Xapo Wealth Terms & Conditions

1. SCOPE

1.1 These terms and conditions (“Terms”) govern your use of the execution-only order transmission services in certain financial instruments we offer in, and for which you may submit orders from a dedicated account within the Xapo Bank App (“Wealth Account”). These Terms are supplemental to and must be read with your Xapo Bank Terms & Conditions which governs the entire relationship between you (“Customer”) and Xapo Bank when you open a Xapo Account with us.

1.2 Please read these Terms carefully before you start using the Wealth Account. These Terms provide you with information on the Wealth Account and how you may use it, some of the risks associated with it and other important information that is relevant to your use of it. If you are unsure as to the appropriateness of the Wealth Account or any of the Securities, you should seek independent professional advice.

1.3 This Agreement will commence when you activate the Wealth Account in the Xapo Bank App and will terminate in accordance with these Terms. You will have accepted these Terms by activating the Wealth Account. You must not activate the Wealth Account if you do not agree with these Terms.

1.4 As well as these Terms, general law applies to the Wealth Account, which may mean other rights and liabilities apply.

1.5 These Terms are supplied in English and shall be interpreted accordingly. Any translation of these Terms is for convenience purposes only. In the event of any conflict or inconsistency between the English version and a translated version, the English version shall prevail.

1.6 These Terms are available in the Xapo Bank App. You have the right to receive these Terms, upon request, at any time during the duration of this Agreement. This can be provided to you on paper or such other durable medium such as via email or via the Xapo Platform.

1.7 To have access to the Wealth Account you are also required to agree to separate agreements with our Broker. Xapo Bank is not a party to these agreements, has no control over their content and has no obligations towards you under them. For regulatory reasons these agreements will be provided to you in a durable medium such as email or via the Xapo Platform once you are successfully onboarded to the Wealth Account.

## 2. INTERPRETATION

2.1 In this Agreement, certain capitalised terms and phrases used but not otherwise defined herein shall have the meaning given to them in the Xapo Bank Terms & Conditions.

3. ABOUT US

3.1 The Wealth Account is provided by Xapo Bank Limited, a “credit institution” under the Financial Services Act 2019 with permission from the Gibraltar Financial Services Commission (“GFSC”) to provide services as an “investment firm”.

3.2 If you ever have any questions, issues, or complaints, you can always check out our FAQs page or you can contact our Membership Services Team through the Xapo Bank App or via our Website. Our team will always do their best to help you. Unless otherwise stated our FAQs do not form part of this Agreement and shall not affect the interpretation of these Terms.

4. WEALTH ACCOUNT

4.1 When available, Xapo Bank makes the Wealth Account available to customers who have been verified by us and have a verified Xapo Account and are located in a region where the Wealth Account is made available to them. We and our Broker respectively reserve the right to reject any application for a Wealth Account for any reason whatsoever.

4.2 The Wealth Account is an execution only, non-advised order transmission service offered by Xapo Bank that allows you to buy and sell certain financial instruments that are made available from time to time (“Security”, “Securities”). We do not provide any sort of legal, investment, tax or any other kind of advice whatsoever, or any direction or guidance on the merits or appropriateness for you of the Wealth Account or of any of the Securities. We have sole discretion on the Securities we make available to you through the Wealth Account.

4.3 You are solely responsible for all actions you take in the Wealth Account and we are not responsible for any such decisions. You may only use the Wealth Account in good faith and for lawful purposes. In the instance that fraudulent activity is suspected, we reserve the right to suspend your Xapo Account and the Wealth Account whilst further investigation is undertaken. In doing so we may request evidence to support the transactions associated with your Xapo Account and the Wealth Account.

4.4 Xapo Bank reserves the right at any time and from time to time to restrict, suspend, modify or discontinue, temporarily or permanently, the Wealth Account or any part thereof. We shall provide you with sufficient notice of such actions where necessary or where it is required by applicable law.

4.5 Any conduct detrimental to us, or any misrepresentation or fraudulent activities in connection with your use of the Wealth Account may result, in addition to any rights or remedies available to us, in the termination of your access to the Wealth Account, all as determined by us in our sole discretion.

4.6 Any attempt by any person to undermine the legitimate operation of the Wealth Account may be a violation of criminal and civil law, and, should such an attempt be made, we reserve the right to seek damages from any such person to the fullest extent permitted by applicable law.

5. CLIENT CATEGORISATION

5.1 We are required to categorise you as a certain type of client. We will treat you as a retail client as defined by applicable regulatory criteria unless you have requested a different categorisation and we have agreed to this request in writing.

5.2 You may request at any time a different client categorisation to the one we have given you, but we may, in our sole discretion, reject any such request.

6. ORDERS

6.1 The Wealth Account allows you to send us instructions to buy or sell Securities on your behalf (“Order(s)”). We do not execute your Orders and are not responsible for their execution. These are transmitted by us to DriveWealth LLC or any replacement or additional third party broker (“Broker”) for execution or onward transmission for execution. Once we have transmitted your Order we no longer have any control over when or how our Broker will execute the Order or have it executed.

6.2 An Order will only be accepted if it is submitted through the Wealth Account or as otherwise indicated to you in the Xapo Bank App. You are not permitted to submit an Order on behalf of others and you must always act on your own behalf. We will accept an Order where we reasonably believe in good faith that the instruction is from you and is correct, without carrying out any further checks or investigations. We will not be liable for accepting an Order which is not in fact genuine, or for investigating, not investigating, or not following any Order that we reasonably believe may not be genuine, provided that we have acted reasonably and in good faith when we have done so.

6.3 We may also, at our and our Broker’s discretion, delay or not accept an Order if:

1. You do not have sufficient funds in the Wealth Account or Xapo Account to complete the Order;
2. Acceptance of the Order would breach any established limits imposed on the Wealth Account;
3. We are required to do so by the underlying market where a Security is listed;
4. Your Xapo Account and/or the Wealth Account are suspended; or
5. We are required to do so by a competent regulatory authority or as a matter of law.

6.4 We will not be liable for any loss or expense that you incur as a result of any such a delay or refusal on our or our Broker’s part, provided that we have acted reasonably. We will notify you if an Order is rejected.

6.5 We and our Broker reserve the right to restrict the Wealth Account in any manner that we reasonably believe is necessary to remain compliant with applicable Law or if we, in our sole discretion, determine that there is a reasonable risk-based justification for doing so.

6.6 The prices of the Securities available in the Wealth Account are indicative only. These prices can change and we cannot provide you with any guarantee that we will be able to have an Order executed at the price that is quoted in the Wealth Account before placing your Order. In certain circumstances, your Order may be executed at a better price or at a worse price than was quoted to you in the Wealth Account before placing the Order. We will not be liable for the difference in the prices.

6.7 We reserve the right to take funds from the Wealth Account or your Xapo Account to make payment for an Order. This usually occurs when an Order is settled at a price that is higher than the price quoted in the Wealth Account before placing the Order.

6.8 You understand and accept that Xapo Bank cannot guarantee the acceptance of an Order by our Broker. An Order may not be accepted in several circumstances, including where there is a reasonable risk-based justification for doing so, or if the Security you are placing an Order for is either no longer available or has been suspended from trading.

6.9 Once an Order is submitted it becomes a binding obligation and you cannot cancel it once it has been executed. You can only cancel an Order or withdraw it before you confirm it within the Wealth Account and only if we and/or our Broker consent to it. You understand that it is important to ensure that you enter all the details of your Order correctly and accurately and that you are willing and able to enter into a binding commitment to enter into an Order when you submit it.

6.10 We reserve the right to disclose information about your Orders and the Securities you hold via the Wealth Account as may be required under applicable law. All the information we obtain from your Orders and Securities held in the Wealth Account shall be our sole and exclusive property.

6.11 All the proceeds from the sale of Securities will be credited to the Wealth Account once your Order to sell has been settled.

7. ORDER TYPES

7.1 We may from time to time provide you with the ability to submit different types of Orders you can submit through the Wealth Account. These may include the following types of Orders:

1. Market Order is an Order placed immediately during 9:30AM and 4PM EST Time (“Market Hours”) at the best available price at that moment in time;
2. Limit Order (which includes Buy Limit Orders and Sell Limit Orders) is an Order placed at a specified price or better;
3. Stop Order is an Order that is only executed when the price of a stock reaches a specified price and subsequently becomes a Market Order and is executed at the best available price; or
4. Out of Hours Order is a Market Order that is placed outside of Market Hours and will be executed by our Broker once the market opens again.

7.2 We have sole discretion on the types of Orders we make available to you through the Wealth Account from time to time.

7.3 When Limit Orders are available you undertake not to disclose or publish any details or information of any pending Limited Order you have in the Wealth Account. Limit Orders, when available, are not available for Fractional Shares.

7.4 We do not accept short sales (selling of Securities you do not own). You can only sell Securities you hold via the Wealth Account.

8. RESTRICTIONS

8.1 You are solely responsible for ensuring you are, and continue to be throughout the duration of this Agreement, eligible to hold Securities via the Wealth Account and have access to it.

8.2 You are also solely responsible for becoming aware of and understanding any restrictions on holding Securities via the Wealth Account, placing Orders and on your general use of and access to the Wealth Account, whether those restrictions are imposed by law, any competent regulatory authority, us, our Broker, the issuer or provider of a Security, or otherwise.

8.3 If you fail to dispose of Securities you are not eligible to own or are otherwise required to sell within any applicable timescales, we reserve the right to dispose of any such Securities without notice to you. You will be responsible for any costs and expenses associated with such a disposal and we will not be liable for any loss you suffer as a result.

8.4 The Wealth Account may be subject to restrictions on your activity from time to time. You undertake not to engage in day trading, which means the buying and selling, or selling and buying of the same Security on the same day beyond a certain limit or threshold (“Pattern Day Trading”). We may institute trade restrictions to prevent you from Pattern Day Trading at any time without notice to you. As a result, you may be restricted from purchasing or selling Securities on a particular day or time that you intend. Further information can be found in the Limited Purpose Account Agreement you will agree to enter into when opening the Wealth Account.

8.5 Engaging in Pattern Day Trading from the Wealth Account will result in the Wealth Account and your account with the Broker being suspended and they may be closed.

8.6 You are not permitted to use any algorithms or electronic trading programs or systems in connection with your submission of Orders via the Wealth Account.

9. TRANSFER OF SECURITIES

9.1 We do not support the transfer of any financial instruments that you hold outside of the Wealth Account into the Wealth Account. Securities, including fractions of shares (“Fractional Shares”) that you acquire and hold via the Wealth Account cannot be transferred to another broker and can only be sold via our Broker, using the Wealth Account.

9.2 In the event of our Broker’s insolvency, your Securities, including Fractional Shares, will be transferred to another broker.

10. FEES & COMMISSIONS

10.1 As part of our best execution regulatory obligations, Xapo Bank is required to demonstrate that it is taking appropriate steps in order to provide best execution to our members. As part of this, Xapo Bank will ensure that the commissions and fees it charges for your use of the Wealth Account are transparent and available in the Xapo Bank App, and do not hinder you achieving best execution.

10.2 We may also charge you fees levied by third parties such as the United States Securities and Exchange Commission and the Financial Industry Regulatory Authority and other applicable pass through fees.

10.3 You will automatically be instructing our Broker to pay us all applicable fees due from you to Xapo Bank everytime you place an Order.

11. ORDER HANDLING & BEST EXECUTION

11.1 Xapo Bank takes all the sufficient steps to obtain the best possible results for you on a consistent basis, when transmitting Orders to our Broker.

11.2 We have a policy in place to ensure we have a consistent approach to achieving the best possible results for you in accordance with regulatory requirements, that considers all relevant execution factors and any specific client instructions. The policy can be provided to you on paper or such other durable medium such as via email or via the Xapo Platform, upon request.

12. CORPORATE ACTIONS

12.1 In the event that we receive information from our Broker about corporate actions or other rights and duties relating to the Securities you hold via the Wealth Account and we consider it necessary to notify you of them, then we will notify you via the Xapo Bank App.

12.2 You hereby undertake to personally gather all the information about the rights and duties arising from the Securities you hold via the Wealth Account and about corporate actions and perform any and all duties and obligations arising from such Securities. You understand and agree that we are not responsible for notifying you of any such rights and duties or corporate actions and will not be held liable for any damages, losses or expenses or claims or demands caused or threatened against you as a result of not being informed by us of such rights, duties or corporate actions.

12.3 In certain instances, corporate actions or other market events may create a situation where a Security you hold via the Wealth Account cannot or can no longer be supported. In such instances we reserve the right to liquidate or write-off such non-supported Security and credit you with cash-in-lieu. We will provide you with sufficient notice of such actions where necessary or where it is required by applicable law.

12.4 You have the right to give us instructions in the form provided by us for exercising the voting rights related to the Securities you hold via the Wealth Account. You hereby undertake to indemnify us against all and any expenses, damages and loss relating to the execution of such instruction. We have the right to decide at our own discretion which Securities and on what conditions we exercise the right to vote.

12.5 We reserve the right to sign any and all documents and perform any acts in your name, which are necessary for exercising such rights arising from any Security you hold via the Wealth Account and which do not require submitting an Order. This right applies even in case you have not provided us with instructions for exercising the voting rights related to the Securities you hold via the Wealth Account.

13. SAFEGUARDING

13.1 Xapo Bank does not hold your Securities after you have acquired them. Our Broker will arrange for your Securities to be held in accordance with applicable law. Our Broker is responsible for safeguarding your Securities.

13.2 You understand and accept that Xapo Bank or our Broker may be obliged by a third party to cancel all the Securities you hold via the Wealth Account. We will notify you as soon as practicable of this event and you undertake to cooperate with us and our Broker to comply with any such request, including taking all actions necessary as communicated to you by us.

14. PROTECTION

14.1 If you incur a loss as a result of the default of Xapo Bank, you may be entitled to compensation in the event we are unable to meet our obligations to you. The Gibraltar Investor Compensation Scheme protects assets and money linked to investment business, but excludes money held in your Xapo Account, not in the Wealth Account.

14.2 Our Broker is a member of the Securities Investor Protection Corporation (“SIPC”). All the Securities you hold via the Wealth Account with our Broker are eligible for protection by SIPC. In the event that our Broker becomes insolvent, your Securities may be protected up to $500,000.00 by SIPC. The protection offered by SIPC does not cover losses incurred as a result of a decline in the value of your Securities.

15. THIRD PARTY ARRANGEMENTS

15.1 We may enter into arrangements with third parties to offer you additional services or features in the Wealth Account.

15.2 These additional services or features are provided to you on a best efforts basis only and may be subject to separate terms to these. We shall have no liability for any type of error whatsoever in the additional services or for any losses or damages you may suffer in connection with these services or features when accessed through us.

15.3 We reserve the right at any time and from time to time to restrict, suspend, modify or discontinue, temporarily or permanently, any such additional services or features or any part thereof. We will provide you with sufficient notice of such actions where necessary or where it is required by applicable law.

16. CONFLICTS OF INTEREST

16.1 In the course of providing you with the Wealth Account, conflicts of interest may arise between our interests and yours. We have a policy in place to ensure we identify and handle conflicts fairly and treat our clients fairly at all times.

16.2 Where a potential conflict of interest is identified, it is closely managed to ensure client interests are not affected. The policy can be provided to you on paper or such other durable medium such as via email or via the Xapo Platform, upon request.

17. TAX

17.1 You are solely responsible for determining the tax implications and the payments of all taxes that arise from your access to and use of the Wealth Account.

18. TERMINATION

18.1 Your access to Wealth will be cancelled and this Agreement will be terminated immediately upon the closure of your Xapo Account.

18.2 Xapo Bank is entitled to terminate this Agreement by providing you with at least thirty (30) days written notice. Our termination of this Agreement will not affect any of our rights or obligations arising under these Terms.

18.3 You may choose to only terminate this Agreement and close the Wealth Account at any time which shall automatically cancel your access to the Wealth Account. This option will keep your Xapo Account and its other features open but you won’t be able to use the Wealth Account anymore, unless you restart the onboarding process. To exercise this option please use the dedicated feature in the Xapo Bank App or contact our Membership Services Team through the Xapo Bank App or via our Website for help. Our team will always do their best to help you. You may be able to reactivate the Wealth Account at a later date should you wish to have one again.

18.4 In addition to the immediate termination rights we have in the Xapo Bank Terms & Conditions, Xapo Bank may also terminate this Agreement immediately and without notifying you of our decision if any of the following circumstances occur:

1. You deliberately, or we have good reason to suspect that you use the Wealth Account for criminal or fraudulent purposes or someone else is using it without your authority;
2. Your break any of the terms of the agreements you enter into with our Broker; or
3. We are required to terminate our Agreement by any competent regulatory authority or as a matter of law.

18.5 Any termination of this Agreement will automatically cancel your access to the Wealth Account.

19. EFFECT OF TERMINATION

19.1 If we notify you of our intention to terminate this Agreement, we will complete the transactions already initiated by you that have not yet completed. You will also submit Orders to sell all the Securities you hold via the Wealth Account within the notice period given for the termination of the Agreement. No new Orders to purchase Securities will be accepted during such termination notice period.

19.2 If you decide to terminate this Agreement and close the Wealth Account, we will first have to complete all the transactions in the Wealth Account already initiated by you that have not yet completed. Once those transactions are completed, you agree to submit Orders to sell all the Securities you hold via the Wealth Account, by either doing it manually yourself or allowing us to do it on your behalf as part of an automated process. No new Orders to purchase Securities will be accepted once the Wealth Account has been closed.

19.3 In the event we terminate this Agreement immediately, or if you fail to liquidate all the Securities you hold via the Wealth Account before the expiry of a termination notice period, we will without your consent or any further notice to you:

1. Liquidate all of the Securities you hold via the Wealth Account;
2. Credit the proceeds, less any applicable fees or amounts owed to us, our Broker or third party, to your Xapo Account; and
3. Close the Wealth Account;

and you will be responsible for any costs and expenses associated with such liquidation and we will not be liable for any loss you suffer as a result.