Attachment C
Product-Specific Terms and Conditions
Unless expressly specified otherwise in the Order Form, the following terms apply to the applicable Red Oak platforms and third-party products purchased under the Order Form.
A.Compliance Platform.
1.Overview. The Red Oak Compliance platform is a compliance and advertising review environment enabling clients to manage workflows, users, and integrations. Access to the platform is purchased via the Platform fee and the specific products included are based on the Package Selected and the Committed Volume. Product and package descriptions are included in Sections A.5. and A.6. below.
2.Pricing Definitions:
“Books and Records Unit” or “BRU” means the unit of measure used to track usage under both the Essential Package and the Premium Package. One (1) BRU is consumed per submission. If one or more documents are attached to a submission, the number of attached documents — rather than the submission itself — determines the BRU count for that submission. The BRU Tier is based on the contracted volume and the package selected by the Client.
BRU Calculation Examples:
1 submission / 0 attached documents / 1 BRU consumed
1 submission / 1 attached document / 1 BRU consumed
1 submission / 2 attached documents / 2 BRUs consumed
1 submission / 10 attached documents / 10 BRUs consumed
(a)“Contract Year” means the first twelve-month period immediately following the Effective Date and each successive twelve-month period during the Subscription Term thereafter.
(b)“Essentials Package” includes Ad Review, AI Review and Enhanced Review.
(c)“Platform Fee” means the recurring fee payable by Client for access to the Red Oak Compliance Solution, based on Assets Under Management (AUM) of the Client’s customers.
(d)“Premium Package” includes Ad Review, AI Review, Enhanced Review, Disclosure Manager, Disclosure Intelligence, FINRA AREF, Submission API and Sandbox.
3.Committed Quantities and Overages.
(a)If Client’s BRU consumption during any Contract Year exceeds its contracted annual BRU entitlement, Client will automatically be elevated to the next highest BRU tier. The full fee differential between the original tier and the next highest tier will be invoiced to Client, with no proration, and will be due in accordance with the payment terms set forth in the MSA. Client will remain at such higher tier for the remainder of the Term.
(b)Client may escalate up to two (2) tiers above the originally contracted BRU entitlement in accordance with this Section. If in any given Contract Year Client uses all of the contracted BRU’s as well as the BRU’s included in the two (2) tiers above the originally contracted BRU entitlement then continued use of the Software will result in the consumption of BRUs that will be billed by Red Oak at its then-current prices.
4.Implementation Services.
(a)Implementation consists of Red Oak provisioning a production instance, performing initial setup, and collaborating with Client’s project team to configure the system. The implementation includes:
•Live Production Environment provisioning
•Initial user setup and loading via Excel template
•Workflow configuration and setup
•Questions and answers setup (user-defined fields)
•SSO configuration
•Iterative online sessions to refine configuration and share best practices
•Live online meetings to train initial end users and administrators
•Reasonable live online assistance to train subsequent end users (train-the-trainer model)
•Test/Sandbox Environment provisioning (if applicable)
•Assistant with API integration setup (if applicable)
(b)Red Oak will promptly reach out to schedule a kickoff call. The kickoff call will introduce project team members from both parties, establish roles and responsibilities, identify project constraints, set milestones, and assign sub-project owners.
(c)Client Responsibilities During Implementation. Client will:
•Designate a Project Manager as primary contact
•Provide user/tester list
•Identify stakeholders and roles
•Attend implementation meetings
•Enter a Sample Submission to validate the configuration
•Articulate refinements to workflows
•Attend periodic check-ins
5.Product definitions:
Product | Module | Description | Availability |
Ad Review | Ad Review | Ad Review is Red Oak's core marketing content review platform. Marketing, compliance, legal, and business stakeholders collaborate through parallel reviews, automated notifications, document annotation, and version comparison, with a complete audit trail on every submission. All workflow and rules configurations are included. | All Packages |
AI Review | AI Review scans marketing material and provides Compliance-Grade AITM feedback to submitters before human review begins and/or reviewers to highlight the biggest areas of concern. AI Review reduces review cycles, reviewer burden, and time-to-approval. | ||
Submissions Report | The Submission Report provides a complete, time-stamped audit trail of a single marketing submission, allowing easy gathering of all relevant data pertaining to a submission for audit preparedness or archival purposes in a single PDF document. | ||
Enhanced Review | Enhanced Review adds side-by-side document comparison and in-platform annotation for Microsoft Office files, enabling reviewers to confirm changes and mark up documents natively within Red Oak. Included are annotation on PDFs, video, and audio files. | ||
Disclosure Manager | Disclosure Manager | Disclosure Manager is a centralized library and management system that serves as the single source of truth for all firm disclosures. The platform supports importing, exporting, versioning, usage instructions, and language variations, with a full audit trail. | Premium Only |
Disclosure Intelligence | Disclosure Intelligence enables Clients to define required disclosures based on attributes such as document text, content type, audience, and distribution channel. It identifies which disclosures should appear on a given document and flags any that are missing or extraneous, incorporating Client's policies and procedures directly into the review workflow. | ||
Registration Management | Registration Management automates licensing and registration tracking for firm representatives, with an API interface to update FINRA data simultaneously — reducing manual data entry and the risk of registration discrepancies. Note: FINRA charges separately for access to their API. | Add-on | |
APIs | Submission API | The Submission REST API is an industry-standard programmatic interface that allows developers (or third parties) to interact with Red Oak submissions. Common uses include integration with marketing systems to create submissions, distribution of approved material, pulling expired material, feeding data to reporting solutions, and more. | |
User Management API | The User Management REST API is an industry-standard programmatic interface that allows developers (or third parties) to manage users, enabling automated user activation/deactivation, group membership, and visibility profiles. This API is essential for organizations with large numbers of users or complex hierarchies, enabling integration of a backend hierarchy or directory with Red Oak’s user profiles. | ||
Annotations API | The Annotations API allows direct connection to Red Oak to send annotations and embed them into PDF documents or retrieve existing document annotations. | ||
Disclosure API | The Disclosure REST API is an industry-standard programmatic interface that allows developers (or third parties) to retrieve disclosures and metadata from Disclosure Manager for use in other systems. | ||
Registration API | The Registration API provides programmatic access to individual registration records managed within Red Oak's platform. It supports retrieving full or abbreviated individual records and updating individual-level attributes — the core read and write operations for registration data integrations. |
6.Package Descriptions.
(a)Essentials Package includes Ad Review, AI Review and Enhanced Review.
(b)Premium Package includes Ad Review, AI Review, Enhanced Review, Disclosure Manager, Disclosure Intelligence, FINRA AREF, Submission API and Sandbox.
B.Distribution Platform.
1.Overview: The Distribution Platform contains two modules. The “4U Connect” module allows investment companies to efficiently connect across wealth management companies and platform providers for the submission, review, and approval of marketing resources. The “4U Engage” module consists of two components: 4U Engage Dashboard and 4U Engage Analytics. 4U Engage Dashboard allows advisors to directly access all approved investment company resources through the 4U advisor dashboard or through APIs integrated into their firm’s existing desktop tools. 4U Engage Analytics provides investment companies with analytics regarding resource usage and advisor engagement. Descriptions of Services are available at http://redoak.com/product-descriptions.
2.Pricing Definitions:
(a)“Content Record” means any unexpired unit of content with a status of “Available” in the 4U Platform.
(b)“Total Firm Assets” means the greater of: (1) the Client’s “Regulatory Assets Under Management” (RAUM) plus “Assets Under Advisement” as reported on the most recent calendar year-end Form ADV filed with the Securities and Exchange Commission, or (2) the amount disclosed asClient’s “Total Firm Assets” (or similar term) as made publicly available within Client’s website, annual report, or the like. For the avoidance of doubt, the amount of “Total Firm Assets” includes the Total Firm Assets of all affiliates.
3.Billing and Tier Adjustments.
(a)Client's subscription fee is determined by two variables: (i) Total Firm Assets (“TFA”) and (ii) the Content Record tier selected in the Order Form (together, the “Pricing Variables”). The fee corresponding to Client’s Pricing Variables as set forth in the Pricing Table in the Order Form will be invoiced annually in advance beginning on the Order Form Effective Date.
(b)Content Record Tier. Client may upgrade its Content Record tier at any time during a Contract Year. Upon upgrade, Red Oak will invoice Client for the pro-rated incremental fee for the remainder of the then-current Contract Year, and the upgraded tier will serve as the Content Record tier for all subsequent Contract Years.
(c)Total Firm Assets. TFA will be reviewed prior to the renewal date, whether pursuant to auto-renewal or renegotiation, and the applicable fee tier adjusted accordingly based on Client’s TFA on the renewal date. TFA is not subject to mid-term adjustment.
4.Implementation Services. Implementation consists of Red Oak provisioning Client’s Distribution platform account, performing initial setup, and collaborating with Client’s project team to configure the system to help meet Client’s needs.
5.Client Obligations. Throughout the term, Client shall:
•Provide accurate Total Firm Assets information as required to determine the applicable pricing tier, and promptly notify Red Oak of any material change in Total Firm Assets that would affect tier classification.
•Provide accurate Content Record counts for tier determination in Contract Year 1, and notify Red Oak if Content Record usage is expected to exceed the selected tier.
•Ensure that all Licensed Materials (defined below) submitted to the platform comply with applicable laws and regulations, including SEC and FINRA advertising and marketing rules, and that Client has obtained all necessary approvals and permissions for such materials.
•Provide the names of all affiliates to be included under the Order Form; a single executed Order Form governs all designated affiliates.
•Comply with all applicable laws and regulations in connection with Client’s use of the platform and distribution of Licensed Materials.
6.Licensed Materials. From time to time Client may input materials, articles, white papers, investment performance analysis, reviews, summaries, fact sheets, or presentations to the Distribution Platform, whether in written, electronic, video, audio, or any other medium (“Licensed Material”). For the avoidance of doubt, Licensed Material is Client Data. Client hereby grants to Red Oak a paid-up, worldwide, non-exclusive license to reproduce, distribute, publicly display, and digitally transmit Client’s Licensed Materials through the Distribution platform. This license includes any copyrights in the Licensed Materials. Access to the Licensed Materials on the platform will be limited to the categories of subscribers designated by Client. Red Oak shall not remove any of Client’s copyright notices from any Licensed Materials and shall not use the Licensed Materials without such copyright notices. Red Oak shall not modify the Licensed Materials without the prior written approval of Client.
7.Expiration and Removal. Red Oak will remove a particular component of the Licensed Materials from the available content library on the earlier of: (a) the expiration date designated by Client for such component; or (b) within one business day after written notice from Client requesting removal. Licensed Materials removed from the available content library will remain accessible within 4U Connect. Red Oak will be permitted to retain an archival copy of Licensed Materials to comply with any applicable statutory or regulatory requirement or court order, and may provide such archival copy to Clients pursuant to any such requirement or order.
8.Analytics Output. As between Red Oak and Client, all analytics, dashboards, reports, and other output generated by 4U Engage Analytics (the “Analytics Output”) constitute Red Oak Data and Red Oak IP under the MSA, regardless of whether the Analytics Output is derived in whole or in part from Client Data. Red Oak owns all right, title, and interest in and to the Analytics Output, and Client’s rights therein are limited to accessing and using the Analytics Output through the Distribution Platform during the Subscription Term, subject to the terms of the Agreement.
C.Supervision Platform.
1.The Red Oak Supervision platform, enables clients to monitor and archive websites, web presence, social media activity, electronic communications and other online activities by advisors, employees and registered individuals.
2.Implementation Services.
(a)Implementation Services consist of Red Oak provisioning a production instance, performing initial setup, and collaborating with Client’s project team to configure the system, including, as applicable to the selected products:
•Production Environment provisioning
•Monitored entity setup and configuration
•Workflow configuration and setup
•SSO configuration
•Iterative online sessions to refine configuration and share best practices
•Live online meetings to train initial end users and administrators
•Reasonable live online assistance to train subsequent end users (train-the-trainer model)
Red Oak will promptly reach out to schedule a kickoff call. The kickoff call will introduce project team members from both parties, establish roles and responsibilities, identify project constraints, set milestones, and assign sub-project owners.
(b)Client Responsibilities During Implementation. These supplement the general Client responsibilities set forth in the Agreement. Client will:
•Designate a Project Manager as primary contact
•Provide user information lists and contract information
•Attend implementation meetings
•Articulate and plan requirements and needs to workflows and other configurations
•Attend weekly check-ins
•Review and approve any communication docs provided by Red Oak as well as distributing them to the appropriate entities required
•Designate “System Admins/SME” who can train others or day to day operation of the system
3.Additional Client Obligations. The following obligations apply specifically to Client’s use of the Supervision products selected above. These supplement the general Client responsibilities set forth in the Agreement. Throughout the term, Client shall:
•Cooperate with Red Oak in all matters relating to the Services and provide access to content, whitelist access on applicable web server(s), and all information reasonably required to enable the Services to be performed.
•Comply with all applicable laws with respect to its activities under or in connection with this Order Form, including laws applicable to its websites, social media pages, electronic communications, and business operations.
•Obtain all consents and permissions required to create and direct the creation of archives of the websites, social media pages, and communications it directs Red Oak to archive, including all permissions required to allow Red Oak to process any personal information that may be contained in archived content, in each case in accordance with applicable law.
•Be solely responsible for ensuring that its website(s), social media account(s), and communication channels are connected to the internet and accessible at all times to the extent necessary for the Services to function as intended.
•Provide Red Oak with accurate and current lists of monitored individuals, sites, and accounts as required for each selected product, and notify Red Oak promptly of any additions, removals, or changes.
•Be solely responsible for the legality, accuracy, and appropriateness of all content submitted for archiving through the Services; Red Oak is not responsible for the legality of content archived from websites or accounts registered by Client.
D.Skematic Products.
1.Overview. Skematic products (“Skematic Products”) are solely owned and operated by SKE Acquisition LLC (DBA Skematic) (“Skematic”). Solely with respect to the Skematic Products, Client agrees that Skematic is an intended third-party beneficiary of the Agreement with the right to enforce its terms directly against Client. Except as provided in this paragraph, there are no third-party beneficiaries to the Agreement. Client acknowledges that Client’s use of Skematic Products is subject to Skematic’s privacy policy at skematic.com/privacypolicy, as updated from time to time.
2.Skematic Products include: (1) Employee Compliance, which is enables clients to manage personal trading, certifications and attestations, and preclearance and disclosures for employees and supervised individuals; and (2) Firm Compliance, which enables clients to manage task management and oversight, policy and procedure management, and issue and exception management across the compliance organization. The products subscribed to by Client are identified in the Order Form. Descriptions of Services for each Skematic Product are contained in Section D.7. below.
3.Implementation Services. Implementation Services consists of Red Oak provisioning a production instance, performing initial setup, and collaborating with Client’s project team to configure the system, including, as applicable to the selected products:
•Production Environment provisioning
•Employee and supervisor account setup and configuration
•Workflow configuration and setup, including approval routing and preclearance rules
•Broker feed integration and account linkage
•SSO configuration
•Iterative online sessions to refine configuration and share best practices
•Live online meetings to train initial end users and administrators
•Reasonable live online assistance to train subsequent end users (train-the-trainer model)
Red Oak will promptly reach out to schedule a kickoff call. The kickoff call will introduce project team members from both parties, establish roles and responsibilities, identify project constraints, set milestones, and assign sub-project owners.
4.Client Responsibilities During Implementation. These supplement the general Client responsibilities set forth in the Agreement. Client will:
•Designate a Project Manager as primary contact
•Provide employee and supervisor roster information
•Provide broker account and custodian information required for feed integration
•Provide notice to employees that a new compliance system is being deployed and that coordination and cooperation is required
•Identify stakeholders and roles
•Attend implementation meetings
•Articulate and plan requirements and needs for workflows, approval paths, and other configurations
•Attend weekly check-ins
•Review and approve any communication documents provided by Red Oak and distribute them to applicable employees
•Designate “System Admins/SME” who can train others or manage day-to-day operation of the system
5.Additional Client Obligations. The following obligations apply specifically to Client’s use of the Employee Compliance product if selected in the Order Form. These supplement the general Client responsibilities set forth in the Agreement. Throughout the term, Client shall:
•Cooperate with Red Oak and its subcontractors in all matters relating to the Services and provide access to systems, employee data, and all information reasonably required to enable the Services to be performed.
•Comply with all applicable laws with respect to its activities under or in connection with the Order Form, including laws applicable to personal trading, employee monitoring, and business operations.
•Obtain all consents, permissions, and employee authorizations required to collect, process, and monitor personal trading data, brokerage account information, and other personal information in connection with the Services, in accordance with applicable law.
•Provide Red Oak with accurate and current lists of monitored employees, supervised individuals, and account information as required for each selected product, and notify Red Oak promptly of any additions, removals, or changes.
•Maintain accurate and current restricted lists, pre-approval policies, and compliance rules within the platform, and ensure that any changes to such policies are reflected in the system on a timely basis.
•Be solely responsible for the accuracy and appropriateness of all policies, procedures, and configurations entered into or managed through the Services; Red Oak is not responsible for the regulatory adequacy of Client’s compliance program or the policies Client chooses to implement.
•Be solely responsible for the accuracy, completeness, legality, and integrity of all materials provided by Client in connection with onboarding “Client Onboarding Materials” and Client Data. Red Oak is entitled to rely on all such data to configure and provide the Services and is under no obligation to review, validate, or correct any such data. Red Oak shall not be liable for, and makes no representations or warranties regarding, any errors, service failures, or incorrect outputs from the Employee Compliance or Firm Compliance platforms that result from inaccurate, incomplete, or otherwise deficient Client Onboarding Materials or Client Data.
6.Client will not transmit data subject to specific regulations (which includes but is not limited to protected health information governed by the Health Insurance Portability and Accountability Act (HIPAA)) (“Excluded Data”), or permit transmission of Excluded Data, to Red Oak or its computers or other media.
7.Skematic Product Descriptions.
(a)Employee Compliance
(i)Certifications & Attestations
•Configurable annual and periodic certification templates aligned to firm compliance policies, including Code of Ethics affirmations, account holdings certifications, and regulatory disclosure requirements.
•Digital signatures and immutable certification records suitable for regulatory examination and audit.
•Automated reminders and escalation notifications for pending or overdue certifications.
•Tracking dashboards providing real-time visibility into certification completion status across the employee population.
•Submission history with full audit trail, including timestamps and completion records for each individual.
(ii)Preclearance & Disclosures
•Configurable request forms for personal securities trading, outside business activities (OBAs), gifts and entertainment (G&E), private placements, and political contributions.
•Configurable approval workflows supporting single-step and multi-step approval routing, with the ability to auto-approve or auto-deny requests based on firm-defined rules and conditions.
•Automated routing of requests to designated reviewers with configurable escalation paths.
•Conflict-of-interest detection to flag potential issues before they become compliance concerns.
•Centralized request logs with full version history, documentation of reviewer decisions, and exportable records.
(iii)Personal Trade Surveillance
•Direct API broker connections providing continuous, reliable trade data feeds with automatic reconciliation — no fragile SFTP or OCR feeds.
•Automatic import of historical trade data upon account connection, ensuring complete surveillance records from go-live.
•Real-time alerts and exception tracking for trades that may violate firm policies, restricted lists, or preclearance requirements.
•Trade violation documentation with full trade details, policy reference, and pre-clearance status for each flagged item.
•Securities master data powered by FactSet, providing up-to-date classifications across all asset types.
(iv)Reports
•Certification completion and attestation reports
•Preclearance and disclosure activity reports
•Trade surveillance exception and violation reports
•Audit trail and examination-ready summary reports suitable for SEC, FINRA, and internal audit review
(b)Firm Compliance
(i)Task Management & Oversight
•Ability to assign, schedule, and track recurring and ad-hoc compliance tasks across the compliance team.
•Linkage of each compliance activity to specific policies, regulations, or control areas for audit trail purposes.
•Automated escalation and reassignment of tasks when deadlines are missed.
•Proof-of-completion reports for instant audit readiness, providing evidence of regulatory obligations fulfilled.
•Compliance calendar and activity dashboard providing real-time visibility into the status of all compliance obligations.
(ii)Policy & Procedure Management
•Centralized, secure library for storing compliance manuals, written supervisory procedures (WSPs), policies, and supporting evidence.
•Version control and change-tracking built in, with a complete and auditable record of all policy updates.
•Ability to attach tasks, attestations, and training requirements to specific policies, creating a direct link between policy obligations and compliance activities.
•Audit-ready policy documentation for examination preparation and regulatory response.
(iii)Issue & Exception Management
•Structured case management forms for capturing compliance findings, breaches, and exceptions with all relevant details.
•Assignment of issue owners, remediation deadlines, and follow-up actions within each case record.
•Continuous remediation activity log providing a documented record of how issues were identified and resolved.
•Exportable summary reports for management, board, or regulatory review.
(iv)Reports
•Task completion and compliance calendar reports
•Issue and exception tracking reports
•Audit trail and examination-ready summary reports suitable for SEC, FINRA, and internal audit review