Alto Solutions, Inc., a Delaware corporation (“Alto”) operates a website at altoira.com for the purpose of opening and administering self-directed individual retirement accounts on behalf of individual investors (“Accounts”). Referrer (“Lead Generator,” “you,” or “your”) is an existing customer of Alto who holds a funded Alto IRA and may generate and deliver a referral, otherwise known as a Qualified Lead (as defined below), to Alto in consideration of applicable referral rewards (“Rewards”). Referral (“Qualified Lead”) is a natural person who is a lawful resident of the United States and at least 18 years of age, and who: (i) is not a current or previous customer of Alto, Alto Securities, LLC, or any of their affiliates; (ii) follows a unique referral link, provided to Lead Generator by Alto, to the Alto site; and (iii) submits through the site an active and valid email address owned by the person submitting the information and successfully opens and funds an Alto IRA account with at least $10,000. Lead Generator will receive a waiver of Alto Account Fees for twelve (12) months following the delivery of an initial Qualified Lead to Alto. Each subsequent Qualified Lead delivered to Alto will earn Lead Generator a waiver of Alto Account Fees for an additional six (6) month period. Waivers of Account Fees are limited to an aggregate amount of five (5) years of Account Fees attributable to a Lead Generator, exclusive of any Rewards a Lead Generator may receive in its capacity as a Qualified Lead. When a Qualified Lead is delivered to Alto, the Qualified Lead will receive a waiver of Alto Account Fees for six (6) months upon opening and funding an Alto IRA account with at least $10,000. Any waiver of Account Fees begins to toll in the quarter after delivery of a Qualified Lead (conditions apply, see the “Rewards” section below for more information), irrespective of any Account Fees that may otherwise apply to Lead Generator’s Alto IRA. For the avoidance of doubt, if Lead Generator has not placed an investment with their Alto IRA at the time he or she delivers a Qualified Lead, such Rewards contemplated hereunder will commence regardless of whether an Account Fee is actually charged against the Lead Generator’s account. Transaction fees and other fees will apply to any Lead Generator or Qualified Lead Alto IRA account during the term of any waiver of fees pursuant to the terms herein. To receive any Reward contemplated hereunder, a Qualified Lead must be delivered to Alto by 12/31/2024.

The following terms and conditions of this Lead Generation Referral Program (“Program,” or alternatively “Terms”) shall apply to each of Lead Generator, Qualified Lead, and Alto (each a “Party,” and collectively the “Parties”). Use of a unique referral link and participation in this Program constitutes your agreement to the terms and condition found herein.

Eligibility
To receive credit for a Qualified Lead under this Program, Lead Generator must sign up for the Program, receive a unique referral link from Alto, and send the unique link to a prospective Qualified Lead using communication content and tools consistent with the Program or as otherwise authorized or directed by Alto, inviting a Qualified Lead to use the link to open an IRA account at Alto.
Lead Generator will not receive credit for referring themselves, including creating a new Alto account using their own unique referral link. Lead Generators are limited to referring their own friends, colleagues, family members, and direct acquaintances who are qualified to open an Alto IRA account, subject to any terms of service applicable to the use of the Alto platform, or other terms of its affiliates’ respective websites, and terms of any agreement governing an account. A Qualified Lead must be able to personally identify the Lead Generator who referred them to Alto. Alto reserves the right to disqualify anyone from this Program at any time. Anyone who violates these official rules is ineligible to receive any Reward contemplated herein.Lead Generator shall not solicit, market, offer, or otherwise seek to motivate the sale of any specific offering on the Alto Marketplace to a Qualified Lead or prospective Qualified Lead. If Lead Generator is found to have solicited the purchase of any offering on the Alto Marketplace, such Lead Generator will be ineligible to receive any Rewards provided under this Program.


Rewards
Any fee waiver provided to a Lead Generator or Qualified Lead pursuant to these Terms is subject to the fees then in effect and found on the Alto pricing page found here. Waiver of any Account Fee applicable to an account held by a Lead Generator of Qualified Lead will apply to the next scheduled Account Fee charge unless such Qualified Lead is processed less than fourteen (14) days prior to the next applicable Account Fee charge. In the event a Qualified Lead is processed less than fourteen (14) days prior to the next applicable Account Fee charge, then any waiver of an Account Fee will commence on the payment period following the next immediate payment period.Any reward contemplated herein is not, nor is it intended to be construed as, a commission, placement fee, or other compensation for the sale of a specific offering. Any reward provided to a Lead Generator or Qualified Lead is contingent upon the successful use of the Alto Platform. In the event that Rewards are determined to be commissions or other compensation for the sale of an offering by a court of competent jurisdiction, or an agency or tribunal with jurisdiction over such payments or the regulation of the Parties, the Parties will work in good faith to resolve payment issues arising from such determination.

Privacy
Participation in the Program may require a Lead Generator or Qualified Lead to submit personal information about themselves in connection with the Terms herein. Personal information will be collected, processed and used in accordance with Alto’s Privacy Policy which can be found here. By referring anyone to Alto, you agree to allow Alto to contact your Qualified Lead and give them the opportunity to create an Alto account. Due to the confidential nature of Alto services, Alto will not disclose to Lead Generator any information about qualifying accounts opened by Qualified Leads except to verify whether a Qualified Lead qualifies a Lead Generator for Rewards under the Program. Participation in this Program serves as a one-time waiver of privacy rights by both Parties, to the extent each may become aware of the existence of an account relationship with Alto.

Code of Conduct
Participants in this Program must comply with all applicable laws and regulations, including but not limited to anti-spam laws under the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM”) and laws concerning solicitation and marketing efforts via telephone under the Telephone Consumer Protection Act (“TCPA”). Any distribution of a unique referral link, including by email or social media, must be done in a personal manner. Bulk email distribution, posting links publicly on social media, and any use of automated devices or third-party services is prohibited. Referral links may only be sent to your own friends, colleagues, family members, and direct acquaintances whom you believe to be qualified to open an Alto IRA account and satisfy the terms of this Program. Failure to comply with these guidelines or applicable law may result in Alto withholding any credit, waiver, Reward, or payment for a Qualified Lead. Participants may not purchase internet search terms or publicly advertise Alto’s, or any of its affiliates’, products, offerings, placements posted to the Alto Marketplace, trademarks, or name in any fashion. Further, any distribution of a Program link that could constitute unsolicited commercial email or “spam,” any content which impersonates or implies an affiliation with or endorsement by Alto or any Alto subsidiary, or any actions which otherwise violate any conditions imposed by Alto, are prohibited and will be grounds for immediate termination in addition to possible termination of Lead Generator’s Alto referral account at Alto’s discretion.

Non-solicitation
If you participate in the Program you agree not to solicit individuals for any type of self-directed IRA account (e.g. traditional, Roth, or SEP) or purport to make any investment or other investment recommendations or provide tax, legal, or investment advice on behalf of Alto or any of its affiliates. You are prohibited from making any representations, warranties, promises, commitments or other statements on Alto’s behalf regarding Alto products and services. You agree not to compensate or accept any compensation from anyone whom you refer to Alto through the Program. You further agree that your activities will be limited to informing your contacts about Alto’s products, so that they may independently decide whether or not to create an Alto account. In connection with referring individuals to Alto and other activities to earn Rewards, you may not collect personal or financial information from your contacts or assist with account creation or discuss anything in regard to a Qualified Lead’s Alto account or investments.

Discontinuation
Alto reserves the right to temporarily or permanently modify or discontinue the Program at any time, for any reason, at its sole discretion, and without notice to you. You may elect to terminate your participation in the Program at any time by notifying us at refer@altoira.com. Alto also reserves the right to temporarily restrict or permanently close your Lead Generator or referral account.

In the event your participation in the Program is restricted or terminated for any reason, you agree to cease use of your unique referral links and all pre-approved communications including but not limited to Emails, Text Messages, and Alto’s name, logos, trademarks and service marks. You remain obligated to perform the terms of this Program with respect to any use of a referral link or communication in connection with your participation in the Program.

Indemnification
Each Lead Generator severally agrees to indemnify, defend, and hold harmless Alto, its affiliates, officers, directors, employees, representatives and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any third party claims based on Lead Generator’s acts or omissions, breach of these terms and conditions, violation of law or violation of third party rights in connection with the Program or Lead Generator’s use of referral information or Alto materials, links or Rewards.

Applicable Law; Arbitration
Except where prohibited, disputes, claims and causes of action arising out of or related to this Program or any reward provided to Lead Generator or Qualified Lead shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Alto makes no representation that the materials or the content available in this Site are appropriate or available for use in all locations. You agree to comply with any local laws that apply to your access and use of this Site or the Alto Platform. You agree any dispute, case, or controversy arising under or directly relating to these Terms and Conditions for the Program will be resolved pursuant to the terms herein.The Parties agree that, upon the request of any Party hereto, whether made before or after the institution of any legal proceeding, all claims and disputes of every type and matter which may arise between the Lead Generator or Qualified Lead and Alto shall be submitted to binding arbitration before a panel of arbitrators (as described below), of and pursuant to the rules of the American Arbitration Association (“AAA”); that such arbitration hearings and proceedings shall take place only in Nashville, TN or another site selected by Alto in its sole discretion; that this arbitration provision and the arbitration shall be administered by the AAA pursuant to and construed and enforced under the Federal Arbitration Act (title 9 of the United States Code) (“FAA”); however, if the FAA is inapplicable for any reason, such arbitration shall be conducted pursuant to Delaware law; that there shall be no class action, class or consolidated arbitration; that the prevailing party in any claim or dispute of any type between the Lead Generator or Qualified Lead and Alto, as the case may be, shall recover reasonable attorneys’ fees, costs and expenses, including without limitation, arbitration filing fees, arbitrators’ fees, and other arbitration fees; and that this arbitration agreement shall govern any disputes involving Lead Generator or Qualified Lead and Alto, as the case may be, notwithstanding any provisions, including and without limitation venue or arbitration provisions, Any arbitration proceeding shall be conducted by a single arbitrator selected by the Parties, or if the Parties do not agree on an arbitrator within 30 days, selected pursuant to the rules. If arbitration is requested as described above, the Parties expressly waive any right to institute or conduct litigation or arbitration before any other body or tribunal. The Parties further agree that if a Party is required to enforce this arbitration agreement against the other Party and/or to compel the other Party to arbitration pursuant to this agreement, the party shall recover from the other Party reasonable attorneys’ fees, costs and expenses so incurred. Arbitration shall be final and binding upon the Parties.