WELCOME TO WEDGE! PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY AS IT IS A BINDING AGREEMENT BETWEEN YOU AND WEDGE FINTECH LLC AND/OR OUR AFFILIATES, INCLUDING HOXTON CAPITAL MANAGEMENT AND HOXTON WEALTH (“WEDGE,” “WE,” OR “US”) CONCERNING YOUR ACCESS TO AND USE OF THE WEDGE PLATFORM (“PLATFORM”), INCLUDING ANY OF WEDGE’S SERVICES MADE AVAILABLE VIA THE GETWEDGE.COM WEBSITE (“WEBSITE”), WEDGE’S MOBILE WEB APPLICATION (“APPLICATION”), AS WELL AS ANY OTHER WEBSITES, APPLICATIONS, PRODUCTS, SERVICES, CONTENT AND FEATURES MADE AVAILABLE BY WEDGE (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”). BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, OR ACCESSING ANY ELEMENT OF THE SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH WEDGE, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, THAT IS USING OR ACCESSING THE SERVICES OR THAT IS IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICES.

PLEASE BE AWARE THAT SECTION 14 OF THE AGREEMENT BELOW CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WEDGE HAVE AGAINST EACH OTHER WILL BE RESOLVED, INCLUDING WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THE AGREEMENT. SECTION 14 CONTAINS, AMONG OTHER THINGS, AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND WEDGE BE RESOLVED BY BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS OF THE EFFECTIVE DATE OF THE AGREEMENT: (1) YOU AND WEDGE WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST THE OTHER PARTY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND EACH OF US WAIVES OUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) EACH OF US IS WAIVING OUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

PLEASE BE AWARE THAT SECTION 1.34 OF THIS AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL AND PUSH NOTIFICATION.

WEDGE DOES NOT PROVIDE ANY INVESTMENT ADVICE, OR OTHERWISE ACT AS A BROKER-DEALER, INVESTMENT ADVISER, MONEY TRANSMITTER, MONEY SERVICES BUSINESS, BANK ACCOUNT, BROKERAGE ACCOUNT, OR OTHER FINANCIAL ACCOUNT. WEDGE IS IN NO WAY YOUR AGENT, ADVISOR, OR CUSTODIAN, AND WE DO NOT HAVE A FIDUCIARY RELATIONSHIP OR OBLIGATION TO YOU REGARDING ANY OTHER DECISIONS OR ACTIVITIES THAT YOU EFFECT WHEN USING OUR SERVICES.

Your use of, and participation in, certain Services may be subject to additional terms, policies, and guidelines(“Supplemental Terms”) and such Supplemental Terms will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.”

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY WEDGE IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Wedge will make a new copy of the Agreement available on the Website and within the Services and any new Supplemental Terms will be made available as legally required (for example, by emailing you, or by posting an update on the Services). We will also update the “Last Updated” date at the top of the Terms of Use Agreement. Wedge may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s).

• 1. USE OF THE SERVICES.

  • 1.1 Overview  The Services allow you to: (i) calculate your global net worth at any given time using live data from your financial institution account(s), property price trackers and your investment portfolio(s) (each, a “Third Party Platform”); (ii) aggregate all of your assets to present your global net worth in your display currency of choice; (iii) track any specific stock or crypto asset as part of your investment portfolio(s) and give live value of current holdings; and (iv) use a retirement calculator tool to identify where you currently stand vs. your own long term planning goal; and (v) allow a secure document vault. The Services, including Wedge’s content, innovations or its other proprietary elements made available on and through them are protected by copyright, trademark and other intellectual property laws throughout the world.

  • 1.2 Update  You understand that the Services are evolving. As a result, Wedge may require you to accept updates to the Services that you have installed on your device. You acknowledge and agree that Wedge may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use Services. In addition, you acknowledge and agree that Wedge may offer additional Services and product features, or add, change, or discontinue Wedge’s existing Services and product features at any time and in any region, with or without notice to you. If you are dissatisfied, your sole remedy is to stop using the Services or the affected feature.

  • 1.3 Certain Restrictions  The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Services; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other content, images, text, page layout or form of Wedge; (c) you shall not use any metatags or other “hidden text” using Wedge’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of elements of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (g) you shall comply with all applicable laws and regulations in relation to this Agreement and any Transaction, and you shall not use the Services for the purposes of insider trading, market manipulation, front-running or any other form of fraud or market abuse; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update or other addition to the Services shall be subject to the Agreement. Wedge, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Services terminates the licenses granted by Wedge pursuant to the Agreement.

  • 1.4 Wedge Communications  By entering into this Agreement or using the Services, you agree to receive communications from us, including via e-mail and push notifications. Communications from us and our affiliated companies may include but are not limited to operational communications concerning your Account or the use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning the Wedge and industry developments. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.

• 2 REGISTRATION

  • 2.1 Registering Your Account. In order to access certain features o have connected to the Services f the Services, you are required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who registered for an account on the Services (“Account”). The Services may allow you to register an Account via your Hoxton Capital Management and Hoxton Wealth account through which you have connected to the Services.

  • 2.2 Eligibility You may use our Services only if you can legally form a binding contract with Wedge, and only in compliance with this Agreement and all Applicable Laws. “Applicable Law” includes all federal securities laws and regulations, the applicable laws and regulations of any state or jurisdiction, the rules of any applicable self-regulatory organization of which Wedge is a member and rules, regulations, customs. You cannot use the Services if (a) you are not at least eighteen (18) years old; (b) we previously disabled your Account for violations of these Terms of Use or other of our Supplemental Terms or policies; (c) our Services are not directed to your geographic territory; or (d) you are otherwise prohibited from accessing or receiving our Services by Applicable Laws or any eligibility criteria we may implement from time to time. We reserve the right to refuse registration for, access to, or use of our Services by any person or household at any time and for any reason.

  • 2.3 Registration Data In registering an account on the Services, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your Account. You hereby expressly authorize Wedge, directly or through third parties, to make any inquiries that Wedge requires to validate or authenticate your identity, and Wedge may request additional documentation regarding your identity that may require you to verify any Registration Data against third-party databases or through other sources. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. Except as expressly set forth in this Agreement, you may not share your Account information (including your password) with anyone, and you agree to (x) notify Wedge immediately of any unauthorized use of your password or any other breach of security; and (y) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Wedge has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Wedge has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform or SNS at any given time. Wedge reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by Wedge, or if you have been previously banned from any of the Services.

  • 2.4 Connecting to Third Party Platforms; Third Party Account Content By connecting your Account to any Third Party Platform, you hereby: (i) authorize Wedge and its third party data aggregator(s), Yodlee, Inc. (“Yodlee”) and Salt Edge Limited (“Salt Edge”), to connect to such Third Party Platform on your behalf to obtain and/or post data, information, and materials requested or permitted by you or required by us for the provision of the Services to you from such Third Party Platform; and (ii) agree to and accept Yodlee’s Terms of Use located at https://www.yodlee.com/legal/terms-of-use and Yodlee’s Privacy Notice located at https://www.yodlee.com/legal/privacy-notice and Salt Edge’s Terms of Service located at https://www.saltedge.com/pages/dashboard_terms_of_service and Salt Edge’s Privacy Policy located at https://www.saltedge.com/pages/dashboard_privacy_policy. By granting Wedge access to any accounts you have with Third Party Platforms (“Third Party Accounts”), you understand that Wedge, Yodlee, and Salt Edge may use any information and data that you grant access to in your Third Party Accounts (“Third Party Account Content”). Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information on your Third Party Accounts may be available on and through your Account. Please note that if a Third Party Account or associated service becomes unavailable, or Wedge’s access to such Third Party Account is terminated by the third party service provider, then Third Party Account Content may no longer be available on and through Wedge. You have the ability to disable the connection between your Account and your Third Party Accounts at any time by accessing the “Settings” section of your Account. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS, AND WEDGE DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD PARTY ACCOUNTS. Wedge makes no effort to review any Third Party Account Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Wedge is not responsible for any Third Party Account Content.

  • 2.5 Necessary Equipment and Software You must provide all equipment and software necessary to access the Services. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services. You will be responsible for keeping your hardware devices, including your phone, secure and for any activity associated with such devices and your Third Party Account(s) when using our Services.

• 3.RESPONSIBILITY FOR CONTENT.

  • 3.1 Types of Content You acknowledge that all Content is the sole responsibility of the party from whom such Content originated. This means that you, and not Wedge, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) to, on or through the Services, including your Third Party Account Content (collectively, “Your Content”), and that you and other Registered Users of the Services, and not Wedge, are similarly responsible for all Content that you and they Make Available to, on or through the Services (“User Content”).

  • 3.2 No Obligation to Pre-Screen Content You acknowledge that Wedge has no obligation to pre-screen Content (including, but not limited to, User Content), although Wedge reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Wedge pre-screens, refuses or removes any Content, you acknowledge that Wedge will do so for Wedge’s benefit, not yours. Without limiting the foregoing, Wedge shall have the right, without prior notice to you, to change, alter remove any Content, including Your Content, in whole or in part, that violates the Agreement or any applicable law or is otherwise objectionable. Further, Wedge reserves the right to investigate such violations, and Wedge may, at its sole discretion, immediately terminate your license to use the Services.

  • 3.3 Storage Unless expressly agreed to by Wedge in writing elsewhere, Wedge has no obligation to store any of Your Content that you Make Available on the Services. Wedge has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Wedge retains the right to create reasonable limits on Wedge’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Wedge in its sole discretion.

• 4. Ownership 

  • 4.1 Services Except with respect to Your Content and User Content, you agree that Wedge and its suppliers own all rights, title and interest in the Services (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and Wedge software). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any of the Services.

  • 4.2 Trademarks “Wedge” and all related graphics, logos, service marks and trade names used on or in connection with any Services or in connection with the Services are the trademarks of Wedge and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.

  • 4.3 Your Content Wedge does not claim ownership of Your Content. However, when you as a Registered User post or publish Your Content on or in the Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.

  • 4.4 License to Your Content Subject to any applicable account settings that you select on the Services, you grant Wedge a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, prepare derivative works, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing the Services to you and to our other Registered Users. Please remember that other Registered Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Wedge, are responsible for all of Your Content that you Make Available on or in the Services. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by Wedge in its sole discretion. You may not post or submit for print services a photograph of another person without that person’s permission.

  • 4.5 Username Notwithstanding anything contained herein to the contrary, by submitting Your Content to any chats, groups, forums, comments, or any other area on the Services, you hereby expressly permit Wedge to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

  • 4.6 Feedback You agree that submission of any ideas, suggestions, documents, and/or proposals to Wedge through its suggestion, feedback, wiki, forum, similar pages, or any other aspect of the Services (“Feedback”) is at your own risk and that Wedge has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Wedge a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or Wedge’s business.

• 5.USER CONDUCTAs a condition of use, you agree not to use the Services for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) either (a) take any action or (b) Make Available any Content on or through the Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Wedge’s prior written consent; (v) impersonates any person or entity, including any employee or representative of Wedge; (vi) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by this Agreement; or (vii) jeopardizes the security of your Account or Third Party Account or anyone else’s Account or Third Party Account (such as allowing someone else to log in to the Services as you); (viii) attempts, in any manner, to obtain the password, Account, or other security information from any other user; or (ix) attempts to engage in any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services. IN ADDITION TO THE FOREGOING PROHIBITED USES, BY OPENING AN ACCOUNT, YOU CONFIRM THAT YOU WILL NOT USE YOUR ACCOUNT TO DO ANY OF THE FOLLOWING: (1) ENGAGE IN ANY ACTIVITY WHICH WOULD VIOLATE, OR ASSIST IN VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, OR REGULATION, IN THE LOCATIONS WHERE WEDGE CONDUCTS BUSINESS, OR WHICH WOULD INVOLVE PROCEEDS OF ANY UNLAWFUL ACTIVITY OR PUBLISH, DISTRIBUTE OR DISSEMINATE ANY UNLAWFUL MATERIAL OR INFORMATION; (2) BUY ANY SECURITY, IN BREACH OF A FIDUCIARY DUTY OR OTHER RELATIONSHIP OF TRUST AND CONFIDENCE, WHILE IN POSSESSION OF MATERIAL, NONPUBLIC INFORMATION ABOUT THE SECURITY; OR (3) ENGAGE IN ANY ACTIVITY WHICH OPERATES TO DEFRAUD WEDGE OR ANY OTHER PERSON OR PROVIDE ANY FALSE, INACCURATE, OR MISLEADING INFORMATION TO WEDGE.

• 6. FEES AND PAYMENT TERMS. Certain features of the Services may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Wedge reserves the right to determine pricing for the Services. Wedge will make reasonable efforts to keep pricing information published on the Website up to date. We encourage you to check the Website periodically for current pricing information. Wedge may change the fees for any feature of the Services, including additional fees or charges, if Wedge gives you advance notice of changes before they apply. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable.

• 7.INDEMNIFICATION You agree to indemnify and hold Wedge, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Wedge Party” and collectively, the “Wedge Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (i) Your Content; (ii) your use of, or inability to use, any aspect of the Services; (iii) your violation of the Agreement; (iv) your violation of any rights of another party, including any Registered Users; or (v) your violation of any applicable laws, rules or regulations. Wedge reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Wedge in asserting any available defenses. This provision does not require you to indemnify any of the Wedge Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to the Services.

• 8.ASSUMPTION OF RISK You accept and acknowledge that you take full responsibility for all activities that occur under your Third Party Account(s) and accept all risks of loss or any authorized or unauthorized access to your Third Party Account(s), to the maximum extent permitted by law. You further accept and acknowledge that:

  • 8.1 INVESTING INVOLVES RISK, INCLUDING MARKET RISKS AND MACRO CONDITIONS SUCH AS INFLATION AND POLITICAL AND ECONOMIC RISK, AND INVESTMENTS MAY LOSE VALUE. BEFORE INVESTING, CONSIDER YOUR INVESTMENT OBJECTIVES, FINANCIAL RESOURCES, EXPERIENCE AND RISK TOLERANCE AND FEES RELATED TO INVESTING THROUGH THE SERVICES. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT OUTCOMES AND PROJECTIONS ARE HYPOTHETICAL IN NATURE AND CANNOT BE GUARANTEED.

  • 8.2 NEITHER WEDGE NOR THE SERVICES IS INTENDED TO PROVIDE LEGAL, TAX, INVESTMENT OR FINANCIAL ADVICE, OR AN OFFER, SOLICITATION OF AN OFFER OR ADVICE TO BUY SECURITIES. WEDGE IS NOT (A) A REGISTERED EXCHANGE UNDER THE SECURITIES EXCHANGE ACT OF 1934, (B) A REGISTERED INVESTMENT ADVISER UNDER THE INVESTMENT ADVISERS ACT OF 1940, (C) A REGISTERED BROKER-DEALER UNDER THE SECURITIES EXCHANGE ACT IF 1934 OR (D) A FINANCIAL OR TAX PLANNER, AND DOES NOT OFFER LEGAL ADVICE TO ANY USER OF THE SERVICES. ALTHOUGH THE SERVICES MAY PROVIDE DATA, INFORMATION, OR CONTENT RELATING TO INVESTMENT STRATEGIES AND/OR COMMUNICATIONS FACILITIES USED TO HELP FACILITATE THE SALE OF SECURITIES, YOU SHOULD NOT CONSTRUE ANY SUCH CONTENT AS TAX, LEGAL, FINANCIAL, OR INVESTMENT ADVICE. ANY DECISIONS BASED ON THE INFORMATION CONTAINED IN THE SERVICES ARE THE SOLE RESPONSIBILITY OF THE USER OF THE SERVICES. THE SECURITIES MADE AVAILABLE THROUGH OR DISCUSSED ON THE SERVICES, REPRESENTING INTERESTS IN VARIOUS REAL ESTATE ASSETS, MAY NOT BE SUITABLE FOR ALL INVESTORS. WEDGE MAKES NO REPRESENTATIONS THAT SUCH SECURITIES ARE AVAILABLE TO OR APPROPRIATE FOR INVESTORS OR USERS IN ALL JURISDICTIONS OR LOCATIONS, NOR THAT ANY INVESTMENT VEHICLE IS AVAILABLE OR SUITABLE FOR ANY PARTICULAR USER OR PURPOSE. ALL USERS ACCESSING THE SERVICES DO SO ON THEIR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH APPLICABLE LAWS.

  • 8.3 YOU (A) HAVE THE NECESSARY TECHNICAL EXPERTISE AND ABILITY TO REVIEW AND EVALUATE THE SECURITY, INTEGRITY AND OPERATION OF YOUR FINANCIAL ASSETS, OR HAVE OBTAINED APPROPRIATE PROFESSIONAL ADVICE TO PROTECT YOUR INTERESTS, INCLUDING ANY LEGAL, ACCOUNTING, FINANCIAL OR OTHER RELEVANT ADVICE; (B) HAVE THE KNOWLEDGE, EXPERIENCE, UNDERSTANDING, PROFESSIONAL ADVICE AND INFORMATION TO MAKE YOUR OWN EVALUATION OF THE MERITS, RISKS AND APPLICABLE COMPLIANCE REQUIREMENTS UNDER APPLICABLE LAWS OF ANY USE OF YOUR THIRD PARTY ACCOUNT(S); (C) KNOW, UNDERSTAND AND ACCEPT THE RISKS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNT(S); AND (D) ACCEPT THE RISKS ASSOCIATED WITH INVESTING GENERALLY, AND ARE RESPONSIBLE FOR CONDUCTING YOUR OWN INDEPENDENT ANALYSIS OF THE RISKS SPECIFIC TO EACH INVESTMENT DECISION. YOU FURTHER AGREE THAT WEDGE WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR, SUCH RISKS. YOU HEREBY IRREVOCABLY WAIVE, RELEASE AND DISCHARGE ALL CLAIMS, WHETHER KNOWN OR UNKNOWN TO YOU, AGAINST THE WEDGE PARTIES RELATED TO ANY OF THE RISKS SET FORTH HEREIN. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “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.” THE FOREGOING RELEASE DOES NOT APPLY TO ANY CLAIMS, DEMANDS, OR ANY LOSSES, DAMAGES, RIGHTS AND ACTIONS OF ANY KIND, INCLUDING PERSONAL INJURIES, DEATH OR PROPERTY DAMAGE FOR ANY UNCONSCIONABLE COMMERCIAL PRACTICE BY A WEDGE PARTY OR FOR SUCH PARTY’S FRAUD, DECEPTION, FALSE, PROMISE, MISREPRESENTATION OR CONCEALMENT, SUPPRESSION OR OMISSION OF ANY MATERIAL FACT IN CONNECTION WITH THE WEBSITE OR ANY SERVICES PROVIDED HEREUNDER.

  • 8.4 THE WEDGE PARTIES ARE NOT INVESTMENT OR FINANCIAL ADVISERS. IF YOU MAKE DECISIONS IN RELIANCE ON INFORMATION WHICH IS AVAILABLE ON THE PLATFORM OR AS A RESULT OF THE USE OF THE SERVICES, YOU DO SO AT YOUR OWN RISK, AND THE WEDGE PARTIES WILL NOT BE LIABLE FOR ANY LOSSES THAT YOU MAY SUSTAIN. YOU SHOULD NOT MAKE ANY TRANSACTIONAL DECISION WITHOUT FIRST CONDUCTING YOUR OWN RESEARCH. YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR DETERMINING WHETHER ANY TRANSACTION, STRATEGY OR ANY OTHER PRODUCT OR SERVICE IS APPROPRIATE OR SUITABLE FOR YOU BASED ON YOUR OWN OBJECTIVES AND PERSONAL AND FINANCIAL SITUATION.

• 9.DISCLAIMER OF WARRANTIES AND CONDITIONS.  

  • 9.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. WEDGE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE.

    
    

    • (a) WEDGE PARTIES MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, CLAIMS, AND ASSURANCES AS TO ANY INVESTMENT OR TRANSACTION. WE DO NOT ENDORSE ANY REGISTERED USERS OR INVESTMENTS. TO THE FULLEST EXTENT PERMITTED BY LAW, WEDGE IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITIES FOR REFERENCES TO OR INCLUSION OF SECURITIES WITHIN CONTENT. CONTENT MADE IN ASSOCIATION WITH ANY TRADE OR SECURITY DOES NOT REPRESENT A SOLICITATION OR RECOMMENDATION BY WEDGE TO BUY OR SELL ANY SECURITY OR ADOPT ANY INVESTMENT STRATEGY.

    • (b) WEDGE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

    • (c) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

    • (d) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. WEDGE MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

    • (e) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM WEDGE OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN

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    9.2 No Liability for Conduct of Third Parties YOU ACKNOWLEDGE AND AGREE THAT WEDGE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD WEDGE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. WEDGE MAKES NO WARRANTY THAT THE INFORMATION, GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

    
    

  • 9.3 Third-Party Materials As a part of the Services, you may have access to materials that are hosted by another party. You agree that it is impossible for Wedge to monitor such materials and that you access these materials at your own risk.

• 10. LIMITATION OF LIABILITY. 

  • 10.1 Disclaimer of Certain Damages YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL WEDGE PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, SECURITY, OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT WEDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (E) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A WEDGE PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A WEDGE PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A WEDGE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

  • 10.2 Cap on Liability TO THE FULLEST EXTENT PROVIDED BY LAW, WEDGE PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) $100; OR (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A WEDGE PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A WEDGE PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A WEDGE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

  • 10.3 User Content. EXCEPT FOR WEDGE’S OBLIGATIONS UNDER APPLICABLE LAW TO PROTECT YOUR PERSONAL DATA, WEDGE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS

  • 10.4 Exclusion of Damages CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

  • 10.5 Basis of the Bargain THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WEDGE AND YOU.

• 11. MONITORING AND ENFORCEMENT Wedge reserves the right (but has no obligation) to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for the Wedge; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and/or (e) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of this Agreement.
  
  If Wedge becomes aware of any possible violations by you of the Agreement, Wedge reserves the right to investigate such violations. If, as a result of the investigation, Wedge believes that criminal activity has occurred, Wedge reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Wedge is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including Your Content, in Wedge’s possession in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Wedge, its Registered Users or the public, and all enforcement or other government officials, as Wedge in its sole discretion believes to be necessary or appropriate.

• 12. TERM AND TERMINATION. 

  • 12.1 Term The Agreement commences on the earlier to occur of (a) the date you first use the Services; or (b) the date you accept the Agreement (as described in the preamble above), and will remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement.

  • 12.2 Termination of Services by Wedge Wedge is free to terminate (or suspend access to) your use of the Services for any reason in our discretion, including your breach of this Agreement, or for reasonable suspicion of fraud, diminished capacity or other inappropriate activity. Wedge has the sole right to decide whether you are in violation of any of the restrictions set forth in this Agreement. Wedge will not have any liability whatsoever to you for any suspension or termination.

  • 12.3 Termination of Services by You If you want to terminate the Services provided by Wedge, you may do so by notifying Wedge at any time at to close your Account.

  • 12.4 Effect of Termination Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Wedge will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability

  • 12.5 No Subsequent Registration . If your registration(s) with, or ability to access, the Services, is discontinued by Wedge due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Services through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, Wedge reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

  • 13. INTERNATIONAL USERS The Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Wedge intends to announce such Services or Content in your country. The Services are controlled and offered by Wedge from its facilities in the United States of America. Wedge makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.

    
    

  • 14. DISPUTE RESOLUTION. Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires that you and Wedge arbitrate disputes with one another. PLEASE BE AWARE THAT THIS SECTION 14 CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WEDGE HAVE AGAINST EACH OTHER WILL BE RESOLVED. AMONG OTHER THINGS, THIS SECTION 14 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND WEDGE BE RESOLVED BY BINDING AND FINAL ARBITRATION. THIS SECTION 14 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ THIS SECTION 14 CAREFULLY. 

    
    

    • 14.1 Applicability of Arbitration Agreement Subject to the terms of this Arbitration Agreement, you and Wedge agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services, or the Agreement, including claims and disputes that arose between us before the effective date of the Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (a) you and Wedge may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (b) you or Wedge may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of the Agreement.

      
      

    • 14.2 Informal Dispute Resolution There may be instances when a Dispute arises between you and Wedge. If that occurs, Wedge is committed to working with you to reach a reasonable resolution. You and Wedge agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Wedge therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you also agree to participate in the conference.
      
      The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties in writing. Notice to Wedge that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to or regular mail to our offices located at Wedge Fintech LLC, 501 Congress Ave, Suite 150, Austin, TX 78701.The Notice must include: (a) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (b) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (c) a description of your Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

      
      

    • 14.3 Waiver of Jury Trial. YOU AND WEDGE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. Wedge are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the Section 14.1 above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

      
      

    • 14.4 Waiver of Class or Other Non-Individualized Relief. YOU AND WEDGE AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 14.9, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the Section 14.9. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section 14.4 are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Wedge agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in Travis County in the State of Texas. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Wedge from participating in a class-wide settlement of claims.

      
      

    • 14.5 Rules and Forum . The Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within sixty (60) days after receipt of Notice, you and Wedge agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS rules. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (a) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (b) a statement of the legal claims being asserted and the factual bases of those claims; (c) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (d) a statement certifying completion of the Informal Dispute Resolution process as described above; and (e) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. Unless you and Wedge otherwise agree, or the Batch Arbitration process discussed in Section 14.9 is triggered, the arbitration will be conducted in the county where you reside. Subject to the applicable JAMS rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. You and Wedge agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

      
      

    • 14.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of Texas and will be selected by the parties from the JAMS roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then JAMS will appoint the arbitrator in accordance with the applicable JAMS rules, provided that if the Batch Arbitration process under Section 14.9 is triggered, JAMS will appoint the arbitrator for each batch.

      
      

    • 14.7 Authority of Arbitrator The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (a) all Disputes arising out of or relating to the such Section 14.4, including any claim that all or part of the such Section 14.4 is unenforceable, illegal, void or voidable, or that such Section 14.4 has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (b) except as expressly contemplated in the Section 14.9, all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (c) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (d) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the Section 14.9. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

      
      

    • 14.8 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Wedge need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

      
      

    • 14.9 Batch Arbitration To increase the efficiency of administration and resolution of arbitrations, you and Wedge agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Wedge by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), JAMS shall (a) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (b) appoint one arbitrator for each batch; and (b) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
      
      All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise JAMS, and JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Wedge.
      
      You and Wedge agree to cooperate in good faith with JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

      
      

    • 14.10 30-Day Right to Opt Out You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: Wedge Fintech LLC, 501 Congress Ave, Suite 150, Austin, TX 78701, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Wedge account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms of Service will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

      
      

    • 14.11 Invalidity; Expiration Except as provided in the Section 14.4, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Wedge as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

      
      

    • 14.12 Modification Notwithstanding any provision in the Agreement to the contrary, we agree that if Wedge makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change becoming effective by writing to Wedge at: Wedge Fintech LLC, 501 Congress Ave, Suite 150, Austin, TX 78701, your continued use of the Services, including the acceptance of products and services offered on or through the Services, following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of the Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or the Agreement, the provisions of this Arbitration Agreement as of the date you first accepted the Agreement (or accepted any subsequent changes to the Agreement) remain in full force and effect. Wedge will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of the Agreement.

      
      

  • 15. THIRD-PARTY SERVICES  The Services may contain links to third-party websites, applications, and advertisements for third parties (“Third-Party Services”) or may, in some cases, integrate them with our Services. When you click on a link to or access or use a Third-Party Service, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Wedge. Wedge is not responsible for any Third-Party Services. Wedge provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Services, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

  
  

  • 16. GENERAL PROVISIONS. 

    
    

    • 16.1 Electronic Communications. The communications between you and Wedge may take place via electronic means, whether you visit the Services or send Wedge e-mails, or whether Wedge posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Wedge in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Wedge provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

      
      

    • 16.2 Assignment The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Wedge’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

      
      

    • 16.3 Force Majeure Wedge shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

      
      

    • 16.4 Questions, Complaints, Claims If you have any questions, complaints or claims with respect to the Services, please contact us at: . We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

      
      

    • 16.5 Exclusive Venue To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Wedge agree that all claims and disputes that are not subject to arbitration per these Terms of Use arising out of or relating to the Agreement will be litigated exclusively in the state courts located in the State of Texas or the federal courts located in the Western District of Texas.

      
      

    • 16.6 Governing Law THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF TEXAS, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT

      
      

    • 16.7 Notice You must give notice to Wedge at the following address: Wedge Fintech LLC, 501 Congress Ave, Suite 150, Austin, TX 78701. Such notice shall be deemed given when received by Wedge by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.

      
      

    • 16.8 Waiver Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

      
      

    • 16.9 Severability If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

      
      

    • 16.10 Export Control You may not use, export, import, or transfer any aspect of the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained or accessed the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By accessing or using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Wedge are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Wedge products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

      
      

    • 16.11 Consumer Complaints In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

      
      

    • 16.12 Entire Agreement The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.