Cash Management Program Disclosure Statement - Bank Sweep Deposit Program

 

EFFECTIVE OCT. 1, 2025, DRIVEWEALTH IS MAKING UPDATES TO THE DRIVEWEALTH BANK SWEEP DEPOSIT PROGRAM. YOU CAN FIND THE NEW TERMS & CONDITIONS FOLLOWING THE CURRENT DISCLOSURE BELOW.

 

Last Updated: October 2, 2024

1. Introduction

 DriveWealth offers Cash Management Programs to automatically invest, or “sweep,” the “Free Credit Balance” [1] in your eligible DriveWealth brokerage account(s) (“Accounts”), into a liquid investment which may earn a return while you decide how those funds should be invested longer term. This document explains the features of DriveWealth’s Bank Sweep Deposit Program and provides important disclosures about each feature.

Please make sure to read this document carefully and keep a copy for your records.

You understand that by establishing an Account at DriveWealth, you will be enrolled in the Bank Sweep Deposit Program, unless and until you decide to unenroll by contacting your Introducing Firm.

The “Bank Sweep Deposit Program” automatically sweeps your eligible Free Credit Balances into an interest bearing deposit account at our applicable Program Bank.

Returns and Yields

DriveWealth’s Bank Sweep Deposit Program is not intended to be a long-term investment. You should also consider higher-return options for your funds that are not immediately needed for investments purposes, as yields on the Bank Sweep Deposit Program may be lower than those of similar investments or deposit accounts offered outside of DriveWealth.

Changes to the Cash Management Program

You understand and agree that DriveWealth may: (i) make changes to the terms and conditions of any of our Cash Management Program; (ii) change, add, or discontinue any Cash Management Program; (iii) change your investment from one Cash Management Program to another program to another program for any reason, including if your current Cash Management Program is discontinued; and (iv) make any other changes to the Cash Management Program as allowed by applicable laws and regulations. DriveWealth will notify you in writing (whether through posting online, through your Introducing Firm’s application, email, in paper form, or otherwise) of material changes to the terms of our Cash Management Programs including changes to the available program prior to the effective date of the proposed change.

In the event that you are notified that your Cash Management Program will be changed to another available program, you agree to respond to us in the manner and within the time period set forth in the notice. If you do not respond in the manner and within the specified time period, you agree that we may treat your non-response as your acceptance of the new program. Your authorization will remain in effect until you give us notice to the contrary.

If you close your Account for any reason, your participation in a Cash Management Program will also be automatically terminated, and your Free Credit Balances swept into such applicable Cash Management Program will be returned to you.

Bank Sweep Deposit Program

a. Program Description. The Bank Sweep Deposit Program automatically sweeps your eligible Free Credit Balances into an interest- bearing deposit account (“Deposit Account”) held at the participating bank (“Program Bank”). DriveWealth’s Bank Sweep Deposit Program utilizes the following Program Bank: Customers Bank. You will not have a direct account relationship with the Program Bank unless you have a separate account with such bank outside of the Bank Sweep Deposit Program. In each case your funds will be held in an omnibus account in the name of “DriveWealth, LLC as Agent and Custodian for the Exclusive Benefit of its Customers.” You maintain a beneficial ownership interest in the omnibus Account equal to the aggregate amount of your Free Credit Balances. DriveWealth maintains the record of your ownership in the funds; your position is not directly maintained on the records of the Program Bank. There is no minimum eligible Free Credit Balance necessary to initially participate in the Bank Sweep Deposit Program and no ongoing minimum balance requirement. There is also no minimum period that your eligible funds must remain on deposit with the Program Bank and no limitation as to the number of, or aggregate value of, withdrawals that DriveWealth may affect under the Bank Sweep Deposit Program.

b. FDIC Insured Accounts. The Bank Sweep Deposit Program provides you with the security of Federal Deposit Insurance Corporation (“FDIC”) insurance protection. FDIC Insurance is backed by the full faith and credit of the United States government. FDIC insurance protects your eligible funds on deposit with the Program Bank under the Bank Sweep Deposit Program, up to the maximum allowable limits, in the event that the bank fails. Currently, the maximum deposit insurance is two hundred fifty thousand dollars ($250,000 USD) per legal category of account ownership at the Program Bank, when aggregated with all other deposits you may hold at the Program Bank in the same legal category of account ownership. Funds that you hold on deposit with the Program Bank outside of the Bank Sweep Deposit Program will not be taken into account in determining whether to sweep you eligible Free Credit Balances to the Program Bank. Conditions must be satisfied for pass-through coverage to apply. Non-deposit products are not insured by the FDIC. You are solely responsible for monitoring the aggregate amount that you have on deposit with the Program Bank in connection with FDIC insurance limits. Depending on your individual facts and circumstances, additional sums may be available for FDIC coverage. See, FDIC Summary at the end of this document for additional information. DriveWealth, LLC is not a bank and is not itself an FDIC-insured institution, and FDIC deposit insurance coverage only protects against the failure of an FDIC-insured depository institution.

c. Securities Investor Protection Corporation (“SIPC”). SIPC is a nonprofit member corporation funded primarily by member securities brokerage firms registered with the Securities and Exchange Commission. SIPC covers against custodial loss and not investment related losses such as a decrease in the market value of an investment. DriveWealth is a member of SIPC. Eligible Free Credit Balances in the Bank Sweep Deposit Program are not covered by SIPC.

d. Your Responsibility. Neither DriveWealth nor the Program Bank have any responsibility for monitoring your FDIC Insurance limits or for making recommendations as to the investment options available for your Free Credit Balances. You should contact your Introducing Broker or Investment Advisor if you have investment related questions.

e. Deposits. By participating in the Bank Sweep Deposit Program you authorize DriveWealth to automatically sweep your eligible Free Credit Balances to the Program Bank at the end of each Business Day [2].

f. Withdrawals and Access to Funds. By participating in the Bank Sweep Deposit Program you authorize DriveWealth to automatically withdraw your funds on deposit at the Program Bank, as needed, in order to satisfy a debt in your Account, to reconcile a buy trade in your Account or, if applicable, to provide the necessary collateral to your margin account at any time. You understand that you cannot withdraw your funds directly with the Program Bank; all withdrawals are processed through your Account and as part of the Bank Sweep Deposit Program. In the event of a failure of the Program Bank, there may be a time period where you may not be able to access your funds on deposit.

g. Account Statements. All Bank Sweep Deposit Program transactions will appear on your periodic Account statements in lieu of separate confirmations. You will not receive a separate statement from the Program Bank.

h. Program Bank Information. DriveWealth’s Bank Sweep Deposit Program utilizes the following Program Bank: Customers Bank. The Program Bank is a federal savings bank and an FDIC-insured depository institution. You can obtain publicly available information about the Program Bank on the FDIC’s website, fdic.gov, or by contacting the FDIC’s Division of Information and Research by writing to Federal Deposit Insurance Corporation, Division of Information and Research, 550 17th Street, NW, Washington, DC 20429-9990; or by calling the FDIC’s Division of Information and Research at 877-275-3342. DriveWealth does not guarantee the financial condition of the Program Bank, or the accuracy of any publicly available information concerning the Program Bank. The Free Credit Balances included in the Bank Sweep Deposit Program constitute a direct obligation of the Program Bank and is not directly or indirectly an obligation of DriveWealth or any of its affiliates. Although your funds are a direct obligation of the Program Bank, DriveWealth maintains evidence of your ownership within its records, as custodian of your Account. You will not receive separate evidence of ownership from the Program Bank.

i. Interest Rates. Interest will be accrued daily on the balance of Free Credit Balances on deposit with the Program Bank. The interest will be credited and paid by the Program Bank at the end of each month, on the date your Account closes, or when you withdraw Eligible Free Credits from the Bank Sweep Deposit Program. Interest will begin to accrue on the day your funds are credited to the Program Bank and will accrue up to, but not including, the day on which your funds are withdrawn. The interest rate paid on your Eligible Free Credit Balances in the Bank Sweep Deposit Program may vary and are subject to change at any time without notice. DriveWealth, in its discretion, may elect to share interest earned on Free Credit Balances invested in the Bank Sweep Deposit Program with you. The amount of interest paid to you and the applicable rate of return will be reflected in your Account statement. You may receive a higher or lower rate of return under the Bank Sweep Deposit Program then on other sweep options.

j. Conflicts of Interest. DriveWealth may earn fees based on the amount of funds deposited with the Program Bank through the Bank Sweep Deposit Program. DriveWealth may earn a higher fee if you participate in the Bank Sweep Deposit Program than if you elect other sweep options such as the Money Market Sweep. Deposits made with the Program Bank may be used by such bank to support its investment lending and other activities. The Program Bank may receive substantial deposits from the Bank Sweep Deposit Program at a price that may be less than alternative funding sources. Funds held at the Program Bank in the omnibus account provide a stable source of funds for the Program Bank.


FDIC Summary

What is the FDIC?

  • The FDIC is the Federal Deposit Insurance Company, which is an independent agency of the United States government. All FDIC insured deposits are backed by the full faith and credit of the United States government.

  • The FDIC covers insured banks located in the United States and protects individual depositors, and funds on deposit at the bank, in the event that such bank fails.

  • FDIC insurance coverage is provided to all persons with deposits at FDIC covered banks; a person does not have to be a U.S. citizen or resident in order to have his or her deposits insured by the FDIC.

FDIC Insurance Coverage

  • Insuring consumer deposits is at the core of the FDIC’s mission. The FDIC covers consumer deposits at each FDIC insured bank, dollar-for dollar, including principal and accrued interest, through the date of the bank’s closing, up to the applicable insurance limits.

  • FDIC insurance covers deposits received at an insured bank. It does not cover investments, even if they are purchased at an insured bank.

  • The standard deposit insurance amount is two hundred fifty thousand dollars ($250,000 USD) per depositor, per FDIC-insured bank, per ownership category.

Ownership Categories. FDIC insurance is provided to the following ownership categories.

Single Account

  • A deposit account owned by one person, without named beneficiaries 

  • An account established by an agent or custodian for one person, such as accounts established under the Uniform Transfers to Minors Act

  • A business account for a sole proprietorship

  • An account representing a deceased person’s funds

  • Coverage Limit: $250,000 per owner

Certain Retirement Accounts

  • Individual Retirement Accounts (IRA)

  • Self-directed defined contribution plans such as a 401k or profit sharing plan

  • Self-directed Keogh plan accounts

  • Coverage Limit: $250,000 per owner

Joint Account

  • All account owners must be living, have equal rights to make withdrawals, signed (or e-signed) the deposit account signature card

  • Coverage Limit: $250,000 per co-owner

Revocable Trust Account*

  • Coverage Limit: Owner Insured $250,000 for each unique beneficiary designated

Irrevocable Trust Account*

  • Coverage Limit: $250,000 for the trust – more coverage available if requirements are met

Employee Benefit Plan Account*

  • Coverage Limit: $250,000 for the noncontingent interest of each plan participant

Corporation, Partnership, or Unincorporated Association Account*

  • Coverage Limit: $250,000 per corporation, partnership, or unincorporated association

Government Account*

  • Coverage Limit: $250,000 per official custodian

*Account type not supported by DriveWealth.

Single Accounts. If your Account is a Single Account the FDIC will aggregate all accounts that you own at the same bank, and will insure such accounts up to the $250,000 coverage limit.

For example: If you have one brokerage account with $100,000 in Free Credit Balances swept to Bank A, a second brokerage account with $75,000 in Free Credit Balances swept to Bank A, and $90,000 on deposit in a checking account with Bank A outside of the Bank Sweep Deposit Program, then only $250,000 of your $265,000 is insured by the FDIC. 

The summary of FDIC deposit insurance laws and regulations contained herein is not intended to be a full restatement of applicable laws and FDIC regulations and interpretations. The applicable laws and FDIC regulations and interpretations may change from time to time and, in certain instances, additional terms and conditions may apply which are not described in herein. You should discuss with your attorney specific questions related to your Account including applicable FDIC insurance limits and rule interpretations. You may also write to the following address: FDIC Office of Consumer Affairs, 550 17th Street, N.W., Washington, D.C. 20429. You are also encouraged to review the FDIC’s Frequently Asked Questions which are available at www.fdic.gov for additional information. 

To opt out of the Bank Sweep Deposit Program, please contact your Introducing Firm.

DriveWealth, LLC is not a bank and is not itself an FDIC-insured institution, and FDIC deposit insurance coverage only protects against the failure of an FDIC-insured depository institution.



[1] The term "Free Credit Balance" means the uninvested cash in your Account, minus (i) funds necessary to pay for purchase transactions due to settle after funds are eligible to be swept to a Cash Feature; (ii) charges to your Account; (iii) credit balances that are designated as collateral for your obligations. 

[2] "Business Day" is any day that the New York Stock Exchange and the Federal Reserve Bank of New York are open. (Although our offices may be open on certain bank holidays, these days are not considered Business Days for purposes relating to the transfer of funds.)

 

Effective Date: October 1, 2025

The DriveWealth Bank Sweep Deposit Program

Terms and Conditions 

I. Introduction 

The DriveWealth Bank Sweep Deposit Program (the “Program”) is offered to you by DriveWealth, LLC (“DriveWealth”) as a sweep option and is intended for the investment of available cash balances into bank deposit accounts. By enrolling in the Program as your automatic cash investment option, you agree to these Terms and Conditions and to appoint DriveWealth as your authorized agent pursuant to these Terms and Conditions. DriveWealth has appointed R&T Deposit Solutions, LLC (“R&T”) to provide certain administrative services with respect to the operation of the Program. There is no minimum amount required as an initial deposit or for subsequent deposits. Subject to certain exceptions, for each category of legal ownership you may be eligible for up to $1,000,000 in Federal Deposit Insurance Corporation (“FDIC”) deposit insurance coverage through the Program, or up to $250,000 in FDIC deposit insurance coverage for each type of account at each bank, as more fully explained below in Section II.A “FDIC Insurance.” 

These Terms and Conditions for the Program are supplemental to those contained in your existing Customer Brokerage Account Agreement and any additional account agreements you executed to open and maintain an account with DriveWealth. Capitalized terms used but not defined in these Terms and Conditions will have the meanings given to them in the Customer Brokerage Account Agreement.

YOU UNDERSTAND THAT YOU ARE ENROLLING IN THE PROGRAM AND INSTRUCTING DRIVEWEALTH TO DIRECT YOUR CASH PENDING INVESTMENT TO THE PROGRAM. 

YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED AND CAREFULLY READ THESE TERMS AND CONDITIONS IN CONNECTION WITH CHOOSING TO ENROLL IN THE PROGRAM. IF YOU HAVE ANY QUESTIONS ABOUT ANY OF THE PROVISIONS OF THESE TERMS AND CONDITIONS, PLEASE CONTACT YOUR INTRODUCING FIRM. 

II. Summary of Terms and Conditions 

This Section II of the Terms and Conditions is a summary of certain features of the Program. It is prepared for your convenience, and must be read in conjunction with the more detailed disclosure below. 

A Summary of the Program: DriveWealth operates the Program which, if you choose to participate, sweeps your excess cash balances in your brokerage account carried at DriveWealth to demand deposit accounts (“DDAs”) and/or money market deposit accounts (“MMDAs”; together with DDAs “Deposit Accounts”) at various depository institutions (“Program Banks”), in accordance with the allocation methodology described in Section III. J, Allocations to Program Banks, and sweeps your cash from those various Program Bank accounts to cover purchases of securities and other debits in your brokerage account carried at DriveWealth. You may receive interest on your balances held on deposit at the various Program Banks, depending on the terms and conditions you agreed to with your Introducing Firm. 

FDIC Insurance: Your funds are routed through an intermediary bank and deposited into interest-bearing FDIC-insured omnibus Deposit Accounts at the Program Banks which hold your funds and the funds of other DriveWealth customers. You will hold a beneficial interest in the Deposit Accounts that hold your funds. Your deposits, plus interest earned thereon are held in those Program Bank account(s) in a manner designed to currently provide you with eligibility for up to $1,000,000 of FDIC insurance under the Program. DriveWealth, as your agent, allocates your DriveWealth Bank Sweep Deposits among a number of Program Bank accounts in accordance with the allocation methodology described in Section III. J, Allocations to Program Banks, to seek to maximize eligibility for FDIC deposit insurance coverage available under the Program, which protects you in the event of a bank failure. FDIC deposit insurance coverage is normally available for your DriveWealth Bank Sweep Deposits up to the FDIC standard maximum deposit insurance amount (“SMDIA”), which is currently $250,000 per legal category of account ownership at each participating Program Bank when aggregated with all other deposits held by you in the same Program Bank and in the same legal category of account ownership. Thus, the maximum amount of DriveWealth Bank Sweep Deposits eligible for FDIC insurance coverage would not exceed the SMDIA per legal category of account ownership multiplied by the number of participating Program Banks that you have not excluded from receiving your deposits under the Program less any funds that you may hold in a Program Bank outside of the Program in the same legal category of account ownership, but not to exceed the $1,000,000 Program limit. For example, based on the SMDIA of $250,000 per legal category of account ownership per Program Bank and an assumption that there are four or more Program Banks eligible to receive your deposits through the Program, and provided that you do not have any funds on deposit at a Program Bank outside of the Program, your maximum insured DriveWealth Bank Sweep Deposits would be $1,000,000 per legal category of account ownership. DriveWealth will notify you if, at any time, this $1,000,000 Program limit is changed.  

DriveWealth has established standing instructions with each Program Bank to help ensure that DriveWealth maintains control over your funds at each Program Bank at all times. DriveWealth uses the services of R&T to perform allocations among the Program Banks in accordance with the allocation methodology described in Section III. J, Allocations to Program Banks, to seek to maximize FDIC insurance coverage of your money under the Program. However, any money that you hold at a Program Bank outside the Program may impact the insurance coverage available as DriveWealth does not monitor or take any responsibility for money you may have at a Program Bank outside the Program. You are solely responsible for monitoring this. As such, you should regularly review the then current list of Program Banks carefully. A current list is available here, and the Program Banks holding your money at month-end also will be listed on your account statements. You have the right to instruct DriveWealth that your DriveWealth Bank Sweep Deposits should not be allocated to a particular Program Bank. See Sections III. G., FDIC Deposit Insurance: Operations and Limitations, and H., Ability to Exclude Program Banks.

Securities Investor Protection Corporation (“SIPC”): SIPC insures customer assets held at broker-dealers, such as DriveWealth, in the event of the failure of the broker-dealer. The deposits made through the Program are not insured by SIPC. Note that SIPC does not insure against the loss of value of any investment or product. See Section III. B, Differences Between DriveWealth Bank Sweep Deposits and Money Market Funds. 

Access to Funds: You will access funds through your brokerage account, by contacting your Introducing Firm. In the event of the failure of DriveWealth, you may seek to access your funds by contacting R&T at 1-800-433-1918 or the designated trustee or receiver of DriveWealth. As explained in Section III. L., Account Statements, your DriveWealth account statements will list the names of the Program Banks holding your money and your month-end balance. See Section III. F., Withdrawals. 

Determination of Interest Rates: Interest rates may fluctuate. Program Bank interest rates are available from your Introducing Firm. See Section III. K., Interest and Compensation to R&T and DriveWealth 

Conflicts of Interest: DriveWealth and R&T may earn fees based on the amount of money in the Program, including your money. DriveWealth may earn a higher fee if you participate in the Program than if you invest in other cash sweep products. See Section III. K., Interest and Compensation to R&T and DriveWealth

Risks of the Program: You may receive a lower rate of return on money deposited through the Program than on other types of money market investments. Program Banks are permitted to impose a seven-day delay on any withdrawal request for amounts placed in MMDAs. In the event of a failure of a Program Bank, there may be a time period during which you may not be able to access your money. If you have money at a Program Bank outside the Program, this may negatively impact eligibility for FDIC insurance for the total amount of your funds held within and outside the Program. If you have a deposit through the Program funds in an amount that exceeds the number of Program Banks multiplied by the SMDIA, the balance in excess of that amount will not be insured by the FDIC. If you exclude one or more Program Banks, the amount of deposit insurance available to you under the Program (currently $1,000,000) may decrease.

III. Detailed Terms and Conditions 

A. Account Eligibility 

This Program is available to individuals and all other entities, including corporations, eligible to maintain a bank deposit at DriveWealth. In order to be eligible for FDIC insurance through the Program, you must provide proper and correct tax identification information to DriveWealth.

B. Differences Between DriveWealth Bank Sweep Deposit Program and Money Market Funds 

Money market mutual funds made available through many sweep programs are registered with the U.S. Securities and Exchange Commission (“SEC”) under both the Investment Company Act of 1940 and the Securities Act of 1933. The DriveWealth Bank Sweep Deposit Program made available through DriveWealth is not a registered fund, but is a program under which your funds are swept to, and held in, Deposit Accounts at Program Banks that are regulated by bank regulatory agencies under various federal and/or state banking laws and regulations. 

DriveWealth Bank Sweep Deposits are obligations of the Program Banks in which the deposits are held and qualify for FDIC insurance protection per depositor in each recognized legal category of account ownership in accordance with the rules of the FDIC. An investment in a money market mutual fund is not insured by the FDIC. 

A Program Bank account under the Program is not covered by the SIPC. SIPC is a non-profit member corporation funded primarily by member securities brokerage firms registered with the SEC. SIPC provides protection against risks to clients of member brokerage firms, like DriveWealth, in the event of the failure of that member firm. However, SIPC does not insure against the failure of the issuer of securities and does not guarantee bank deposits. 

Your DriveWealth Bank Sweep Deposits earn interest at the Program Banks in which the deposits are held, and a money market fund investment earns dividends on fund shares held in your brokerage account. The interest earned on your DriveWealth Bank Sweep Deposits may fluctuate and may be greater or less than the then current yield on a money market fund investment. Please see Section K, Interest and Compensation to R&T and DriveWealth.

While a registered investment company, such as a money market mutual fund, is bound by fiduciary obligations to its shareholders to seek the highest rates prudently available (less fees and expenses), DriveWealth is under no such obligation. 

C. Relationship with DriveWealth 

DriveWealth is acting as your agent in establishing and maintaining Program Bank accounts, including depositing your money to, and withdrawing your money from, the Program Bank accounts. Having instructed DriveWealth to enroll you in the Program, your first bank deposit will constitute your appointment of DriveWealth as your agent to effect deposits to, and withdrawals from, Program Bank accounts in connection with the Program. DriveWealth has approved the Program Banks which maintain the account(s) used for the deposit or withdrawal of your money. 

D. Information about DriveWealth and R&T 

DriveWealth, is a registered broker-dealer in securities and is a member organization of the Financial Industry Regulatory Authority (“FINRA”). 

R&T provides administrative services to DriveWealth in connection with the Program. R&T provides an allocation model to DriveWealth and may also maintain certain records on behalf of DriveWealth. R&T is not a bank, a broker-dealer, or an investment adviser and does not hold any of your DriveWealth Bank Sweep Deposits. 

E. Deposits 

By enrolling in the Program, you consent to have excess cash balances pending investment in your brokerage account automatically deposited into accounts at Program Banks. Each business day, DriveWealth or its agent bank will deposit the excess cash balances in your brokerage account to one or more omnibus Deposit Accounts maintained at the Program Banks held in the name of “DriveWealth, acting as agent and custodian for the Exclusive Benefit of its Customers, Acting for Themselves and Others.” Your DriveWealth Bank Sweep Deposits ownership will be evidenced by an entry in records maintained by DriveWealth or by R&T on behalf of DriveWealth. You will not be issued any evidence of ownership of a Program Bank account, such as a passbook or certificate. However, your brokerage account statement will reflect all deposits, withdrawals, and Program Bank deposit balance(s). 

Funds intended for deposit into the Program must be placed through your brokerage account and cannot be placed directly by you with any of the Program Banks. Only balances transferred by DriveWealth will be eligible for inclusion in the Program. Excess cash balances in your brokerage account on each business day will be transferred to Program Bank accounts no later than the next business day.

F. Withdrawals 

Each business day as needed, DriveWealth or its agent bank will withdraw your funds from the omnibus Deposit Accounts maintained at the Program Banks held in the name of “DriveWealth, LLC, acting as agent and custodian for the Exclusive Benefit of its Customers, Acting for Themselves and Others.”

You may make withdrawals from the Program, in any amount, not to exceed your total account balance in the Program, through your brokerage account. Withdrawals from the Program cannot be made directly by you through any of the Program Banks. Deposits, credits, withdrawals and other transactions and items for your brokerage account are processed through that account rather than through the Program accounts. In the event of the failure of DriveWealth, you may seek to access your funds by contacting R&T at 1-800-433-1918 or the designated trustee or receiver of DriveWealth. 

G. FDIC Deposit Insurance: Operation and Limitations 

Your DriveWealth Bank Sweep Deposits are deposited into omnibus Deposit Accounts at the Program Banks in a manner currently designed to provide you with up to $1,000,000 of FDIC insurance, subject to certain exceptions described herein. Your coverage under the Program will be limited to the extent that you hold deposits directly, or through others, in the same recognized legal category of ownership at the same Program Banks as you hold deposits through the Program. The FDIC protects you against the loss of your DriveWealth Bank Sweep Deposits in the event a Program Bank fails. FDIC deposit insurance is backed by the full faith and credit of the United States. The Program is designed to make your DriveWealth Bank Sweep Deposits eligible for FDIC insurance up to the SMDIA, which is currently $250,000 per legal category of account ownership at each participating Program Bank when aggregated with all other deposits held by you in the same Program Bank and in the same legal category of account ownership. 

During the business day when your funds are transferred and being deposited into the Program, your funds will be held for a limited amount of time intraday at the intermediary bank prior to being allocated and distributed among the Program Banks. Once transferred from the intermediary bank to the Program Banks, the funds will be insured. The Program has been designed to facilitate the movement of funds in a timely manner each day and expects that your funds will be sent by the intermediary bank to the Program Banks by the close of business each day. However, in the event of a failure of wire transfer systems or communications facilities or other causes beyond DriveWealth’s control, resulting in your funds not being sent to the Program Banks in a timely manner and remain held at the intermediary bank or any Program Bank, your funds could, to the extent they exceed the current SMDIA, be uninsured until the next business day. 

Your Program Funds are allocated among a number of Program Banks to seek to maximize the potential FDIC deposit insurance coverage up to the Program limit. The total deposit for you at any Program Bank is set to an amount below the SMDIA to ensure that the sum of the principal and accrued interest at a Program Bank does not exceed $250,000. In the aggregate, the maximum amount of DriveWealth Bank Sweep Deposits eligible for FDIC deposit insurance coverage shall not exceed the SMDIA per legal category of account ownership multiplied by the number of participating Program Banks up to $1,000,000 in the Program that you have not excluded from receiving your deposits, less any funds that you may hold on deposit in the Program Banks outside of the Program in the same legal category of account ownership, but not in excess of the Program limit. The number of participating Program banks will vary.   

Hypothetical Example of the Program at work for you: Your funds will be deposited in Program Bank “X.” Once the predetermined limit is reached for your funds on deposit at Bank “X”, for example, $248,500, additional funds will be placed in Program Bank “Y,” until the threshold for that Program Bank, for example, $248,500, is reached at Bank “Y,” and so on. After the Program FDIC coverage limit of $1,000,000 has been reached in the last Program Bank, any excess funds will be deposited in one or more of the already utilized Program Banks, subject to your elected exclusions. In this event, a portion or all of the excess may be uninsured. 

If you have any money on deposit in a Program Bank outside of the Program, that money will not be taken into account in determining whether to allocate your money in the Program to a particular Program Bank. 

For example, if the SMDIA is $250,000 and you have a non-Program deposit account at Bank “A” of $200,000 and you also have $60,000 in DriveWealth Bank Sweep Deposits at Bank A in the same legal category of ownership as your separate deposit, only $250,000 of your $260,000 is insured by the FDIC. 

A number of factors can affect your insurance coverage, including bank mergers. Because DriveWealth will not be aware of deposits made by you outside of this Program, you are solely responsible for monitoring the total amount of all deposits you have at each Program Bank for purposes of calculating your FDIC coverage. In addition, if for any reason the amount deposited in the Program accounts exceeds the number of Program Banks available to your account multiplied by the SMDIA, the excess funds would not be insured by the FDIC. Neither DriveWealth nor R&T is responsible for any insured or uninsured portion of your deposits in any of the Program Banks. 

In the event that FDIC deposit insurance payments become necessary, payments of principal plus unpaid and accrued interest up to the SMDIA per legal category of account ownership shall be made to you. However, there is no specific time period during which the FDIC must make insurance payments available. Furthermore, you may be required to provide certain documentation to the FDIC before insurance payments are made.

 H. Ability to Exclude Program Banks 

You may exclude any Program Bank from holding your DriveWealth Bank Sweep Deposits by notifying your Introducing Firm. Your Introducing Firm will notify DriveWealth of the request. There will be a delay between the time you make your request and the time that such Program Bank is excluded. If you or your Introducing firm exclude one or more Program Banks, whether because of Applicable Law or otherwise, the maximum level of FDIC insurance available under the Program may be reduced and/or your ability to participate in the Bank Sweep Deposits Program may be affected. Contact your Introducing Firm at the time you exclude the Program Bank to confirm the new maximum amount.

I. Your Responsibility to Monitor Your Automatic Cash Investment Options 

DriveWealth does not have any obligation to monitor this automatic cash sweep option for your account or to make recommendations about, or changes to, the Program that might be beneficial to you. As interest on the DriveWealth Bank Sweep Deposits, your personal financial circumstances, and other factors change, it may be in your financial interest to unenroll from the Bank Sweep Deposit Program and/or invest cash from your brokerage account in other investment vehicles. 

J. Allocations to Program Banks 

You may obtain a current list of Program Banks at any time by contacting your Introducing Firm or DriveWealth. Your monthly customer statements also list the Program Banks that hold your DriveWealth Bank Sweep Deposits and the amount in each of those Program Banks as of the statement date. The Program Banks that hold your DriveWealth Bank Sweep Deposits may change at any time during a statement period. Accordingly, if you want to know the Program Bank at which your DriveWealth Bank Sweep Deposits are located at any particular time, contact your Introducing Firm or DriveWealth. DriveWealth may add additional Program Banks and remove Program Banks with notice to you.

DriveWealth enters into participation agreements with multiple Program Banks to accept funds from the Program. Pursuant to negotiations between DriveWealth and Program Banks, each Program Bank will establish, and from time to time reestablish, the level of deposits that it is willing to accept (the “target level”), and the amount of interest and fees that it is willing to pay under the Program. 

R&T’s allocation algorithm is a non-discretionary allocation methodology that ranks the Program Depository Institutions daily according to the following objective process: 

  • Each Program Bank is initially priority ranked according to the target level that it has available to accept deposits from the Program for that day. Under this ranking process, the Program Bank with the greatest target level is ranked first, the Program Bank with the second greatest target level is ranked second, and so on; and 

  • The initial priority ranking shall be adjusted, as needed, to take into account Program Bank specific conditions that may, pursuant to the terms of its participation agreement and certain regulatory requirements, restrict its ability to receive individual client deposits under the Program below certain minimum dollar amounts (e.g., only deposits of $100,000 or more per individual depositor may be accepted) or from only certain types of accounts (e.g., based on legal category of account ownership, whether held by a U.S. or non-U.S. person). 

  • With respect to the above adjustment, Program Banks that require specific types of deposits or deposit minimums per individual depositor will be moved to the top of the priority ranking, based first on the dollar amount of any individual depositor minimum, and then based on the target level, each by descending amounts.

  • The initial ranking as so adjusted for each business day is referred to as that business day’s “Deposit Allocation Ranking”.  

Once established, all customer funds participating in the Program are allocated (and re-allocated), each business day, to the Program Banks according to the current Deposit Allocation Ranking, subject to (i) the individual customer opt-out rights as to any Program Bank(s), (ii) the Program Bank’s individual depositor minimum, where applicable; (iii) the Program Bank’s account type restrictions; and (iv) the Program Bank’s stated capacity. Customer funds are allocated to the Program Banks individually, based on deposit size, in descending order. Accordingly, customers with larger deposits will be processed and allocated before customers with smaller balances.

With respect to the allocation of your funds, the first Program Bank in the Deposit Allocation Ranking for any business day will receive your funds first until such Program Bank holds an amount of your funds not to exceed the SMDIA (i.e., $250,000). To the extent that you have allocable funds in excess of such amount, your funds are then allocated to the second Program Bank in the Deposit Allocation Ranking, and this process is continued until all of your funds are allocated or the FDIC insurance limit is reached. To the extent that a Program Bank has already received deposits up to such Program Bank’s target level, or to the extent the level of your deposits is insufficient to satisfy a Program Bank’s per individual depositor minimum deposit minimum requirements, or your deposits do not satisfy the Program Bank’s account type requirements, such Program Bank will be skipped when allocating your funds, and your funds will be allocated to the next Program Bank in the Deposit Allocation Ranking. Any Program Bank as to which you have exercised your opt-out rights will also be skipped. 

After the Program FDIC coverage limit of $1,000,000 has been reached in the last Program Bank, any excess funds may be deposited in one or more of the already utilized Program Banks, subject to your elected exclusions. In this event, a portion or all of the excess may be uninsured.

Each Program Bank is a separate FDIC-insured depository institution. You can obtain publicly available financial information for all Program Banks at the FDIC’s website at www.fdic.gov; or by contacting the FDIC’s Division of Information and Research by writing to Federal Deposit Insurance Corporation, Division of Information and Research, 550 17th Street, N.W., Washington, D.C. 20429-9990; or by calling the FDIC’s Division of Information and Research at 877-275-3342. DriveWealth does not guarantee the financial condition of any Program Bank, or the accuracy of any publicly available information concerning a Program Bank. DriveWealth and R&T are not responsible for any insured or uninsured portion of any deposits at a Program Bank. In the event of bank failure, you expressly give your consent to DriveWealth and their service providers providing your customer account information to Program Banks for purposes of your involvement in the Program.

The Program Bank accounts established by DriveWealth on behalf of its customers, as customers’ agent, constitute a direct obligation of the Program Bank(s) and are not directly or indirectly an obligation of DriveWealth. Where your funds are held in MMDAs, the return of your funds may be delayed. Program Banks are permitted to, but rarely do, impose a delay of up to 7 calendar days on any withdrawal request from an MMDA. 

K. Interest and Compensation to R&T, Your Introducing Firm and DriveWealth 

Interest

Depending on the terms and conditions you agreed to with your Introducing Firm, you may receive interest on your balances held in a Deposit Account. The amount of paid interest will be stated on your brokerage account statement. Contact DriveWealth to obtain the current interest rate and APY being paid on your DriveWealth Bank Sweep Deposits, the names of the Program Banks, your account balances at each of the Program Banks as of the most recent business day, and other account information. 

The interest rate that may be paid to you is set by DriveWealth based on agreements with the Program Banks and is subject to change at any time. The interest rate on the Deposit Accounts is determined by DriveWealth based on the amount that Banks are willing to pay on the Deposit Accounts less the fees paid to R&T, your Introducing Firm and DriveWealth as set forth below under “Compensation to R&T, Your Introducing Firm and DriveWealth”. All DriveWealth customers in the DriveWealth Bank Sweep Deposit Program will receive the same rate of interest on the Deposit Accounts, representing a blended rate encompassing all deposits at the Program Banks. The interest rate may fluctuate daily. 

Interest will be accrued daily and posted monthly to the Program Bank account. Interest will accrue on deposits from the day they are received in investible form by the Program Bank through the business day preceding the date of withdrawal from the Program Bank. The ‘daily balance method’ is used to calculate interest. This method applies a daily periodic interest rate to the principal in the account for the period. The daily rate is 1/365 (or 1/366 in a leap year) of the applicable annual rate. The interest rate you earn on your DriveWealth Bank Sweep Deposits may be higher or lower than the rates available to depositors making non-Program deposits with Program Banks directly, through other types of accounts at DriveWealth, or with other depository institutions in comparable accounts. Any fees imposed under the Program could reduce earnings on your DriveWealth Bank Sweep Deposits. You should compare the terms, rates of return, required minimum amounts, charges and other features of DriveWealth Bank Sweep Deposits with other accounts and investment alternatives. 

Compensation to R&T, Your Introducing Firm and DriveWealth

Each Program Bank pays R&T and DriveWealth fees for services related to your DriveWealth Bank Sweep Deposits equal to a percentage of the average daily deposit balance in the Deposit Accounts at the Program Bank. In its discretion, DriveWealth may reduce the portion of its fee and may vary the amount of the reductions between customers. The amount of the fee paid to R&T and DriveWealth will affect the interest rate that may be paid on your account, subject to the terms and conditions you agreed to with your Introducing Firm. DriveWealth may earn a higher fee if you participate in the Program than if you purchase shares in a money market fund. 

There is no minimum deposit amount to participate in the Program and no minimum balance to maintain your participation in the Program. There also is no minimum period that your money must remain on deposit in the Program and no limitations on the number or dollar amount of withdrawals from, or deposits to, the Program accounts. There is no penalty or fees for withdrawal of your entire balance, or any part thereof, at any time.

L. Account Statements 

You will receive a periodic account statement from DriveWealth. All activity with respect to your DriveWealth Bank Sweep Deposits, including interest earned for the period covered, will appear on your periodic account statement, including the total of your opening and closing DriveWealth Bank Sweep Deposit balances. You will not receive a separate statement from the Program Banks. Your periodic account statement will be available monthly for those months where you maintain a position, balance or where there is account activity. You should retain all account statements. 

Within 10 calendar days of the date of the account statement on which it appeared, you must notify DriveWealth of any discrepancies in your account statement or such other period as required by law. See Section P below. 

M. Tax Reporting 

The discussion contained in this document as to U.S. Federal tax considerations is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties. Such discussion is written to support the promotion or marketing of the transactions or matters addressed herein. Each taxpayer should seek U.S. Federal tax advice based on the taxpayer’s particular circumstances from an independent tax advisor. 

The interest that you may receive from your DriveWealth Bank Sweep Deposits is generally fully subject to federal, state and, where applicable, local income tax. If applicable, an I.R.S. Form 1099 will be sent to you by DriveWealth for each year, showing the amount of interest income you have earned from your DriveWealth Bank Sweep Deposits. You will not receive a Form 1099 if you are not a citizen or resident of the United States or Canada.

N. FDIC Deposit Insurance for FDIC-Recognized Categories of Account Ownership; Multi-Tiered Fiduciary Relationships 

To ensure that your Program Deposits are eligible for FDIC insurance to the fullest extent possible under the Program, you should understand how FDIC insurance applies to each FDIC-recognized category of account ownership. 

In general, the FDIC-recognized categories of account ownership include single ownership accounts; accounts held by an agent, escrow agent, nominee, guardian, custodian, or conservator; annuity contract accounts; certain joint ownership accounts; certain revocable trust accounts; accounts of a corporation, partnership, or unincorporated association; accounts held by a depository institution as the trustee of an irrevocable trust; certain irrevocable trust accounts; certain retirement and other employee benefit plan accounts; and certain accounts held by government depositors. 

The rules that govern these categories of account ownership are very detailed and very complex, and there are many nuances and exceptions. Complete information can be found at the FDIC’s regulations set forth at 12 C.F.R. Part 330. 

The FDIC’s regulations impose special requirements for obtaining pass-through FDIC insurance coverage, up to the SMDIA (currently $250,000 for each FDIC-recognized category of account ownership at each Program Bank), for multiple levels of fiduciary relationships. In these situations, in order for FDIC insurance coverage to pass through to the true beneficial owners of the funds, it is necessary (i) to expressly indicate, on the records of the insured depository institution that there are multiple levels of fiduciary relationships, (ii) to disclose the existence of additional levels of fiduciary relationships in records, maintained in good faith and in the regular course of business, by parties at subsequent levels, and (iii) to disclose, at each of the level(s), the name(s) and the interest(s) of the person(s) on whose behalf the party at the level is acting. No person or entity in the chain of parties will be permitted to claim that they are acting in a fiduciary capacity for others unless the possible existence of such a relationship is revealed at some previous level in the chain. If your DriveWealth Bank Sweep Deposits are beneficially owned through multiple levels of fiduciary relationship, you must take steps to comply with these special requirements.

For questions about FDIC insurance coverage, you may call the FDIC at 877-275-3342 or visit the FDIC’s web site at www.fdic.gov. 

You also may wish to utilize “EDIE The Estimator,” the FDIC’s electronic insurance calculation program, which is found at https://www.fdic.gov/edie/index.html. Other information regarding FDIC insurance coverage may be found at the “Deposit Insurance” section of the “Quick Links for Consumers & Communities” on the FDIC’s web site at http://www.fdic.gov/quicklinks/consumers.html. 

O. Business Continuity 

In the event you are unable to contact your Introducing Firm due to a business interruption event, such as a natural disaster, you may contact DriveWealth. In the event you cannot contact DriveWealth you may call R&T at 1-800-433-1918 for account information. 

P. Notice of Unauthorized Activity

You should carefully examine your account statement as soon as you receive it. If you feel that there is an error on the statement, you must notify DriveWealth immediately in writing, but in no event later than 10 calendar days after the mailing date of the statement, or the date when the statement is first made available to you (e.g., on the Internet), on which the error first appeared. If you fail to receive your statement within a reasonable time after it usually appears, contact DriveWealth promptly. Failure to comply with this notification requirement may bar you from claiming on any error involving your Program Bank accounts.

In addition, you must notify DriveWealth about any unauthorized activity within 10 calendar days of the mailing date of the first statement that indicates such unauthorized activity. If you do not alert DriveWealth to the first unauthorized transaction in a series of related unauthorized transactions within such notification period, you may be barred from making a claim for any further activity in an ongoing series of unauthorized transactions. 

Q. Other Terms 

Limits on Certain Deposit Accounts: Federal banking regulations limit the transfers from an MMDA to a total of six (6) during a monthly statement cycle, and certain aggregation rules may apply to transfers from such accounts at the Program Banks. These limits on transfers will not limit the number of withdrawals you can make from your Program funds, the interest rate you earn or the amount of FDIC insurance coverage for which you are eligible. The Program seeks to rely on certain exemptions and interpretive relief granted by the Federal Reserve Board in connection with these limitations.

Inactive Accounts: DriveWealth and the Program Banks may be required by law to turn over (escheat) any portion of your DriveWealth Bank Sweep Deposits to a state, typically your state of residence, based on account inactivity for a certain time period established by applicable state law. If funds are remitted to the state, you may file a claim with the state to recover the funds. 

Assignment by Customer: Neither these Terms and Conditions nor your participation in the Program may be assigned or transferred by you to any other person or entity, except for (i) a transfer by a change in ownership of the linked DriveWealth Account or (ii) a transfer that occurs due to death, incompetence, marriage, divorce, attachment or otherwise by operation of law, in which case, such transfer shall not be binding on DriveWealth or the Program Banks unless and until sufficient, acceptable documentation has been received by such entities.

Assignment by DriveWealth: DriveWealth may assign and transfer its respective rights and obligations under the Program, including, without limitation, pursuant to these Terms and Conditions, to one or more of its affiliates or subsidiaries or to any person that acquires all or substantially all of the assets of DriveWealth, without prior notice to you and without obtaining your consent.

Termination: Closing of Account: DriveWealth may, at its sole discretion and without any prior notice, suspend or terminate your participation in the Program. If you or DriveWealth, for any reason, close your brokerage account, your participation in the Program also will be terminated and your funds will be distributed out through the brokerage account according to the terms and conditions of your brokerage account agreement. 

Ordinary Care: Any failure by DriveWealth, R&T, or any Program Bank to act or any delay by such party beyond time limits prescribed by law or permitted by these Terms and Conditions is excused if caused by your negligence, interruption of communication facilities, suspension of payments by another financial institution, war, act of terrorism, emergency conditions or other circumstances beyond the control of such party. You agree that any act or omission made by DriveWealth, R&T, or any Program Bank in reliance upon or in accordance with any provision of the Uniform Commercial Code as adopted in New York, or any rule or regulation of the State of New York, the New York Stock Exchange, Inc., Financial Industry Regulatory Authority, or a federal agency having jurisdiction over such party shall constitute ordinary care. 

Personal Information: You agree that DriveWealth, R&T, the Program Banks and their respective service providers may share information concerning you and your accounts in connection with your participation in the Program and these Terms and Conditions to any affiliate of such entity or otherwise in accordance with applicable laws and regulations, DriveWealth’s Privacy Policy and/or customary brokerage and banking practices. You agree that DriveWealth, R&T, the Program Banks and their respective service providers may obtain such information as may be necessary for legitimate business needs in connection with the operation of the Program. For information regarding the collection, processing and use of your personal information and your rights to limit the use and disclosure of such information, you should refer to DriveWealth’s Privacy Policy. 

Alternatives to the Program: By your enrollment in the Program, you agree to the terms provided herein. You understand that, at any time, you may withdraw your consent to participate in the Program. If you withdraw your consent, the uninvested cash held through the Program will be credited to your brokerage account. 

Days of Operation: The Program will operate on all days when both the NYSE and the Federal Reserve Bank of New York are open for business. 

Tax Withholding: DriveWealth may be required to withhold U.S. federal income tax at the prevailing rate on all taxable distributions payable to certain depositors who fail to provide their correct taxpayer identification number or to make required certifications or who have been notified by the Internal Revenue Service that they are subject to backup withholding. Interest earned on accounts held by entities (individuals or corporations) that are neither citizens nor residents of the United States, except for Canadian residents, is not subject to withholding tax. Consult your tax advisor. 

Joint Account Owners: If your Account is a joint or other multi-party account, any one of the account owners may deposit or withdraw funds from the Account. You hereby authorize your DriveWealth to act on the verbal, written or electronic instructions of any of the account owners or authorized signers, and such entity will so honor the instructions of any such account owner. 

Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DRIVEWEALTH OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY NATURE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, GOODWILL OR BUSINESS INTERRUPTION.

Tax or Other Unique Identification Information: You acknowledge that the Program uses a unique identifier for you (e.g., tax identification number, other unique number) in order to allocate your DriveWealth Bank Sweep Deposits across Program Banks under the Program. If you do not provide, or if you do not have, a tax identification number, your funds may not be allocated across Program Banks to provide you with expanded FDIC insurance under the provisions of these Terms and Conditions. 

Aggregation of Funds in Multiple Accounts: If you have more than one account in the Program with the same unique identifier, the funds in all such accounts are aggregated for the purpose of calculating the FDIC insurance limit DriveWealth treats as available under the Program. Depending on the individual facts and the ownership rights and capacities in which funds are held, additional FDIC insurance may be available. Refer to Section N above for further information about FDIC insurance.

Complaints: Any complaints regarding the Program should be addressed in writing to your Introducing Firm.

Legal Process: DriveWealth, R&T, and the Program Banks may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process, which such party reasonably and in good faith believes to be valid. DriveWealth may notify you of such process by telephone, electronically or in writing. If DriveWealth is not fully reimbursed for its record research, photocopying and handling costs by the party that served the process, DriveWealth may charge such costs to your brokerage account or DriveWealth Bank Sweep Deposits, in addition to its minimum legal process fee. You agree to indemnify, defend and hold DriveWealth, R&T, and the Program Banks harmless from all actions, claims, liabilities, losses, costs, attorney’s fees, and damages associated with their compliance with any process that such party believes reasonably and in good faith to be valid. You further agree that DriveWealth, R&T, and the Program Banks may honor legal process that is served personally, by mail, or by facsimile transmission at any of their respective offices (including locations other than where the funds, records or property sought is held), even if the law requires personal delivery at the office where your DriveWealth Bank Sweep Deposits records are maintained. 

Power & Authority: You represent and warrant that you have full power and authority to participate in the Program and to agree to and to perform these Terms and Conditions. In addition, if you are not an individual, you represent and warrant that (1) you are duly organized, validly existing and in good standing under the laws of its state or jurisdiction of organization, (2) you possess all requisite authority, power, licenses, permits, registrations and franchises and have made all governmental filings to conduct business wherever it conducts business and to execute, deliver and comply with your obligations hereunder and (3) your agreement to these Terms and Conditions and performance hereunder shall not conflict with or violate your governing documents or any law, regulation, decree, demand, order or any other contract or agreement to which it is subject.

R. General

Amendment: DriveWealth may modify these Terms and Conditions at any time by giving such notice as required by applicable law.

Waiver: Any provision of these Terms and Conditions may be waived if, but only if, such waiver is in writing and is signed by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 

Severability: If any term, provision, covenant or restriction of these Terms and Conditions is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of these Terms and Conditions shall remain in full force and effect and shall in no way be affected, impaired or invalidated

Entire Agreement: These Terms and Conditions and any other documents provided to you by DriveWealth in connection with the Program constitute the entire agreement with you regarding the Program, and supersedes all prior and contemporaneous agreements and understandings, both oral and written, with respect to the subject matter hereof. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, NO REPRESENTATIONS OR WARRANTIES (ORAL OR WRITTEN, STATUTORY, EXPRESS, IMPLIED OR OTHERWISE) ARE MADE TO YOU REGARDING THE PROGRAM, INCLUDING, WITHOUT LIMITATION, AS TO MERCHANTABILITY, FITNESS FOR PURPOSE, CONFORMITY TO ANY DESCRIPTION OR REPRESENTATION, NON-INTERFERENCE OR NON-INFRINGEMENT. In the event of any inconsistency between a provision of these Terms and Conditions and a provision of any such other document provided to you in connection with the Program, the provision of these Terms and Conditions shall prevail. 

Binding Effect: These Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, successors, legal representatives and assigns. Nothing in these Terms and Conditions, expressed or implied, is intended to confer on any person other than the parties hereto and R&T, and their respective permitted heirs, successors, legal representatives and assigns, any rights, remedies, obligations or liabilities under or by reason of these Terms and Conditions.

Governing Law: These Terms and Conditions are to be construed in accordance with and governed by the internal laws of the State of New York and the United States of America without giving effect to any choice of law rule that would cause the application of the laws of any other jurisdiction to the rights and duties of the parties. Unless otherwise provided herein, DriveWealth and R&T may comply with applicable clearinghouse, Federal Reserve and correspondent bank rules in processing transactions relating to your DriveWealth Bank Sweep Deposits. You agree that DriveWealth is not required to notify you of a change in those rules, except to the extent required by law.

Disputes: Except to the extent otherwise provided by applicable law, any action at law or in equity arising out of or relating to these Terms and Conditions shall be filed only in the courts of the State of New York in the City of New York, or in the United States District Court for the Southern District of New York, and you and R&T hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS.

Interpretative Provisions: The headings herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. Any singular term in these Terms and Conditions shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in these Terms and Conditions, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. References to any document provided to you or to any agreement or contract are to that document, agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof or thereof. In any construction of the terms of these Terms and Conditions, the same shall not be construed against a party on the basis of that party being the drafter of such terms. 

Legal Disclosure

The DriveWealth Bank Sweep Deposit Program is offered to you by DriveWealth (“us” or “we”), subject to the terms and conditions set forth in the Program Terms & Conditions provided to you. Please liaise with us regarding your participation in the Program, including for the Program Terms & Conditions, your customer statements and any questions you may have. See attached for a list of the banks and savings associations with which we have a business relationship for the placement of your deposits under the Program, and into which your deposits may be placed (subject to the Program terms and any opt-outs by you). The Program is NOT, itself, an FDIC-insured product. Rather, under the Program, your funds are swept into deposit accounts at receiving banks or other institutions that are insured by the FDIC for up to the current SMDIA of $250,000 per eligible depositor, per insured receiving institution, for each ownership capacity or category, including any other balances the depositor may hold at that institution directly or through other intermediaries, including broker-dealers. The Program is administered by R&T Deposit Solutions, LLC. R&T and its affiliates are not depositories, banks or credit unions. RTID®, Reich & Tang® and R&T® are registered marks of R&T Deposit Networks, LLC.