Introduction

These terms of use (as amended from time to time, the “Agreement”), are between Passiv Inc. (“Passiv” or “SnapTrade”) and the entity or person accessing or using SnapTrade’s Free Plan or Pay-as-You-Go Plan (the “Client”). This Agreement is effective when Client clicks to accept it (“Acceptance”). In consideration of SnapTrade providing access to the SnapTrade API (as defined below), and providing services related thereto, SnapTrade and the Client (each a “Party” and, collectively, the “Parties”) agree as follows: 

Definitions: 

“Client Application” means a software application developed and/or operated by the Client that utilizes the SnapTrade API during the term of this Agreement. 

“Connected User” means an End User with at least one institution account connected to the Client Application via the SnapTrade API. An End User becomes a Connected User when the End User successfully completes the connection process. The End User will continue to be a Connected User until all of the End User’s connections are explicitly deleted by the End User or the Client Application.

“End User” means a person who uses the SnapTrade API via the Client Application to access brokerage and trading platforms on which End Users have accounts.

“Free Plan” means the “Free” plan described in https://snaptrade.com/pricing, as updated from time to time.

“Manual Sync” means an on-demand request by Client to use SnapTrade’s API to obtain live holdings data from an institutional account of a Connected User. 

“Market Data” means any data obtained through the SnapTrade API in connection with End User data, which data is licensed, made available by or derived from data provided by any third party. Market Data includes market and reference data, including but not limited to maturity date, coupon details, security descriptions, CUSIP, market value, securities or commodities prices, currency exchange rates, financial instruments ratings, or corporate actions data, provided by one or more third parties to a brokerage for use by End Users or such brokerage.

“SnapTrade Marks” means Passiv’s logo, the SnapTrade logo, and all trademarks, styling, fonts and designs that identify Passiv or SnapTrade services.

“Pay-as-You-Go Plan” means the “Pay as you go” plan described in https://snaptrade.com/pricing, as updated from time to time.

“SnapTrade API” means the proprietary set of routines, protocols and tools created and maintained by SnapTrade that allows the Client Application to interface with various brokerages and trading platforms.

“SnapTrade User Interface” means SnapTrade’s web application and user facing services that provide the mechanisms for interacting with SnapTrade. 

Service

Upon Client’s Acceptance of this Agreement, SnapTrade hereby grants to the Client a non-transferable, non-sublicensable, non-exclusive, limited, revocable license to access and use the SnapTrade API and the SnapTrade User Interface (collectively, the “Service”) during the term of this Agreement, solely in accordance with the terms and conditions of this Agreement. This Agreement covers the Company’s Free Plan and Pay-as-You-Go Plan (collectively, the “Plans”).  Please contact a Company sales representative to discuss a custom plan.

SnapTrade reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part of it) with or without notice.

Limitations on Use

Client must be at least [18] years old to access the Service or register under any of the Plans.

Each natural person or legal entity, together with its respective affiliates, is limited to one Free Plan.

Client may use the Free Plan for testing and personal use only. Client may use the Pay-as-You-Go Plan for testing, personal and commercial use.

The Plans support read-only data access on a twenty four (24) hour cached basis only to those brokerages listed on https://snaptrade.com/brokerage-integrations, except Alpaca, Questrade, Tradier, and Tradestation, which are not available for access through the Plans. The list of supported brokerages is subject to change at any time with or without notice.

The Free Plan is limited to enabling End Users to import their data into the Client’s Application and to obtaining cached daily updates every 24 hours. The number of connections to brokerages under the Free Plan is limited as set forth on https://snaptrade.com/pricing (as such webpage may be updated from time to time).

The Pay-as-You-Go Plan supports the ability to do Manual Syncs and trading. Access to the trading feature is available upon request at the sole discretion of SnapTrade. The use of functionality for Manual Sync is optional and is billed separately if used.

Client agrees they may not use the Service, the Plans or share with End Users anything:

• a. That is unlawful, misleading, discriminatory or fraudulent (or assist someone else in using SnapTrade’s Service or Plans in such a way).
• b. That Client does not own or does not have the necessary rights to share.
• c. That infringes or violates the rights of another party, including intellectual property rights, unless an exception or limitation applies under applicable law.

Client further agrees:

• a. That they may not access or collect data from the Service except on behalf of an End User, or attempt to access data Client does not have permission to access under the applicable Plan.
• b. That they may not sell, license, or purchase any data obtained from SnapTrade, the Service, or the SnapTrade API, except as expressly provided herein.
• c. To comply at all times with SnapTrade’s Application Compliance Policy available at [https://snaptrade.com/compliance-policy] prior to launching their application to individuals, unless otherwise agreed in writing by SnapTrade.
• d. Not to mine, re-sell, or re-package any End User data obtained via the SnapTrade API to third parties without the express written consent of both the End User and SnapTrade.
• e. Not to re-engineer, re-sell, or sublicense the SnapTrade API to any third parties.
• f. That they will not store, resell, or redistribute Market Data passed over the SnapTrade API.

As provided in Section 4 of this Agreement, SnapTrade may remove or restrict access to certain content or suspend or disable Client’s account for conduct that violates the provisions in this section.

SnapTrade may remove or restrict access to content features, services, or information provided by the SnapTrade API and under the Plans if (i) SnapTrade determines that doing so is reasonably necessary to avoid or mitigate misuse of the Service provided under this Agreement or (ii) requested or required by any regulator or other government authority.

Abuse or excessively frequent requests via the SnapTrade API may result in the temporary or permanent suspension of Client’s access to the Service. SnapTrade, in its sole discretion, will determine abuse or excessive usage of the SnapTrade API.

Fees

• a. Free Plan:
  i. There is no fee for use of the SnapTrade API under the Free Plan.
• b. Pay-as-You-Go Plan:
  i. For Pay-as-You-Go Plan Clients, use of the SnapTrade API as outlined in this Agreement is offered to such users according to the fee schedule advertised on https://snaptrade.com/pricing, as updated from time to time. Under the Pay-as-You-Go Plan, the Client will be required to have a valid credit card on file with SnapTrade's payment processor at all times, and Client hereby authorizes SnapTrade to charge their card for the fees incurred (if any) at the end of each month.  A processing fee of up to 3% may be applied to all invoices.
  ii. Billing for Pay-as-You-Go Plans will be based on usage of the SnapTrade API as calculated by the number of Connected Users during the billing period and the number of Manual Syncs initiated and successfully completed by Client during such billing period.
  iii. A minimum deposit payment of $0.50 USD may be required to capture payment information for subsequent billing under the Pas-as-You-Go Plan.
  iv. All amounts past due shall bear interest at the rate of ten percent (10%) per annum, or the highest rate permitted by applicable law, whichever is less.
  v. Amounts paid to SnapTrade are non-refundable.
  vi. Client is responsible for paying all taxes associated with the Service and this Agreement, including sales, use, value added and excise taxes, but excluding taxes assessed on the income or gross receipts of SnapTrade.
  vii. To the extent SnapTrade is obligated to pay or collect any taxes for which Client is responsible under this Agreement, SnapTrade will invoice Client for such taxes unless Client provides a valid tax exemption certificate authorized by the applicable taxing authority or provides proof of use tax payment. If SnapTrade receives less than the full fees due to tax withholding, the fees shall automatically be increased to the extent necessary to ensure that SnapTrade receives a sum net of any withholding or deduction equal to the sum which it would have received had no such deduction or withholding been made or required to be made. All Fees shall be paid in U.S. dollars.
  viii. SnapTrade reserves the right to suspend Client’s access to the SnapTrade API after 30 days of nonpayment.

Term & Termination

Client may terminate this Agreement at any time for any reason by written notice to SnapTrade. Upon termination of a Pay-as-You-Go Plan, Client will be immediately charged for any outstanding fees.  Following any termination of this Agreement, Client agrees to immediately cease use of the Service.

SnapTrade may terminate this Agreement, or may terminate or suspend Client’s or any End User’s access to the Service at any time, for any reason, with or without notice. SnapTrade reserves the right to refuse service to anyone for any reason at any time.

Sections 2 through 17 of this Agreement shall survive any termination of this Agreement. 

Ownership and Updates 

• Ownership. The Client acknowledges that SnapTrade owns the SnapTrade API, including any and all related copyright, patent, trade secrets, moral rights and other intellectual property rights, and that the Client has no right, title, or interest in the SnapTrade API, except for the right to use it as permitted by this Agreement. The Client agrees that SnapTrade will own any improvements or modifications to the SnapTrade API. SnapTrade retains all intellectual property rights in the SnapTrade API, SnapTrade Marks, SnapTrade User Interface, and all other intellectual property related to the SnapTrade API, the services provided by SnapTrade hereunder, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client or any third party relating to the SnapTrade API or the services provided by SnapTrade hereunder (collectively, “Feedback”), all of which Feedback is hereby assigned by Client to SnapTrade. Client will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. If Client uses content covered by SnapTrade’s intellectual property rights, SnapTrade retains all rights to that content. Client agrees not to use SnapTrade’s copyrights or trademarks, including but not limited to SnapTrade Marks, without SnapTrade’s prior written permission. Client may not modify, translate, create derivative works of, decompile, or reverse engineer the SnapTrade API or its components, or otherwise attempt to extract SnapTrade’s source code. The Client shall own the Client Application and any improvements, enhancements, or modifications made by Client to the Client Application. SnapTrade shall own and retain all right, title and interest in and to (i) the Service and related APIs, software and documentation, and all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with implementation services or support, and (iii) all intellectual property rights related to any of the foregoing. 
• Notwithstanding anything to the contrary herein, SnapTrade shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning the Client Data and data derived therefrom), and SnapTrade will be free (during and after the term hereof) to (i) use, manipulate and analyze such information and data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other SnapTrade offerings, and (ii) disclose such data to third parties solely in aggregate or other de-identified form. No rights or licenses are granted except as expressly set forth herein.
• Not a Sale.  This Agreement is not a sale and does not convey to Client any rights of ownership in or related to the SnapTrade API or the services provided hereunder, or any intellectual property rights of SnapTrade. 
• Updates. The Client acknowledges that SnapTrade may continue to make changes or enhancements to the SnapTrade API and Client is responsible for maintaining compatibility following any changes to the SnapTrade API. 

Security

The Client assumes all responsibility for data that is retrieved from the SnapTrade API. The Client shall ensure all reasonable security controls are implemented to protect all information accessed via the SnapTrade API.  

At a minimum, the Client shall ensure that:

• a. Secure encrypted communication is established for all API calls made from the application to the SnapTrade API. SnapTrade API keys, Proprietary Information, and End User data must be securely stored and encrypted in transit and at rest. 
• b. Data retrieved from the SnapTrade API and stored on the Client servers must be stored securely, and in accordance with all applicable privacy laws. 
• c. The Client shall follow best practices for secure coding of the Client Application, website and authentication processes.  
• d. The Client agrees to notify SnapTrade within 24 hours of any breach of the Client’s systems or applications. If SnapTrade becomes aware of or reasonably suspects in its sole discretion that either (i) a security breach of Client’s systems has occurred, or (ii) Client has violated any applicable law (including, without limitation, laws relating to privacy and security of data), SnapTrade may disable the Client’s access to the SnapTrade API until mitigations are complete.  

SnapTrade may decide to update the security terms of this Agreement at any time and at its own discretion.  

Usage and Data 

The Client agrees: 

• a. That any market data passed over the SnapTrade API will only be used to serve the End User for which that data is licensed by their broker; 
• b. That SnapTrade does not guarantee accuracy or availability of market data;
• c. That SnapTrade reserves the right to share any data or information it deems necessary with brokers, law enforcement, and/or applicable regulatory bodies; 
• d. To grant SnapTrade permission to use the Client’s name, logo, and other marks in promotional materials on SnapTrade’s digital properties and in the service of establishing and maintaining relationships with financial institutions and other data providers; 
• e. That SnapTrade may store, process, copy, and use the data of End Users passed through the SnapTrade API by Client as reasonably required to provide the Service; 
• f. To inform End Users that they are using a third party service to connect their accounts and to require all End Users to agree to SnapTrade’s End User Terms and Conditions set forth at [https://snaptrade.com/terms-and-conditions] as a condition of using the Client Application (including by forcing the End User to click a checkbox that is unchecked by default indicating assent to the End User Terms and Conditions, and separately clicking a call to action button labeled “Agree and Continue”, and store evidence of each such End User’s assent to the End User Terms and Conditions);  
• g. To delete all End User data passed through the SnapTrade API upon request from the applicable End User or SnapTrade; 
• h. To delete any data passed by SnapTrade to Client, other than holdings, positions and transactions of End Users, upon request from SnapTrade; and
• i. That in some instances the Client may be required to sign data access and other related agreements with some financial institutions that SnapTrade has direct relationships with and that their End Users may not have the ability to connect their accounts until those agreements are in place.  

Third Parties 

The SnapTrade API may display information and data obtained from third party services. The Client agrees that SnapTrade is not responsible or liable for any actions or inactions of other services, and cannot guarantee accuracy of data that is provided by these third parties. 

There are no service level agreements associated with the Plans.  The Client understands that the SnapTrade API depends on connectivity with each individual brokerage that the SnapTrade API supports. There may be instances when brokers’ APIs experience scheduled or unscheduled maintenance and there may be instances where End Users will need to re-establish connections with their brokerages. The Client agrees and acknowledges that SnapTrade is not responsible for any downtime associated with the Service. SnapTrade reserves the right to update the list of brokerages that are compatible with the SnapTrade API at any time and for any reason. Furthermore, SnapTrade may terminate Client’s, or any individual End User’s access to a particular brokerage via the SnapTrade API at any time, for any reason, including upon the request of such brokerage. Client’s sole remedy for its inability to access a brokerage through the SnapTrade API is to terminate Client’s use of the SnapTrade API. 

Limitation of Liability and Indemnity 

The Client’s use of the SnapTrade API is at the Client’s sole risk. The Client agrees that SnapTrade is not liable for any loss or damage of any kind resulting from the use, inability to use, performance or non performance of the SnapTrade API. The Service and the SnapTrade API are provided “as-is”, “as-available” and SnapTrade cannot and does not guarantee the accuracy, timeliness or completeness of any information, including prices, product images, specifications, availability, and services provided by or through the SnapTrade API. SnapTrade reserves the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice. To the maximum extent permitted by applicable law, in no event shall SnapTrade, its directors, employees, partners, agents, representatives, suppliers, or affiliates, be liable for any special, incidental, indirect, punitive or consequential damages of any kind whatsoever (including, without limitation, damages for loss of business profits or revenue; business interruption or work stoppage; computer failure or malfunction; loss of business information, data or data use; loss of goodwill; or any other pecuniary loss) arising out of this Agreement, the use of or inability to use the SnapTrade API, or the provision of or failure to provide the Service, even if SnapTrade or its employees has been advised of the possibility of such damages.  

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, SNAPTRADE’S MAXIMUM AGGREGATE CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES, THE SNAPTRADE API, OR THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100.00) OR (B) THE TOTAL AMOUNTS OF ALL FEES ACTUALLY PAID BY CLIENT TO SNAPTRADE IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF SUCH LIABILITY PURSUANT TO THIS AGREEMENT. THIS LIMITATION ON LIABILITY WILL APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS. IF APPLICABLE LAW LIMITS THE APPLICABILITY OF THIS SECTION, SNAPTRADE’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. 

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SNAPTRADE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SNAPTRADE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SERVICE IS PROVIDED “AS-IS,” “AS-AVAILABLE,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER (EXCEPT AS EXPRESSLY PROVIDED HEREIN), INCLUDING ANY WARRANTIES OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. SNAPTRADE DISCLAIMS ALL LIABILITY FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD PARTY SERVICE PROVIDER. CLIENT IS SOLELY RESPONSIBLE FOR ITS END USERS’ USE OF THE SERVICE. Without limiting the generality of the foregoing, and without limiting the indemnities provided to SnapTrade pursuant to the following paragraph, SnapTrade does not warrant that the Service does not infringe the intellectual property rights of any person. 

Client agrees to indemnify, defend and hold SnapTrade and its subsidiaries and affiliated companies, and each of their respective officers, directors, employees, contractors, representatives and agents (collectively, “Indemnified Parties”) harmless from and against any claims, damages, liabilities, expenses, taxes, penalties or other losses incurred as a result of any claim made or brought against SnapTrade arising out of (i) Client’s or any End User’s use of the Service or SnapTrade API, (ii) Client’s breach of this Agreement or violation of applicable law, or (iii) any infringement by Client of the intellectual property of any third party, including, without limitation, any claim that SnapTrade’s use in accordance with this Agreement of any Client or End User data, or any trademarks or any software, documentation or materials furnished by Client or an End User infringes any patent, or infringes or misappropriates a third party’s trademark anywhere in the world, or a third party’s copyright or trade secret rights. 

SnapTrade may, at its election, assume the exclusive defense and control of any matter for which Client has agreed to indemnify SnapTrade and Client agrees to assist and cooperate with SnapTrade in the defense or settlement of any such matters. Without limiting the foregoing, Client may not settle any indemnifiable claim without SnapTrade’s prior written consent.

No action or claim of any type relating to the Service or this Agreement may be brought or made by any Client more than one (1) year after the date such Client first has knowledge of the basis for the action or claim.

If Client is a California resident, Client agrees to waive California Civil Code Section 1542, which says:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

CLIENT AGREES THAT IT MAY BRING COMMERCIAL CLAIMS AGAINST SNAPTRADE ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL MEETING.

Representations and Warranties of Client

Client hereby represents and warrants to SnapTrade as of acceptance of this Agreement, and each and every time that the Client Application calls the SnapTrade API, that: 

• a. The agreement, delivery and performance of this Agreement by Client, and the consummation of the transactions contemplated hereby are within its power and authority and have been duly and validly authorized by all necessary action on the part of Client;
• b. The terms of this Agreement and the operation of the Client Application do not violate, conflict with or result in the breach of the terms of any other agreement or understanding (written or oral) by which Client is bound; 
• c. Each End User utilizing the Client Application to access his or her account data and/or execute trades on any brokerage and trading platforms accessible via the SnapTrade API has authorized Client to perform such actions on his or her behalf; and 
• d. The Client Application is operated in compliance with all applicable laws, including, without limitation, securities laws and laws regarding privacy.

Remedies for Breach

In the event of a breach by Client, SnapTrade shall be entitled to pursue any remedies available to it at law or in equity.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior understanding or representation of any kind concerning the subject matter hereof preceding the date this Agreement was last updated. 

SnapTrade may update or modify the terms of this Agreement at any time by updating the terms at [https://snaptrade.com/developer-terms-of-use]; provided, that any amendment to this Agreement regarding the pricing for a Pay-as-You-Go Plan will not become effective until at least thirty (30) days after the terms have been updated online. SnapTrade will provide a notice of changes made to this Agreement via written notice to the email associated with the Client within 30 days of publishing said changes. Client’s continued use of the Service without objection to such updated terms shall constitute acceptance of such updated terms and pricing.  

Governing Law and Dispute Resolution

If you are a permanent resident of the United States:

This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in the State of Delaware. Any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof, shall be resolved by arbitration. The arbitration shall be conducted by one (1) arbitrator, in accordance with the International Arbitration Rules of the American Arbitration Association’s International Center for Dispute Resolution in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New York, and it shall be conducted in the English language. The arbitration award shall be final and binding on the parties, and the parties undertake to carry out any award without delay. Judgment upon the award may be entered by any court having jurisdiction of the award or having jurisdiction over the relevant party or its assets.

If you are a permanent resident of any country other than the United States:

This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in the Province of New Brunswick and the laws of Canada, as applicable. Any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof, shall be resolved by arbitration using the Arbitration Rules of the ADR Institute of Canada in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The arbitration shall be held in the City of Fredericton, and shall proceed in accordance with the provisions of the Arbitration Act, RSNB 2014. The arbitration award shall be final and binding on the parties, and the parties undertake to carry out any award without delay. Judgment upon the award may be entered by any court having jurisdiction of the award or having jurisdiction over the relevant party or its assets.

Severability

If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent possible, and the other provisions of this Agreement will remain in full force and effect.

Confidentiality; Proprietary Rights

• a. Client understands that SnapTrade has disclosed or may disclose business, technical or financial information relating to SnapTrade’s business (hereinafter referred to as “Proprietary Information” of SnapTrade). Proprietary Information of SnapTrade includes non-public information regarding features, functionality and performance of the Service, including, without limitation, API content and API keys. Client agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Service or as otherwise permitted herein) or disclose to any third person any such Proprietary Information. SnapTrade agrees that the foregoing confidentiality obligations shall not apply with respect to any information that Client can document (a) is or becomes generally available to the public without a breach of this Agreement, (b) was in its possession or known by it prior to receipt from SnapTrade, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Proprietary Information of SnapTrade, or (e) is required to be disclosed by law. 

Waiver

No waiver by SnapTrade of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of SnapTrade to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

Assignment

This Agreement, and the obligations and any rights and licenses granted hereunder, may not be transferred or assigned by Client for any reason without SnapTrade’s express written consent, but may be freely assigned by SnapTrade without restriction or consent. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.