Introduction

These SnapTrade End User Terms and Conditions (the "End User Terms") govern use of the SnapTrade API offered by Passiv Inc. d/b/a SnapTrade (together with its affiliates, "Passiv", “SnapTrade”, "we", "us", "our") by any end user ( “End User”, “you”, “your”) who uses an application (a “Partner Application”) operated by a third-party (each such third-party operating a Partner Application a “Partner” and collectively the “Partners”) that has integrated with the SnapTrade API to log into, access data from, execute trades on or otherwise interact with one or more brokerages, financial institutions or other trading platforms (each a “Trading Platform” and collectively the “Trading Platforms”) with which an End User has an account. As used herein, “SnapTrade API” means the proprietary set of routines, protocols and tools created and maintained by SnapTrade that allows Client Applications to interface with Trading Platforms.

By using any Partner Application that utilizes the SnapTrade API, each End User agrees to be bound by these End User Terms, our Privacy Policy, all applicable laws and all conditions or policies referenced here (collectively, the "Terms"). SnapTrade may amend the Terms at any time by posting a revised version of the Terms on our website. Access to or continued use of the SnapTrade API and our websites and services (collectively, the “Service”), including by using any Partner Application, after the effective date of the revised Terms constitutes your acceptance of the revised Terms.

Grant of Rights

By using the Service you expressly authorize SnapTrade and any Partner whose Partner Application you use to access, process, store, use, and disclose your account data, including account data on any Trading Platforms, for the purpose of providing services to you. Without limiting the generality of the foregoing, you hereby authorize SnapTrade to:

• Act as your agent to access your accounts, execute trades on, and transmit instructions to and from, any Trading Platform(s) with whom you have any account(s);
• Share your personal information and account data with Partner Applications and Trading Platforms; and
• Otherwise take any action that is instructed by a Partner Application through the SnapTrade API

It should be noted that SnapTrade's access will be limited to the permission level explicitly approved by you prior to granting access to the Partner Application. The ability to grant trade access is specific to Partner Applications.

Representations and Warranties

By using the Service you represent and warrant to SnapTrade that:

• You are the rightful owner of the log-in credentials associated with your accounts on any Trading Platforms, and any related data and securities; and
• You have all necessary rights to enter into this Agreement and grant all rights granted to SnapTrade hereunder.

Disclaimers

SnapTrade is a software platform that transmits instructions made at the request of an End User via Partner Applications. SnapTrade has no fiduciary duty to any End User. SnapTrade does not provide investment advisory services or brokerage services in any manner or form. Investment products are subject to investment risks, including the possible loss of the principal amount invested. Past performance is not indicative of future results, prices/invested sum is subject to market risks which may result in appreciation or depreciation. The ownership of any investment decision(s) shall exclusively vest with you after analyzing all possible risk factors and by exercise of your independent discretion. SnapTrade shall not be liable or held liable for any consequences thereof.

SnapTrade relies on data passed through the Partner Applications and the Trading Platforms’ application programming interfaces (“Trading Platform APIs”) for correctness. We cannot and do not guarantee the accuracy, timeliness or completeness of any information, including prices, product images, specifications, availability, and services provided by or through a Trading Platform API and/or a Partner Application (collectively, “Third-Party Data”). We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

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. SNAPTRADE’S SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER, INCLUDING ANY WARRANTIES OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. SNAPTRADE DISCLAIMS ALL LIABILITY FOR ANY HARM OR DAMAGES CAUSED BY ANY TRADING PLATFORM, PARTNER APPLICATION OR OTHER THIRD-PARTY SERVICE PROVIDER. USE OF THE SERVICES IS AT END USER’S OWN RISK.

Limitation of Liability

Liability of Third Parties
SnapTrade relies on data passed through the Partner Applications and the Trading Platforms’ application programming interfaces (“Trading Platform APIs”) for correctness. We cannot and do not guarantee the accuracy, timeliness or completeness of any information, including prices, product images, specifications, availability, and services provided by or through a Trading Platform API and/or a Partner Application (collectively, “Third-Party Data”). We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

No Consequential Damages
SnapTrade, its directors, employees, partners, agents, representatives, suppliers, or affiliates, shall not be liable for any loss or damage, direct or indirect, incidental, special, consequential or punitive damages, including without limitation, economic loss, loss or damage to electronic media or data, goodwill, or other intangible losses, resulting from (i) your access to or use of the Service; (ii) your inability to access or use the Service; (iii) any conduct or content of any third-party on or related to the Service; (iv) any content or Third-Party Data obtained from or through the Service; and (v) the unauthorized access to, use of or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other claim in law, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, SNAPTRADE’S MAXIMUM AGGREGATE CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE LESSER OF (A) ONE HUNDRED U.S. DOLLARS ($100.00) AND (B) THE TOTAL DOLLAR VALUE OF ALL TRADES EXECUTED BY THE END USER VIA THE SNAPTRADE API IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF SUCH LIABILITY. 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.

Limitation on Remedies
No action or claim of any type relating to the Service or these Terms may be brought or made by any End User more than one (1) year after the date such End User first has knowledge of the basis for the action or claim.

Waiver and Release
You hereby release SnapTrade from any and all liability arising from any loss or damage sustained by such End User resulting from (a) any acts or omissions of such End User, (b) any acts or omissions of any Trading Platforms or Partner Applications, and (c) any inaccuracies in any Third-Party Data. End Users who are California residents, or residents of any jurisdiction that requires a specific statement regarding general waiver and release must, as a condition of using the Service, waive the applicability of California Civil Code Section 1542 for unknown claims which states

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

Each End User hereby waives this section of the California Civil Code and any similar provision in law, regulation or code in any applicable jurisdiction that has the same effect or intent. Notwithstanding any provision of these Terms, for End Users in a jurisdiction that has provisions specific to waiver or liability that conflict with any release of claims or limitation on liability set forth herein, then SnapTrade’s liability is limited to the maximum extent possible by law. Specifically, solely in those jurisdictions not allowed, SnapTrade does not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; (b) fraudulent misrepresentation or intentional misconduct; or (c) any liability which it is not lawful to exclude either now or in the future.

Indemnification

You agree to defend, indemnify and hold harmless SnapTrade, its subsidiaries and affiliated companies, and their officers, directors, employees, contractors, representatives and agents from and against any and all claims, causes of action, damages, obligations, losses, liabilities, costs or debt, and expenses (including attorneys’ fees and costs) and all amounts paid in settlement arising from or relating to your use of the Service, breach of these Terms, or violation of any laws or rights of any third parties including, without limitation, infringement of the intellectual property rights of any third parties.

SnapTrade may, at its election, assume the exclusive defense and control of any matter for which an End User has agreed to indemnify SnapTrade and each End User agrees to assist and cooperate with SnapTrade in the defense or settlement of any such matters. Without limiting the foregoing, no End User may settle any indemnifiable claim without SnapTrade’s prior written consent.

Limitations on Use of the Service

You may use the Website only for lawful purposes and in accordance with these End User Terms. You agree not to use the Service:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any securities laws); or
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Service, or which, as determined by us, may harm SnapTrade or other users of the Service or expose them to liability.

Additionally, you agree not to:

• Use the Service in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Service;
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, the servers on which the Service is hosted, or any server, computer or database connected to the Service; or
• Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, underlying ideas, underlying user interface techniques or algorithms of the Service by any means whatsoever, directly or indirectly, or disclose any of the foregoing.

Monitoring and Enforcement; Termination

We have the right to:

• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service.
• Terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of these End User Terms.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of any End User using a Partner Application. YOU WAIVE AND HOLD HARMLESS SNAPTRADE AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF THEIR INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. Notwithstanding the foregoing, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any End User or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Governing Law and Dispute Resolution

If you are a permanent resident of the United States
These End User Terms 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 these End User Terms, 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
These End User Terms 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 these End User Terms, 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.

Waiver and Severability

No waiver of by SnapTrade of any term or condition set forth in these End User Terms 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 these End User Terms shall not constitute a waiver of such right or provision.

If any provision of these End User Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the End User Terms will continue in full force and effect.

Assignment

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