide feedback on request, which PlannerXchange may use to improve the Platform without compensation to you.

Community, Presenter & Event Content

A. Community & Feedback Channels

PlannerXchange may moderate, remove content from, or close a Community Space at its discretion. Feedback shared there is subject to Section 3, and comments there aren't professional advice.

B. Presenter & Event Terms

"Presenter Content" means anything you present, plus any recording or materials from an event. If you present, demonstrate, or otherwise appear in a PlannerXchange-hosted event or recorded session (including "AI Lunch Club"), you grant PlannerXchange a license to record, edit, and reuse the session and your Presenter Content, including on YouTube, the Platform, and marketing materials.

This license excludes your source code, system prompts, and anything you mark confidential before the session.

You represent that you hold the rights to what you present and won't disclose confidential or nonpublic client information. You remain responsible for your own compliance review. PlannerXchange may edit, decline to publish, or remove a recording at its discretion.

Disclaimer of Warranties

THE PLATFORM AND ALL TOOLS, INCLUDING BETA FEATURES, WHITE-LABEL DEPLOYMENTS, MARKETPLACE LISTINGS, AND CONNECTED SERVICES, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. PLANNERXCHANGE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, REGULATORY COMPLIANCE, OR PROFESSIONAL SUFFICIENCY.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PLANNERXCHANGE AND ITS OWNERS, OFFICERS, EMPLOYEES, BUILDERS, AND AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSSES FROM RELIANCE ON AN INACCURATE TOOL OUTPUT, A BETA FEATURE, A CONNECTED SERVICE, A WHITE-LABEL DEPLOYMENT, REGULATORY ACTIONS, CLIENT CLAIMS, COMPLIANCE FAILURES, OR PROFESSIONAL DISCIPLINE, EVEN IF PLANNERXCHANGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Our total liability is capped at what you've paid us in the past 12 months.

Indemnification

You agree to defend, indemnify, and hold harmless PlannerXchange and its owners, officers, employees, Builders, and affiliates from claims arising from: violating these Terms; relying on an Output without Professional Validation; a Beta Feature, Connected Service, or White-Label Deployment you used; or any client claim arising from your Platform use.

PlannerXchange may suspend or terminate your account for material violation of these Terms, including false registration, Platform use creating legal or regulatory risk for PlannerXchange, or non-payment of membership fees. You may cancel at any time; cancellation of a paid membership takes effect at the end of the current billing period. Revenue share accrued before termination will be paid on the standard schedule. On delisting or termination, PlannerXchange's license to your Builder Materials ends after the wind-down period in Section 3.5. Sections 3.1-3.4, 3.6, 3.7, 8, and 10 survive termination.

Governing Law & Disputes

These Terms are governed by the laws of the State of Pennsylvania, without regard to conflict-of-law principles. Disputes that cannot be resolved informally shall be submitted to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and Mediation Procedures in Philadelphia, Pennsylvania. Each party waives the right to participate in any class action or class arbitration.

Either party may seek court injunctive relief to protect intellectual property or confidential information.

Modifications

PlannerXchange may update these Terms at any time. Material changes will be communicated by email and/or Platform notice at least 14 days before the effective date. Continued use after the effective date constitutes acceptance. If you do not agree to updated Terms, cancel before the effective date.

The tier and rates in effect when you subscribe or publish apply until they're changed under this Section. We'll give at least 30 days' notice by email or Platform notice before any change that increases your fees or reduces your revenue share.

Contact

• Contact: aditi@plannerxchange.ai or Dillon@plannerxchange.ai