Terms of Service [PLACEHOLDER]

Effective Date: July 6, 2026

These Terms of Service (the “Terms”) form a binding contract between you (“You,” “Your,” or “user”) and Wire Industries Inc dba WireMarkets (“WireMarkets,” “we,” “us,” or “our”) with respect to Your use of a WireMarkets Account in association with the services provided by us and our affiliates. These Terms govern Your access to and use of the WireMarkets Account services, including through the WireMarkets website (“Website”) and mobile application (the “App” and, together with the Website, the “Platform”), all features and services available thereon, and in relation to any transactions or dealings with WireMarkets in any way (collectively, including the Platform, the “Services”).

By accessing and using the Services, You agree that You have read, understand, and agree to be legally bound by these Terms. You agree that Your use of and access to the WireMarkets Account in connection with Your use of the Services shall be governed by these Terms and the WireMarkets Privacy Policy, and any other terms, conditions, rules, or policies that relate to the Services, such as promotions, contests, special offers, or any other condition on Your use of the Services that we may provide to You (all collectively, the “Agreements”), which are incorporated herein. Your use of the Services is at all times subject to the Agreements, as may be modified by us, and all applicable laws, rules, and regulations. Please read the Agreements carefully. If You are dissatisfied with the Agreements or any content or information accessed through the Services, please discontinue using the Services.

1. Creating and Funding Your WireMarkets Account

You create a WireMarkets Account by signing up for an account on the Platform. Once your Account is created, it will support your use of the Services.

Through the Platform, You will be able to access Your Account and can instruct the deposit of funds from an accepted payment method, which may include debit cards, wire transfers, and/or ACH transfers from your bank account (each, a “Payment Method”), into your Account (“Deposits”). You can also instruct the withdrawal of funds from Your Account, in which case the withdrawn funds will be transferred to your designated Payment Method (“Withdrawals”). Any Deposits that have not been used on the Services can only be withdrawn to the same Payment Method used to make the Deposit.

Deposits into the Account may only be used with the Services provided through a designated derivatives exchange (the “Exchange”). Once funds from a Deposit are used with the Services, the funds that are returned from the Services can be used again with the Services.

The WireMarkets Account is NOT a CFTC-protected cleared swaps customer account and is not subject to protections that would apply to such an account under Part 22 of the CFTC’s regulations. Funds in your Account are held by an affiliate of WireMarkets for you to use in connection with the Services. In the event of any insolvency, receivership, assignment for the benefit of creditors, bankruptcy filing, or similar proceeding involving WireMarkets (or its affiliates), WireMarkets (or its representatives) will promptly take all actions reasonably necessary to safeguard the funds in the Account.

WireMarkets is responsible for communicating instructions regarding your Account and the trading and settlement of event contracts with the Exchange.

You represent and warrant that you have the legal right to use any Payment Method designated by You in connection with the Services. You further agree to provide current, complete, and accurate payment information and to promptly update it as necessary. We shall have no liability to You on account of Your provision of incorrect payment information or Your failure to update it in a timely manner.

By instructing a Deposit or Withdrawal, You are authorizing WireMarkets and its affiliates and third-party providers to initiate, process, and transmit any debit, credit, or other entries or instructions necessary to effectuate the transaction you have initiated. Further, You acknowledge and agree that we or our affiliates may reverse, cancel, or refuse to process any Deposit or Withdrawal, or place a hold or freeze on any activity related to Your Account, if we believe it is necessary to comply with applicable law, prevent fraud or unauthorized activity, or protect the security or integrity of the Services.

Deposits and Withdrawals are processed using third-party providers, including payment processors, financial institutions, banks, and other parties affiliated with your designated Payment Method. The timing of Deposits and Withdrawals may be subject to delays, holds, or other processing times, which will often be out of our control (collectively, “Processing Delays”). Processing Delays may affect your ability to place Orders and execute trades. You agree that WireMarkets and its affiliates shall have no liability to You in connection with any Processing Delays, regardless of cause and alleged damages resulting therefrom.

More generally, You agree that we are not legally responsible for any acts or omissions of any third-party providers in processing Deposits or Withdrawals. You further agree to comply with the applicable terms and conditions of each such third-party provider. WireMarkets and its affiliates are not responsible for any fees charged to You by third-party providers in connection with Deposits and Withdrawals.

2. Orders & Payouts

To place an Order, funds must be available for trading in your WireMarkets Account. When you place an Order, WireMarkets will transmit debit instructions to complete the Order. Your funds will not be held in an account at the Exchange for WireMarkets or any affiliate at any point during the Exchange account funding process.

If an event contract associated with Your Order is settled as correct or otherwise sold, the payout less applicable fees and other deductions will be available in your Account. Throughout this process, WireMarkets will not hold or transfer customer funds deposited into Your Account, consistent with its role as an introducing broker. All transactions related to your Orders are managed by the Exchange.

3. Wallet Balance

WireMarkets will make the balance of funds in your Account (“Balance”) visible in your Account through the Platform. However, Your Balance might not always reflect the most current or accurate amount of funds available to You, as updates to Your Balance may be subject to delays, technical errors, system maintenance, or other issues. As such, we cannot and do not guarantee the real-time accuracy of Your Balance.

Further, WireMarkets and our affiliates shall have the right to review, investigate, and revise Your Balance to ensure that it accurately represents the correct amount, including by correcting any errors, processing adjustments, or addressing suspected or actual unauthorized activity (collectively, “Balance Corrections”). You agree that we shall have no liability whatsoever for any errors, omissions, delays, or inaccuracies in connection with the display or reporting of your Balance or any Balance Corrections.

4. Fees

WireMarkets may charge certain deposit and transaction fees on the Platform (the “Fee”). The amount of the Fees may change from time to time but will be listed in the WireMarkets Fee Schedule, available within the WireMarkets application. All Fees are non-refundable.

There are no fees associated with debit card or ACH withdrawals from Your Account to Your bank account. Fees for wire transfers vary from bank to bank, though WireMarkets does not charge any additional fees for wire transfer Deposits beyond what your bank might charge. Deposits by wire are not available for transactions below $1,000. Withdrawals by wire are not currently supported for transactions under $10,000.

You agree to pay, and are solely responsible for, all Fees applicable to Your transactions on the Services. Further, You irrevocably authorize WireMarkets and its affiliates, agents, and service providers, without further notice or demand, to debit, charge, withdraw, or otherwise collect any Fees applicable to Your transactions on the Services to or from any of the Payment Methods designated in Your Account.

If, for any reason, a Fee is not fully and punctually paid, You acknowledge and agree that WireMarkets and its affiliates may, in addition to exercising any other rights and remedies available under these Terms or applicable law, (i) suspend or restrict your access to the Services, (ii) deduct or set off the unpaid amount from Your Balance, (iii) employ third-party collections agencies and report the delinquency to credit bureaus, and (iv) take any other legally permissible action to collect, recover, or secure payment of the outstanding Fees, together with any associated costs of collection (including reasonable attorneys’ fees and expenses).

5. Taxation

WireMarkets and its affiliates may request that You provide certain information for tax reporting purposes. If so, this information will be used for compliance with tax regulations and may be shared with appropriate tax authorities. You, not WireMarkets and its affiliates, are responsible for filing and paying applicable state and federal taxes on any earnings from any event contracts.

Notwithstanding the foregoing, WireMarkets may withhold federal and state taxes from certain payouts as required by applicable law or regulation, including where required as a result of debts owed to the state. You consent to receive your Account-related tax information, including your Form W-2G and/or IRS Form 1099, electronically. Your electronic tax information will be furnished on a downloadable PDF which you should be able to access and print using a standard PDF reader. You may contact us at support@wiremarkets.com if you cannot access your electronic tax information, if you would like to request a paper copy, or if you wish to revoke your consent to receive your tax information electronically.

6. Privacy Policy

You have read and acknowledge our collection, use, and sharing of Your information, including personal information, as set forth in our Privacy Policy.

7. Termination of Access and/or Account

In addition to any right or remedy that may be available to us under these Terms or under applicable law, we may limit, suspend, or terminate Your access to the Platform at any time, with or without notice, and with or without cause. We also may refer any information on illegal activities, including Your identity, to the proper authorities.

8. Property; Intellectual Property

Subject to the express exception below, the Services, and all content of the Services (including text, graphics, scripts, sounds, interactive features, icons, images, clips, and software), are protected by copyright, trademark, and other laws. Names, logos, taglines, icons, and marks on the Platform are the exclusive property of WireMarkets and/or one of its affiliates, all rights reserved, and may not be used by You without our prior written permission. Unless otherwise indicated, all other intellectual property appearing on the Platform is the property of its respective owner. We reserve all rights not expressly granted in and to the Services.

Exception: Subject to Your strict compliance with these Terms and the other Agreements, WireMarkets grants You a limited, personal, revocable, non-transferable, non-sublicensable license to use the Services solely for non-commercial purposes and only in the following ways: (a) You may access the Platform on a device that You exclusively control (an “Approved Device”); (b) You may download and install the WireMarkets application on an Approved Device; (c) Your Approved Device may temporarily store copies of the content on the Platform incidental to Your use of the Services; and (d) You may use the content and features of the Services that we may make available to You for such purposes as may be explicitly stated at the time that they are made available. The foregoing limited license may be immediately suspended or terminated for any reason, in our sole discretion, and without advance notice or liability.

The Services are intended for users genuinely interested in the Platform and the services offered thereon. Notwithstanding any other provision in these Terms, under no circumstances may the Services be used for the purpose of, or with the intention of, initiating litigation or arbitration, including using the Services in order to trigger or induce an alleged violation of any law (“Litigation Purposes”). Use of the Services for Litigation Purposes is strictly prohibited, exceeds the parameters of the limited license granted in this Section 8, and, as such, constitutes a breach by you of these Terms. In such circumstances, WireMarkets may elect to terminate these Terms, without prejudice to our ability to seek damages, including attorneys’ fees, resulting from your breach.

9. Termination and Survival

These Terms shall remain in full force and effect while You use or access the Services or have an Account with us. If You would like to terminate Your Account, please contact us at support@wiremarkets.com.

Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, and 19, together with all other terms which by their nature should reasonably be interpreted as surviving, shall survive any termination of these Terms.

10. Indemnity

In exchange for the right to participate in the Services, You agree to defend (at our option), indemnify, and hold harmless us, our subsidiaries, affiliates, suppliers, and licensors and each of our respective officers, directors, agents, partners, and employees (the “Parties”) from any loss, liability, claim, or demand, including reasonable attorneys’ fees and costs of suit including experts’ fees, due to or arising out of (i) injuries, damages, or losses to persons and property which may be sustained in connection with Your placement of any Orders or other activities related to any event contracts, and any claims based on publicity rights, defamation, or invasion of privacy; (ii) Your User Content; (iii) Your use of the Services and Your activities in connection with the Services (including Your use of the Services in violation of these Terms); (iv) Your breach or anticipatory breach of these Terms; (v) Your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with Your use of the Services; (vi) information or material transmitted through Your Account or to WireMarkets, even if not submitted by You, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vii) any misrepresentation made by You; and (viii) our use of the information that You submit to us (all of the foregoing, “Indemnifiable Claims and Losses”). We may, in our sole and absolute discretion, require You to execute a separate agreement to indemnify similar to the one listed above in this Section 10.

You will cooperate as fully as required by us in the defense of any Indemnifiable Claims and Losses. Notwithstanding the foregoing, we retain the exclusive right to settle, compromise, and pay any and all Indemnifiable Claims and Losses. We reserve the right to select counsel and assume the exclusive defense and control of any Indemnifiable Claims and Losses. You will not settle any Indemnifiable Claims and Losses without, in each instance, the prior written consent of an officer of WireMarkets. You are responsible for repaying us for any Indemnifiable Claim or Loss.

11. Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU ARE RESPONSIBLE FOR COMPLYING WITH THE AGREEMENTS AND ALL APPLICABLE LAWS WITH RESPECT TO THE USE OF THE SERVICES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES, INCLUDING ALL INFORMATION AND CONTENT MADE AVAILABLE ON OR ACCESSED THROUGH THEM, ARE MADE AVAILABLE TO YOU “AS IS” WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND. FURTHER, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY: (A) THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; (B) THAT DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED; (C) THAT THE SERVICES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; (D) AS TO THE QUALITY, ACCURACY, COMPLETENESS, AND VALIDITY OF ANY INFORMATION OR MATERIALS RELATING TO THE SERVICES; (E) THAT YOUR USE OF THE SERVICES, INCLUDING SERVICES AND/OR LINKS PROVIDED BY THIRD PARTIES, WILL MEET YOUR REQUIREMENTS; OR (F) THAT TRANSMISSIONS OR DATA WILL BE SECURE. TO THE FULLEST EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR THE USE OF THE SERVICES, INCLUDING THE CONTENT AND ANY ERRORS CONTAINED THEREIN. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS.

EXCEPTIONS: SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION, OR LIMITATION OF CERTAIN WARRANTIES, LIABILITIES, AND DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR WARRANTIES AND LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

12. Limitation on Liability

YOU UNDERSTAND AND AGREE THAT WIREMARKETS SHALL NOT BE LIABLE IN CONNECTION WITH YOUR USE OF THE SERVICES AS SET FORTH BELOW: UNDER NO CIRCUMSTANCES SHALL WIREMARKETS OR ANY OTHER WIREMARKETS PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, ECONOMIC, PUNITIVE, OR CONSEQUENTIAL DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO (1) THE SERVICES, INFORMATION OR OTHER CONTENT ON THE PLATFORM, OR YOUR USER CONTENT; (2) THE USE OF, INABILITY TO USE, OR PERFORMANCE OF THE SERVICES; (3) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY WIREMARKETS OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SERVICES OR INFORMATION OR OTHER CONTENT ON THE PLATFORM; (4) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OWNERS OR OTHER INTELLECTUAL PROPERTY RIGHTS HOLDERS; (5) ANY ERRORS OR OMISSIONS IN THE SERVICES’ TECHNICAL OPERATION; OR ANY ASPECT OF THE EXCHANGE SERVICES, INCLUDING YOUR USE OR INABILITY TO USE SUCH SERVICES.

WITHOUT LIMITING THE FOREGOING, THE WIREMARKETS PARTIES ARE NOT RESPONSIBLE FOR ANY DAMAGE TO ANY USER’S COMPUTER, HARDWARE, COMPUTER SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY, INCLUDING DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE, OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION. YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOU CAN DISCONTINUE ACCESSING AND USING THE SERVICES.

YOU UNDERSTAND AND AGREE THAT BY USING THE SERVICES, THERE IS A RISK YOU MAY LOSE MONEY. YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK AND THE WIREMARKETS PARTIES HAVE NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY CONSEQUENCES ALLEGED TO HAVE OCCURRED THROUGH YOUR USE, OR MISUSE, OF THE SERVICES.

WITHOUT LIMITING ANY OTHER PROVISION OF THIS SECTION 12, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE TOTAL LIABILITY OF THE WIREMARKETS PARTIES FOR ANY CLAIM ASSERTED BY YOU IS LIMITED TO THE GREATER OF (A) THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY YOU TO WIREMARKETS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) $500.

YOU RECOGNIZE AND CONFIRM THAT IF YOU INCUR ANY DAMAGES, LOSSES, OR INJURIES THAT ARISE OUT OF WIREMARKETS’ ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY SERVICE OR OTHER PROPERTY OWNED OR CONTROLLED BY THE WIREMARKETS PARTIES OR YOUR UPLOAD INFORMATION, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION, OR EXPLOITATION OF ANY WIREMARKETS SERVICES OR YOUR UPLOAD INFORMATION OR ANY AND ALL ACTIVITIES OR ACTIONS RELATED THERETO. BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF ANY LAW THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS.

THE LIMITATIONS OF LIABILITY INCLUDED IN THIS SECTION APPLY EVEN IF FORESEEABLE, EVEN IF THE WIREMARKETS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHERWISE. IN NO EVENT WILL THE WIREMARKETS PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS OR INJURY, INCLUDING DEATH, OR PERSONAL INJURY.

EXCEPTIONS: SOME STATES DO NOT ALLOW THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. HOWEVER, THE TERMS OF THIS SECTION SHALL APPLY TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW.

13. Third-Party Transactions

Through Your use of the Services, You may have the opportunity to engage in commercial or other transactions with other users, vendors, and other third parties. You acknowledge that all transactions relating to any merchandise or services offered by any third party, including the purchase terms, payment terms, warranties, guarantees, maintenance, and delivery terms relating to such transactions, are agreed to solely between the third-party seller or purchaser and You, and that You will look solely to such third party to enforce any of Your rights. In the event of any problem with the products or services that You have purchased from a third party, You agree that You will address such issues with the third party, but all limitations of liability and other rights of WireMarkets shall apply nonetheless. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THE SERVICES FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY AND NOT BY US.

14. U.S. Export Controls

Software made available to You by WireMarkets (the “Software”), if any, is subject to U.S. export controls. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at Your sole risk.

15. Governing Law and Jurisdiction

To the extent permitted by law, these Terms will be governed by, and interpreted in accordance with, the laws of the State of New York, without regard for its choice of conflict of law principles. Please note that this means that New York law shall apply to these Terms and all Services.

For any Claims (defined below) that are not subject to arbitration, if any: (a) the exclusive jurisdiction and venue for proceedings involving Claims shall be Federal or State courts of competent jurisdiction sitting within the State of New York (the “Forum”), and You and we hereby waive any argument that any such court does not have personal jurisdiction or that the Forum is not appropriate or convenient; (b) You and we waive any and all rights to trial by jury with respect to any such Claims.

16. Arbitration Agreement

PLEASE READ THESE “BINDING ARBITRATION” AND “CLASS WAIVER” PROVISIONS CAREFULLY, BECAUSE THEY REQUIRE YOU TO ARBITRATE ALL DISPUTES WITH WIREMARKETS AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF. ARBITRATION DOES NOT INVOLVE A JUDGE OR JURY.

A. Initial Dispute Resolution Procedure

You and WireMarkets (each a “party” and collectively, the “parties”) agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. The parties therefore agree that, before either party demands arbitration against the other, we will individually and personally meet and confer, by telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this Section 16 (the “Arbitration Agreement”). Multiple individuals with disputes cannot participate in the same informal telephonic dispute resolution conference. If You are represented by counsel (at Your sole cost and expense), Your counsel may participate in the conference, but You shall also fully participate. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 30 days after the other party receives such notice, unless an extension is mutually agreed upon.

To notify WireMarkets that You intend to initiate an informal dispute resolution conference, write to WireMarkets, Attn: Legal Department, [WireMarkets registered mailing address], providing Your name, the telephone number(s) associated with Your Account, the email address(es) associated with Your Account, and a description of Your claim.

The parties shall use their best efforts to settle any dispute, claim, question, or disagreement and engage in good-faith negotiations, which shall be a condition to either party initiating an arbitration claim as provided in this Section 16. If the parties do not reach an agreed-upon solution within a period of 45 days from the time informal dispute resolution begins, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. The aforementioned informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process.

B. Agreement to Arbitrate

As a condition of using the Services, You and we agree that except as expressly provided in Section 16(C), any and all past, pending, or future disputes, claims, and causes of action (collectively, “Claims”) arising out of or connected with the Services or the Agreements (including any dispute concerning the breach, enforcement, construction, validity, interpretation, enforceability, or arbitrability of these Terms) shall be resolved exclusively by binding arbitration administered by National Arbitration and Mediation (“NAM”) and before a single arbitrator, except as set forth below. If NAM is not available to arbitrate, the parties will mutually agree upon an alternative arbitration provider within sixty (60) days. Except as modified by this Section 16, NAM will administer the arbitration in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed, excluding any rules or procedures governing or permitting class or representative actions. In the event of any dispute concerning the scope or applicability of the arbitration provisions of these Terms, You and WireMarkets agree that the arbitrator exclusively shall have the power to rule on his or her own jurisdiction over the Claim.

This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”) in all respects and evidences a transaction involving interstate commerce. You and WireMarkets expressly agree that the FAA shall exclusively govern the interpretation and enforcement of this Arbitration Agreement. If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which You reside shall apply. The alleged invalidity of the Terms shall have no effect upon the validity of our mutual agreement to arbitrate any Claims under this Section.

You and WireMarkets shall maintain the confidential nature of the arbitration proceedings and the arbitration award, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or a judicial challenge to an award or its enforcement, or unless otherwise required by law. Although court review of an arbitration award may be limited, an arbitrator is empowered to award the same damages and relief as a court, including injunctive relief or statutory damages. Notwithstanding the foregoing, either party may seek temporary or emergency equitable relief to enforce its rights in any court of competent jurisdiction.

C. Exceptions to Arbitration

Notwithstanding the parties’ decision to resolve all Claims through arbitration, each party retains the right to (i) elect to have any Claims resolved in small claims court on an individual basis for Claims and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initially chose; (ii) bring an action in state or federal court to protect its intellectual property rights (which in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights); and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under these Terms.

D. Class Action Waiver

YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO SUE OR GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS CONTRACT. YOU AND WE ALSO AGREE THAT (A) ANY CLAIMS WILL BE RESOLVED INDIVIDUALLY AND FOR YOUR LOSSES ONLY AND NOT AS A PLAINTIFF OR CLASS REPRESENTATIVE OR MEMBER OR OTHERWISE ON BEHALF OF OTHERS IN ANY PROPOSED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING AND NOT THROUGH ANY CLASS ACTION, (B) IF A CLAIM PROCEEDS IN COURT ANYWAY, WE BOTH WAIVE ANY RIGHT TO A JURY TRIAL, AND (C) EITHER YOU OR WE MAY SEEK A COURT INJUNCTION OR OTHER EQUITABLE RELIEF REGARDING INTELLECTUAL PROPERTY INFRINGEMENT. ARBITRATION DOES NOT INVOLVE A JUDGE OR JURY.

If there is a final judicial determination that applicable law precludes enforcement of this Section’s limitations as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies. This provision does not prevent You or WireMarkets from participating in a class-wide settlement of claims.

E. 30-Day Right to Opt Out

YOU MAY OPT OUT OF THESE ARBITRATION AND CLASS ACTION PROVISIONS BY FOLLOWING THE INSTRUCTIONS BELOW. IF YOU DO NOT OPT OUT, THESE TERMS WILL APPLY RETROACTIVELY TO ALL CLAIMS YOU MAY POSSESS, WHETHER ASSERTED TO DATE OR NOT.

IF YOU DO NOT WISH TO AGREE TO THIS SECTION OF THE TERMS REQUIRING ARBITRATION AND CLASS ACTION WAIVER AND YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF OUR SERVICES, YOU MUST, WITHIN THIRTY (30) DAYS OF ENTERING THESE TERMS, PROVIDE WRITTEN NOTICE TO WIREMARKETS AT [WireMarkets registered mailing address], ATTN: LEGAL DEPARTMENT. THIS WRITTEN NOTICE MUST BE SIGNED BY YOU, AND NOT YOUR ATTORNEY, AGENT, OR REPRESENTATIVE, AND MUST CONTAIN YOUR FULL NAME, ADDRESS, AND THE WORDS “OPT OUT” IN THE SUBJECT OF THE LETTER.

F. Initiating Arbitration

Following the conclusion of the initial dispute resolution process required by this Section, You may seek arbitration of a Claim by contacting legal@wiremarkets.com. The arbitration may be conducted via telephone, written submissions, or in person in a mutually agreed location. If the parties cannot mutually agree to a location for in-person hearings or proceedings, such proceedings shall take place within the State of New York at a location specified by the arbitrator. You are responsible for Your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. Any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunctive relief shall be brought exclusively in the courts of the State of New York, or the United States District Court for New York.

G. Batch Arbitration

To increase the efficiency of administration and resolution of arbitrations, if 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM (or another arbitration provider selected in accordance with Section 16(B) if NAM is unavailable) against WireMarkets within reasonably close proximity (“Mass Filing”), the parties agree to administer the Mass Filing in batches of 100 demands per batch, with only one batch filed, processed, and adjudicated at a time; to designate one arbitrator for each batch; to accept applicable fees, including any related fee reduction determined by the arbitration provider in its discretion; and that the staged process of batched proceedings shall continue until each demand (including Your demand) is adjudicated or otherwise resolved. Unless WireMarkets otherwise consents in writing, WireMarkets does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in Section 16(B) and this Section 16(G). If Your demand for arbitration is included in the Mass Filing, Your claims will remain tolled until Your demand for arbitration is decided, withdrawn, or settled.

H. Changes to this Section

WireMarkets will provide 30 days’ notice of any changes to this Section 16. Changes will become effective on the 30th day and apply to all claims not yet filed. If You continue to use the site after the 30th day, You agree that any unfiled claims of which WireMarkets does not have actual notice are subject to the revised clause. If You reject any such changes by opting out of the Arbitration Agreement, You may exercise Your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate Claims under a prior version of the Arbitration Agreement will not apply to claims not yet filed.

17. One-Year Statute of Limitations

You and WireMarkets agree that any Claims or lawsuits, regardless of form, arising out of or related to the Services or the Agreements must BE FILED within ONE (1) YEAR of the action, omission, event, or occurrence giving rise to the claim or suit, after which such claims will be time-barred and prohibited, without regard to any longer period of time which may be provided by any period of limitation or repose by law or statute.

18. Miscellaneous

Notice: We may give You notice of certain events from time to time. You hereby acknowledge and consent that such notices will be effective (a) upon our posting them on the Platform, (b) delivering them to You through email (if we choose to do so in our sole discretion), or (c) otherwise upon our delivery of such notice.

Rules of Construction: The section titles in these Terms are for convenience only and have no legal or contractual effect. The terms “include,” “includes,” or “including” mean “including without limitation.” Unless context requires otherwise, “or” will be construed in the inclusive sense (“and/or”). To the extent that any provision of these Terms requires or is subject to our approval or consent, WireMarkets shall be entitled to provide or withhold such approval or consent in its sole discretion.

Force Majeure: The failure of WireMarkets to comply with any provision of these Terms due to circumstances beyond its control including an act of God, hurricane, war, fire, riot, earthquake, weather, pandemic or endemic, terrorism, act of public enemies, strikes, labor shortage, actions of governmental authorities, or other force majeure event will not be considered a breach of these Terms, and WireMarkets’ performance obligations, if any, shall be delayed until such time as performance becomes reasonably practicable.

Assignment: These Terms and Your Account are personal to You, and You may not transfer or assign them. We may transfer, assign, or sublicense these Terms to a third party, for example, in the case of our engaging new third-party service providers or in the case of a merger or acquisition. Our performance under these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to Your use of the Services.

Relationship: No joint venture, partnership, employment, or agency relationship exists between You, the WireMarkets Parties, or any third-party partner we may use as a result of the Agreements or Your use of the Services.

Entire Agreement: These Terms and all Agreements constitute the entire understanding between You and us and supersede all prior understandings between You and us relating to the subject matter.

Severability: These Terms apply solely to the extent permitted by law. If for any reason any provision of the Terms, or portion thereof, is found by a court of competent jurisdiction to be unlawful, void, or unenforceable, that part of the Terms will be deemed severable and shall not affect the validity and enforceability of the remainder of these Terms, which shall continue in full force and effect.

Waiver: Our failure to assert a breach or a violation of these Terms or otherwise failure to exercise any rights under these Terms shall not constitute or be deemed a waiver or forfeiture of such rights or a waiver or forfeiture of such rights in the future.

19. Contact Information

If You experience any problems or have any inquiries or concerns, please contact us. For customer support inquiries, you can reach us by emailing support@wiremarkets.com.

• WireMarkets — Attn: Legal Department, [WireMarkets registered mailing address]
• Support: support@wiremarkets.com
• Complaints: complaints@wiremarkets.com
• Legal inquiries: legal@wiremarkets.com (please do not use this address for customer support)