Developer API Terms and Conditions of Use

Effective Date: August 5, 2025

Thank You for using the DriveWealth APIs for development purposes in DriveWealth’s Testing Environment. The Testing Environment does not include all of the features of the DriveWealth’s Production Environment, which is used for live trading. By using DriveWealth APIs, You agree to these terms and conditions of use (the “Terms of Use”).

BY ACCEPTING THESE TERMS OF USE, OR BY USING OR ACCESSING ANY PORTION OF THE DRIVEWEALTH APIS, YOU IRREVOCABLY AGREE TO THESE TERMS OF USE, AND YOU REPRESENT AND WARRANT THAT YOU HAVE ALL AUTHORITY NECESSARY TO BIND YOURSELF (AND, IF YOU ARE EMPLOYED BY OR OTHERWISE REPRESENT ANY CORPORATION OR OTHER LEGAL ENTITY THAT WISHES TO USE THE DRIVEWEALTH APIS AND DRIVEWEALTH SERVICES, THAT ENTITY) TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THE DRIVEWEALTH APIS OR THE DRIVEWEALTH SERVICES.

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE APIS WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.

PLEASE BE AWARE THAT SECTION 14 OF THESE TERMS OF USE, BELOW, CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS THAT YOU HAVE AGAINST DRIVEWEALTH TO BINDING AND FINAL ARBITRATION. IN ADDITION, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST DRIVEWEALTH ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. THE ARBITRATION AGREEMENT COULD AFFECT YOUR RIGHT TO PARTICIPATE IN CLASS ACTION LITIGATIONS. PLEASE SEE SECTION 14 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT.

DriveWealth reserves the right to update and/or change, from time to time, these Terms of Use and all documents incorporated by reference. You can always find the most recent version of these Terms of Use at https://legal.drivewealth.com/APITerms. DriveWealth may update and/or change these Terms of Use by posting a new version to its website without notice to You. Use of the DriveWealth APIs after the effective date of such change constitutes Your acceptance of such changes. If You do not agree to these Terms of Use, and any updates hereto, DriveWealth may, at any time, and its its sole discretion, terminate or suspend Your access to the DriveWealth Services, or remove Your data maintained in DriveWealth’s systems, subject to the requirements of Applicable Law. You will be required to agree to additional terms in order to access DriveWealth’s Production Environment.

1. Definitions

As used herein, capitalized terms shall have the following meanings (singular shall have the same meaning as the plural and vice versa):

“Applicable Law” means any domestic or foreign declaration, decree, directive, law, legislative enactment, order, ordinance, regulation or rule, or other similar binding requirement, (as amended re-enacted, consolidated or replaced, or as their application is modified by other Applicable Laws) from time to time which apply to the provision or receipt of the services and any others that may be applicable to the purpose and scope of this Terms of Use, whether before or after the date that You agree to these terms.

“Developed Application” means any application that You develop that interfaces with the DriveWealth APIs.

“DriveWealth” means DriveWealth Technologies, LLC.

“DriveWealth APIs” means any application programming interfaces provided by DriveWealth to connect to its technology platform, including interfaces utilizing HTTP or FIX protocols.

“DriveWealth Platform” means such technology, software, and documentation owned, operated or made available by DriveWealth, or an Affiliate of DriveWealth that is separate from the Testing Environment.

“DriveWealth Services” means, as applicable, the development resources and DriveWealth’s Testing Environment to facilitate the use of the DriveWealth APIs and to permit You to create and test the Developed Application.

“Production Environment” means the live trading environment of DriveWealth’s technology platform.

“Testing Environment” means the environment created by DriveWealth for You to create and test a Developed Application.

“Updates” means bug fixes, updates, upgrades, modifications, enhancements, supplements, and new releases to the DriveWealth APIs.

“You” or “Your” means the individual person accessing or using the DriveWealth APIs and the associated DriveWealth Services on his or her own behalf or, if the DriveWealth APIs or DriveWealth Services are accessed or used on behalf of an organization, corporation, or other legal entity, “You” means such organization, corporation, or other legal entity.

2. Licensed Uses and Restrictions.

DriveWealth APIs are owned by DriveWealth and are licensed to You on a worldwide (except as limited below), nonexclusive, non-sublicensable basis on the terms and conditions set forth herein solely to develop your Developed Application(s) that make use of the DriveWealth APIs. These Terms of Use define legal use of the DriveWealth APIs, all Updates, revisions, substitutions, and any copies of the DriveWealth APIs made by or for You as well as the use of the DriveWealth Services. All rights not expressly granted to You are reserved by DriveWealth.

a. Subject to the restrictions set forth in these Terms of Use, You may use the DriveWealth APIs and anyUpdates provided by DriveWealth (in its sole discretion) solely to interface with DriveWealth’s Testing Environment. In addition, DriveWealth may make available certain development resources and its developer site to facilitate the use of the DriveWealth APIs and to permit You to develop your product that may leverage certain DriveWealth APIs and or services. Your license to the DriveWealth APIs and right to use the DriveWealth Services under these Terms of Use continues until it is terminated by either party. You may terminate the license by discontinuing use of all or any of the DriveWealth APIs and the DriveWealth Services. DriveWealth may terminate the license at any time for any reason (unless DriveWealth has entered into a separate agreement with You that restricts DriveWealth’s right to terminate for convenience). DriveWealth may make changes, upgrades, or discontinue all or any portion of any DriveWealth API or DriveWealth Service at any time for any reason. These Terms of Use terminate automatically if (i) You violate any term of these Terms of Use, (ii) DriveWealth sends a written notice of termination to You, or (iii) DriveWealth ceases providing access to the DriveWealth APIs and DriveWealth Services to You. Upon the expiration or any termination of these Terms of Use, the license granted to You will terminate and You, at your expense, will promptly return or destroy all copies of the DriveWealth APIs documentation and all Confidential Information in your possession to DriveWealth. The provisions of Sections 3, 4, 9, 10, 12, 13 and 14 shall survive termination or expiration of these Terms of Use for any reason. Upon termination or expiration of this Agreement for any reason, DriveWealth may delete all data provided to DriveWealth through the DriveWealth APIs or stored as part of the DriveWealth Services, except to the extent it is required to be maintained by Applicable Law. In the case where DriveWealth is required by Applicable Law to maintain such data, DriveWealth will maintain such data for so long as it is legally required to do so and may then delete all such data.

b. Your Developed Application(s) may make automated calls or other data requests to or through the DriveWealth APIs (“Calls”). DriveWealth may at any time, and over any given period of time, limit the number of Calls You may send to the DriveWealth network, or prohibit any Developed Application(s) created by You from sending Calls to the DriveWealth network, as DriveWealth deems appropriate in its sole discretion. DriveWealth may list out some of these limits in the documentation that accompanies the DriveWealth APIs.

c. You will use the DriveWealth APIs and the DriveWealth Services in compliance with all Applicable Laws, statutes, regulations, ordinances or other rules promulgated by governing authorities having jurisdiction over the parties.

d. You shall use instructions provided in the DriveWealth APIs to place application identification information (an “API Key”) into any Developed Application(s) that incorporates or makes any use of the DriveWealth APIs. You must provide accurate identification, contact, and other information required as part of the registration process. You will NOT create any script or other automated tool that attempts to create multiple API Keys. You may not allow any third party to use your API Key for their own benefit. You will keep the API Keys secure.

e. Certain identified features may only be accessible in the Production Environment of the DriveWealth Platform. Access to those features (and others) are subject to additional terms and conditions.

f. If you wish to access the Production Environment of the DriveWealth Platform, You will be required to selfcertify when your Developed Application is finalized completely and accurately, including any updates to your Developed Application as may be made from time to time. DriveWealth will review the Developed Application and will notify You if the Developed Application is approved or rejected with regards to integrations with the DriveWealth APIs and the DriveWealth Services. DriveWealth makes no representations express or implied as to whether the Developed Application satisfies your legal or regulatory requirements and DriveWealth will not review your Developed Application for any such compliance. DriveWealth may accept or reject your Developed Application for access to the Production Environment in its sole discretion for any reason whatsoever. If the Developed Application has been accepted by DriveWealth, DriveWealth will provide You with the Production Environment API Key, provided that 1) You pass DriveWealth’s standard due diligence process and 2) you enter into a separate agreement with DriveWealth and/or its affiliates for the provision of clearing and execution services, and those services ancillary thereto.

g. You shall NOT:

i.use the DriveWealth APIs or DriveWealth Services in any manner or for any purpose that violates any law or regulation, promotes illegal activities, violates third party rights or terms of use, violates any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with these Terms of Use;

ii.use the DriveWealth APIs or DriveWealth Services to build a Developed Application or any other product that is not intended for use in DriveWealth’s Production Environment;

iii.use the DriveWealth APIs or DriveWealth Services in any manner that could damage or cause injury to DriveWealth and/or its affiliates or reflect unfavorably on the reputation of DriveWealth and/or its affiliates;

iv.modify, adapt, alter, translate or create derivative works of the API;

v.use the DriveWealth APIs or DriveWealth Services to engage in spamming or other advertising or marketing activities that violate any Applicable Law, regulations or generally-accepted advertising industry guidelines;

vi.use the DriveWealth APIs or DriveWealth Services in any manner that compromises the security or performance of DriveWealth and/or its affiliates’ systems;

vii.sell, lease, share, transfer, or sublicense the DriveWealth APIs, or access or access codes thereto, or derive income from the use or provision of the DriveWealth APIs (apart from any application You develop that interfaces with the DriveWealth APIs) or DriveWealth Services, whether for direct commercial or monetary gain or otherwise, without DriveWealth’s prior, express, written permission and the payment of the applicable fees;

viii.use the DriveWealth APIs or DriveWealth Services in a manner that adversely affects DriveWealth and/or the DriveWealth Service or exceeds: (a) reasonable request volume, as set by DriveWealth from time to time, (b) constitutes excessive or abusive usage, or (c) otherwise fails to comply or is inconsistent with any part of the DriveWealth API documentation, as determined by DriveWealth in its sole discretion;

ix.reverse engineer or attempt to reconstruct, identify or discover any underlying ideas, underlying user interface techniques or algorithms related to the DriveWealth Service;

x.use real data, including personally identifiable information, in the Testing Environment, as DriveWealth does not have the same data privacy or security protocols in the Testing Environment as it does in in its Production Environment;

xi.remove, obscure or alter any DriveWealth’s copyright notices, trademarks or other proprietary rights notices affixed to or contained within the API; or

xii.use the DriveWealth APIs or DriveWealth Services in a product or service that competes with products or services offered by DriveWealth without prior written consent by DriveWealth.

h. You acknowledge and understand the following limitations of the Testing Environment:

i.the Testing Environment is for testing only and no live trades take place in the Testing Environment;

ii. the Testing Environment may not incorporate all Production Environment features, including, for example, corporate actions and dividends, and will not incorporate events notification functionalities;

iii.the Testing Environment does not generate actual trading with real data, and therefore no customer or account metrics or reports, such as tax reports, will function;

iv. the Testing Environment does not provide access to live Production Environment data feeds such as market data;

v. any data presented in the Testing Environment is mock data;

vi.the Testing Environment is not designed to simulate money movements, preventing accurate testing of money movements prior to integration in the Production Environment;

vii.the Testing Environment is not designed for Production Environment equivalent loads, and rate limits may apply;

viii.Updates introduced to Testing Environment may temporarily impact the performance of the Testing Environment;

ix.documentation provided by DriveWealth for use in the Testing Environment, including API guides or quick start guides, are provided for Your ease and benefit, and any representations made therein are not binding upon DriveWealth. Documentation may be, but is not always, updated along with any changes to the Testing Environment, and is not intended to be exhaustive of every potential issue a user may encounter in the Testing Environment;

x.DriveWealth is not responsible to You for any disruptions in the Testing Environment;

xi.the Testing Environment does not have the same data privacy or security protocols as the Production Environment;

xii.You may not receive support from DriveWealth integration and support staff in connection with Your use of the Testing Environment; and

xiii.DriveWealth reserves the right to immediately suspend access to the DriveWealth APIs if You breach any terms of these Terms of Use.

3. Ownership and Relationship of Parties.

The DriveWealth APIs and DriveWealth Services are protected by patents, copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. DriveWealth owns all rights, title, and interest in and to the DriveWealth APIs and DriveWealth Services. These Terms of Use grant You no right, title, or interest in any intellectual property owned or licensed by DriveWealth not expressly granted in these Terms of Use, including (but not limited to) the DriveWealth APIs, DriveWealth Services and DriveWealth’s trademarks.

You will own any application You develop that interfaces with the DriveWealth APIs. DriveWealth acknowledges that the Developed Application may be protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries.

4. Confidentiality.

You acknowledge that the DriveWealth APIs are a commercially valuable asset which constitutes a trade secret of DriveWealth and that it contains Confidential Information proprietary to DriveWealth. For purposes of these Terms of Use, “Confidential Information” means the DriveWealth APIs, all information provided by DriveWealth about the DriveWealth APIs, and all information provided by DriveWealth that is clearly marked or identified as confidential or that a reasonable person would understand that such information is confidential. You shall not disclose Confidential Information to any third party or use Confidential Information for any purpose other than as expressly permitted by these Terms of Use. You agree that You, including your employees, officers, and agents, if any, shall treat all Confidential Information with the same degree of care as it accords to your own confidential information but which, in no event, shall be less than reasonable care and shall not disclose, sell, transfer, publish, copy, display or otherwise make the DriveWealth APIs available, or any part thereof in any form, to any person or entity not a party to these Terms of Use. You shall take all reasonable precautions to ensure fulfillment of this confidentiality and nondisclosure obligations and agree to immediately notify DriveWealth of any unauthorized use, copying and/or disclosure of the DriveWealth APIs, as well as, take such actions as are necessary to cease and prevent any further unauthorized use, copying and/or disclosure.

You acknowledge that any use or disclosure of the DriveWealth APIs by You in violation of or in any manner inconsistent with these Terms of Use would cause substantial and irreparable injury to DriveWealth, and that DriveWealth’s remedies at law will not be adequate. Accordingly, You agree that DriveWealth shall be entitled to injunctive relief with respect to any breach, or threatened breach of this Section, and that such right shall be in addition to, and not in limitation of, any other rights or remedies to which DriveWealth is or may be entitled at law or equity.

Either party may provide Feedback to the other party in connection with this Agreement. To the extent any party provides Feedback to the other party, the party providing Feedback shall and hereby grant to the receiving party a perpetual, irrevocable, royalty-free, fully-paid, sub-licensable, transferable, non-exclusive, worldwide right and license to make, have made, use, sell, offer for sale, import, export, rent, lease, reproduce, distribute, publicly display, publicly perform, modify, create derivative works of, disclose and otherwise exploit it in any manner without restriction (whether of confidentiality, compensation or otherwise). A party will not acquire any title or interest in any pre-existing or independently developed data, information or intellectual property of the other party under this Section. “Feedback” means input regarding a party’s products, services, APIs, business or technology plans, including, without limitation, suggestions, proposals, ideas, comments, recommendations, or any other feedback, whether in a written, oral or any other form.

5. Development Use Only.

The DriveWealth APIs, DriveWealth Services, and access to the Testing Environment are provided under these Terms of Use for development purposes only, unless approved use in the Production Environment by DriveWealth in writing. Use of the Developed Application with real customers will require additional development work, agreements with DriveWealth, and in some cases may require that your customers have an agreement with DriveWealth. When You complete your Developed Application, You may notify DriveWealth, and the parties will discuss (based on the nature of the Developed Application) what additional agreements may be required. In some cases, DriveWealth may also require additional information from You and your Developed Application before it will approve granting API Keys for the Production Environment. Developing the Developed Application using the DriveWealth APIs does not guarantee that You will be permitted access to the Production Environment or that DriveWealth will enter the additional agreements with You for use of the Developed Application in a Production Environment. You may not be able to test the full functionality of the Developed Application in the Testing Environment.

6. Support.

Unless otherwise agreed by DriveWealth, support for DriveWealth’s Testing Environment is limited to the developer website which includes guides and reference documentation. DriveWealth may elect to provide You with additional support relating to the DriveWealth APIs in its sole discretion, and it may stop providing such support at any time without notice to You. DriveWealth may change, suspend, or discontinue any aspect of the DriveWealth APIs or DriveWealth Services at any time, including the availability of any DriveWealth APIs or DriveWealth Service. DriveWealth may also impose limits on certain features and services or restrict your access to parts or all of the DriveWealth APIs or the DriveWealth Services without notice or liability.

7. Fees and Payments.

Depending on your use, access to the DriveWealth APIs may result in charges. Any such fees will be memorialized in a supplemental agreement between the parties. 8. Copyright Complaints; Repeat Infringer Policy. You agree to take whatever actions are necessary or are requested by DriveWealth to enable DriveWealth to comply with DriveWealth’s copyright policy and the take-down and other provisions of the Digital Millennium Copyright Act (“DMCA”) or other Applicable Law and regulations with respect to the DriveWealth Services. In addition, You acknowledge that, in accordance with the DMCA and other Applicable Law, DriveWealth has adopted a policy of terminating, in appropriate circumstances and at its sole discretion, users and developers who are deemed to be repeat infringers, and that You agree that You will, if requested by DriveWealth, take reasonable steps to terminate access to your DriveWealth API for any user who DriveWealth identifies to You as a repeat infringer.

9. Disclaimer of Any Warranty.

SOME OF THE DRIVEWEALTH APIS AND DRIVEWEALTH SERVICES MAY BE EXPERIMENTAL AND HAVE NOT BEEN TESTED IN ANY MANNER. DRIVEWEALTH DOES NOT REPRESENT OR WARRANT THAT ANY OF THE DRIVEWEALTH APIS OR DRIVEWEALTH SERVICES ARE FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID. THE DRIVEWEALTH APIS AND DRIVEWEALTH SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND DRIVEWEALTH EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. DRIVEWEALTH DOES NOT WARRANT THAT THE DRIVEWEALTH APIS WILL OPERATE WITHOUT INTERRUPTION OR ERROR. NO WARRANTY IS MADE BY DRIVEWEALTH ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. DRIVEWEALTH DOES NOT WARRANT THAT THE DRIVEWEALTH APIS OR DRIVEWEALTH SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE DRIVEWEALTH APIS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. YOUR USE OF THE DRIVEWEALTH APIS AND DRIVEWEALTH SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF ANY DRIVEWEALTH APIS OR DRIVEWEALTH SERVICES INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.

10. Limitation of Liability.

DRIVEWEALTH SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL ECONOMIC DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE DRIVEWEALTH APIS OR DRIVEWEALTH SERVICES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT DRIVEWEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT OF LAW, IN NO EVENT SHALL DRIVEWEALTH’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OF USE, WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY AND NEGLIGENCE) EXCEED THE LESSER OF (A) THE TOTAL AMOUNT PAID TO DRIVEWEALTH BY YOU DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY OR (B) ONE THOUSAND DOLLARS ($1,000). NOTWITHSTANDING THE FOREGOING, DRIVEWEALTH DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY DRIVEWEALTH’S NEGLIGENCE OR FOR (B) ANY INJURY CAUSED BY DRIVEWEALTH’S FRAUD OR GROSS NEGLIGENCE.

11. Essential Basis; Exclusions and Limitations.

The parties acknowledge and agree that the disclaimers, exclusions and limitations of liability set forth in these Terms of Use form an essential basis of these Terms of Use, and that, absent any of such disclaimers, exclusions or limitations of liability, the terms of these Terms of Use, including, without limitation, the economic terms, would be substantially different. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 8 AND 9 MAY NOT APPLY TO YOU.

12. Release and Waiver.

To the maximum extent permitted by Applicable Law, You hereby release and waive all claims against DriveWealth, and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising from or in any way related to your use of DriveWealth APIs and DriveWealth Services. If You are a California resident, You waive your rights under California Civil Code § 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true and You accept and assume the risk of such possible differences in fact. In addition, You expressly waive and relinquish any and all rights and benefits which You may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law. THE FOREGOING RELEASE DOES NOT APPLY TO ANY CLAIMS, DEMANDS, OR ANY LOSSES, DAMAGES, RIGHTS AND ACTIONS OF ANY KIND, INCLUDING PERSONAL INJURIES, DEATH OR PROPERTY DAMAGE, FOR ANY UNCONSCIONABLE COMMERCIAL PRACTICE BY DRIVEWEALTH OR FOR DRIVEWEALTH’S FRAUD, DECEPTION, FALSE PROMISES, MISREPRESENTATION OR CONCEALMENT, SUPPRESSION, OMISSION OF ANY MATERIAL FACT IN CONNECTION WITH ANY SERVICE PROVIDED HEREUNDER.

13. Release, Hold Harmless and Indemnity.

You irrevocably and unconditionally release and covenant not to use or pursue any claim against DriveWealth and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees, for any and all damages, liabilities, causes of action, judgments, and claims: (i) pertaining to your use of the DriveWealth APIs, or (ii) which otherwise may arise in connection with your use of, reliance on, or reference to the DriveWealth Platform, documentation, or the DriveWealth APIs.

To the maximum extent permitted by Applicable Law, You agree to hold harmless and indemnify DriveWealth and its subsidiaries, affiliates, officers and employees from and against any third party claim arising from or in any way related to your use of the DriveWealth APIs, DriveWealth Services or any violation of these Terms of Use, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. DriveWealth shall use good faith efforts to provide You with written notice of such claim, suit or action. This provision does not require You to indemnify the above named parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promises, misrepresentation, or concealment, suppression or omission of any material fact in connection with the DriveWealth APIs or any services provided hereunder.

14. Arbitration Agreement.

Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires You to arbitrate disputes with DriveWealth and limits the manner in which You can seek relief from us.

(a) Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the DriveWealth APIs, will be resolved by binding arbitration, rather than in court, except that (1) You may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) You or DriveWealth may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents) or breach of the confidentiality agreement. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of these Terms of Use or any prior version of these Terms of Use. IF YOU AGREE TO ARBITRATION WITH DRIVEWEALTH, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST DRIVEWEALTH ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST DRIVEWEALTH IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THESE TERMS OF USE, INCLUDING THIS ARBITRATION AGREEMENT.

(b) Arbitration Rules, Governing Law, and Forum. To begin an arbitration proceeding, You must send a letter requesting arbitration and describing your claim to our registered agent: United Corporate Services, Inc. Ten Bank Street, Suite 560, White Plains, NY 10606. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. DriveWealth will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, exclusive of conflict or choice of law rules. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce.

Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).

The arbitration shall be conducted in person in the State of New York, County of New York. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

(c) Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of You and DriveWealth. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under Applicable Law, the arbitral forum’s rules, and the Terms of Use (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon You and us.

(d) Waiver of Jury Trial. YOU AND DRIVEWEALTH HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and DriveWealth are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in subsection (a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms of Use as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither You nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court as set forth in Section 15 below.

(f) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

(g) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with DriveWealth.

(h) Modification. Notwithstanding any provision in these Terms of Use to the contrary, we agree that if DriveWealth makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that You had already provided notice of, to DriveWealth.

15. General Terms.

Notwithstanding any provision hereof, for all purposes of the Terms of Use, You and DriveWealth shall be and act independently and not as partner, joint venturer, agent, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of DriveWealth, express or implied, and You shall not attempt to bind DriveWealth to any contract. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision and the other provisions of such documents remain in full force and effect. The Terms of Use and the relationship between You and DriveWealth shall be governed by the laws of New York without regard to its conflict of law provisions. Subject to the terms set forth in Section 14, You and DriveWealth irrevocably and unconditionally consent to submission to the exclusive jurisdiction of the courts of the State of New York located, County of New York, and of the Federal Courts of the United States of America located in the State of New York, County of New York. The section headings and subheadings contained in these Terms of Use are included for convenience only, and shall not limit or otherwise affect the terms of the Terms of Use. Any construction or interpretation to be made of the Terms of Use shall not be construed against the drafter. The Terms of Use constitute the entire agreement between DriveWealth and You with respect to the subject matter hereof. You may not assign any of your rights or obligations under these Terms of Use without the prior written consent of DriveWealth. Any attempted assignment or transfer in violation of the foregoing will be void. No failure of either party to enforce any of its rights under these Terms of Use will act as a waiver of those rights.