General Terms

Last modified: November 11, 2024

You and WealthPeakAI agree as follows:

1. Your WealthPeakAI Account.

1.1 Eligibility.

Access to the WealthPeakAI platform is restricted. Only licensed financial institutions, regulated intermediaries, professional services firms (including but not limited to private banks, family offices, asset managers, law firms and accounting firms), and accredited professionals or organisations conducting due diligence, market research or client advisory services on behalf of ultra-high-net-worth individuals are eligible to apply for an account.

Applicants must be legally authorised to handle and protect confidential data within their jurisdiction. WealthPeakAI and its affiliates may provide services to eligible applicants or their affiliates in other countries or regions pursuant to separate agreements.

No applicant may create or maintain a WealthPeakAI account on behalf of, or for the benefit of, any user whose access to the platform has been suspended or terminated, unless WealthPeakAI has granted its prior written consent.

1.2 Business Representative.

You and your Representative each represent and warrant to WealthPeakAI that: (a) the Representative is duly authorised to provide User Information on your behalf and to bind you to this Agreement; and (b) the Representative is an executive officer, senior manager, or otherwise holds substantial responsibility for the control, management, or direction of your business. WealthPeakAI may, at its discretion, require you or your Representative to furnish additional information or documentation evidencing the Representative’s authority.

1.3 Sole Proprietors.

If you are a sole proprietor, you and your Representative further represent and warrant that the Representative is personally responsible and liable for your use of the Services, as well as for your obligations to any Customers, including the timely payment of all amounts due under this Agreement.

1.4 Age Requirements.

You must be at least 18 years of age, or the age of majority in your jurisdiction, to enter into this Agreement and use the Services. By applying for a WealthPeakAI account, you represent and warrant that you meet this age requirement.

2. Services and Support.

2.1 Services.

WealthPeakAI (and its Affiliates, as applicable) will make available to you the Services, including those described in the applicable Services Terms, and, if applicable, give you access to a WealthPeakAI Dashboard.

2.2 Services Terms; Order of Precedence.

The Services Terms contain specific terms governing the parties’ rights and obligations related to the Services described in those Services Terms. If there are no Services Terms for a particular WealthPeakAI service, then only these General Terms govern. By accessing or using a Service, you agree to comply with the applicable Services Terms. If any term in these General Terms conflicts with a term in any Services Terms or set of terms incorporated by reference into this Agreement, then unless terms of lower precedence expressly state to the contrary, the order of precedence is: (a) the Services Terms; (b) these General Terms; and (c) all terms incorporated by reference into this Agreement. Your access to or use of the Services may also be subject to additional terms to which you agree through the WealthPeakAI Dashboard.

2.3 Service Modifications and Updates.

WealthPeakAI may modify the Services and WealthPeakAI Technology at any time, including adding or removing functionality or imposing conditions on use of the Services. WealthPeakAI will notify you of material adverse changes in, deprecations to, or removal of functionality from, Services or WealthPeakAI Technology that you are using. WealthPeakAI is not obligated to provide any Updates. However, if WealthPeakAI makes an Update available, you must fully install the Update by the date or within the time period stated in WealthPeakAI’s notice; or, if there is no date or period stated in the notice, then no later than 30 days after the date of the notice.

2.4 Subcontracting.

WealthPeakAI may subcontract its obligations under this Agreement to third parties.

2.5 Services Restrictions.

You may only use the Services for business purposes. You must not, and must not enable or allow any third party to: (a) use the Services for personal, family or household purposes;

(b) act as service bureau or pass-through agent for the Services with no added value to Customers;

(c) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public WealthPeakAI systems, programs, data, or services;

(d) except as Law permits, reverse engineer or attempt to reverse engineer the Services or WealthPeakAI Technology;

(e) use the Services to engage in any activity that is illegal, fraudulent, deceptive or harmful;

(f) perform or attempt to perform any action that interferes with the normal operation of the Services or affects other WealthPeakAI users’ use of WealthPeakAI services;

(g) exceed any Services usage limitations stated in the Documentation; or

(h) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the Services, Documentation, or the WealthPeakAI Website except as permitted by Law.

2.6 Preview Services.

(a) Classification. WealthPeakAI may classify certain WealthPeakAI services or WealthPeakAI Technology, including a particular product or feature release, as being in a Preview phase. A WealthPeakAI service may be generally available in some circumstances (e.g., in some countries or regions) while still released or classified as Preview in other circumstances.

(b) Nature of Preview Services. By their nature, Preview Services may be feature-incomplete or contain bugs. WealthPeakAI may describe limitations that exist within a Preview Service; however, your reliance on the accuracy or completeness of these descriptions is at your own risk. You should not use Preview Services in a production environment until and unless you understand and accept the limitations and flaws that may be present in the Preview Services.

(c) Feedback. Unless WealthPeakAI otherwise agrees in writing, your use of Preview Services is confidential, and you must provide timely Feedback on the Preview Services in response to WealthPeakAI requests.

(d) Availability During Preview Product Release Phase. WealthPeakAI may suspend or terminate your access to any Preview Services at any time.

2.7 Support.

WealthPeakAI will provide you with support to resolve general issues relating to your WealthPeakAI Account and your use of the Services through resources and documentation that WealthPeakAI makes available on the WealthPeakAI Website and in the Documentation. WealthPeakAI’s support is also available by contacting WealthPeakAI at dedicated hotlines provided to our members. WealthPeakAI is not responsible for providing support to your end Customers.

2.8 Third-Party Services.

WealthPeakAI may reference, enable you to access, or promote (including on the WealthPeakAI Website) Third-Party Services. These Third-Party Services are provided for your convenience only and WealthPeakAI does not approve, endorse, or recommend any Third-Party Services to you. Your access and use of any Third-Party Service is at your own risk and WealthPeakAI disclaims all responsibility and liability for your use of any Third-Party Service. Third-Party Services are not Services and are not governed by this Agreement or WealthPeakAI’s Privacy Policy. Your use of any Third-Party Service, including those linked from the WealthPeakAI Website, is subject to that Third-Party Service’s own terms of use and privacy policies (if any).

3. Information; Your Business.

3.1 User Information.

Upon WealthPeakAI’s request, you must provide User Information to WealthPeakAI in a form satisfactory to WealthPeakAI. You must keep the User Information in your WealthPeakAI Account current. You must promptly update your WealthPeakAI Account with any changes affecting you, the nature of your business activities, your Representative, beneficial owners, principals, shareholders, or any other pertinent information. You must immediately notify WealthPeakAI, and provide to WealthPeakAI updated User Information, if (a) you experience or anticipate experiencing a Change of Control; (b) you experience or anticipate experiencing a material change in your business or financial condition, including if you experience or are likely to experience an Insolvency Proceeding; (c) the regulatory status of the business for which you are using the Services changes, including if it becomes subject, or no longer subject, to regulatory oversight; or (d) a Governmental Authority has notified you that you or your business is the subject of investigative action.

4. Services Fees; Taxes.

4.1 Services Fees.

The Fees are stated on the WealthPeakAI Pricing Page, unless you and WealthPeakAI otherwise agree in writing. WealthPeakAI may revise the Fees at any time. If WealthPeakAI revises the Fees for a Service that you are currently using, WealthPeakAI will notify you at least 30 days before the revised Fees apply to you.

4.2 Collection of Fees and Other Amounts.

You must pay, or ensure that WealthPeakAI is able to collect, Fees and other amounts you owe under this Agreement when due. WealthPeakAI may deduct, recoup or setoff Fees and other amounts you owe under this Agreement, or under any other agreements you have with WealthPeakAI or any of its Affiliates, from your WealthPeakAI Account balance, or invoice you for those amounts. If you fail to pay invoiced amounts when due, if your WealthPeakAI Account balance is negative or does not contain funds sufficient to pay amounts that you owe under this Agreement, or under any other agreement with WealthPeakAI or any of its Affiliates, or if WealthPeakAI is unable to collect amounts due from your WealthPeakAI Account balance, then WealthPeakAI may, to the extent Law permits, deduct, recoup or setoff those amounts from: (a) if established and applicable, each Reserve; (b) funds payable by WealthPeakAI or its Affiliate to you or your Affiliate; (c) if established, each User Affiliate Reserve; (d) each User Bank Account; and (e) the WealthPeakAI account balance of each WealthPeakAI account that WealthPeakAI determines, acting reasonably, is associated with you or your Affiliate. If the currency of the amount being deducted is different from the currency of the amount you owe, WealthPeakAI may deduct, recoup or setoff an amount equal to the amount owed (using WealthPeakAI’s conversion rate) together with any fees WealthPeakAI incurs in making the conversion.

4.3 Taxes.

WealthPeakAI’s fees exclude all Taxes, except as the WealthPeakAI Pricing Page states to the contrary. You have sole responsibility and liability for:

(a) determining which, if any, Taxes or fees apply to the sale of your products and services, acceptance of donations, or payments you make or receive in connection with your use of the Services; and

(b) assessing, collecting, reporting and remitting Taxes for your business. If WealthPeakAI is required to withhold any Taxes, WealthPeakAI may deduct those Taxes from amounts otherwise owed to you and pay those Taxes to the appropriate taxing authority. If you are exempt from paying, or are otherwise eligible to pay a reduced rate on, those Taxes, you may provide to WealthPeakAI an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status or reduced rate eligibility, in which case WealthPeakAI will not deduct the Taxes covered by the certificate. You must provide accurate information regarding your tax affairs as WealthPeakAI reasonably requests, and must promptly notify WealthPeakAI if any information that WealthPeakAI prepopulates is inaccurate or incomplete. WealthPeakAI may send documents to you and taxing authorities. Specifically, Law may require WealthPeakAI to file periodic informational returns with taxing authorities related to your use of the Services. WealthPeakAI may send tax-related information electronically to you.

5. Termination; Suspension; Survival.

5.1 Termination.

(a) Your Termination. You may terminate this Agreement at any time by closing your WealthPeakAI Account. To do so, you must send an email to us at support@wealthpeakai.com. If after termination you use the Services again, this Agreement will apply with an Effective Date that is the date on which you first use the Services again.

(b) WealthPeakAI’s Termination for Convenience. WealthPeakAI may terminate this Agreement (or any part) or close your WealthPeakAI Account at any time for any or no reason (including if any event listed in Sections 5.2(a)–(i) of these General Terms occurs) by notifying you. In addition, WealthPeakAI may terminate this Agreement (or relevant part) for cause if WealthPeakAI exercises its right to suspend Services (including under Section 5.2 of these General Terms) and does not reinstate the suspended Services within 30 days.

(c) Termination for Material Breach. A party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and if capable of cure, does not cure the breach within 10 days after receiving notice specifying the breach. If the material breach affects only certain Services, the non-breaching party may choose to terminate only the affected Services.

(d) Effect on Other Agreements. Unless stated to the contrary, termination of this Agreement will not affect any other agreement between the parties or their Affiliates.

5.2 Suspension.

WealthPeakAI may immediately suspend providing any or all Services to you, and your access to the WealthPeakAI Technology, if: (a) WealthPeakAI believes it will violate any Law, Financial Services Terms or Governmental Authority requirement;

(b) a Governmental Authority or a Financial Partner requires or directs WealthPeakAI to do so;

(c) you do not update in a timely manner your implementation of the Services or WealthPeakAI Technology to the latest production version WealthPeakAI recommends or requires;

(d) you do not respond in a timely manner to WealthPeakAI’s request for User Information or do not provide WealthPeakAI adequate time to verify and process updated User Information;

(e) you breach this Agreement or any other agreement between the parties;

(f) you breach any Financial Services Terms;

(g) you enter an Insolvency Proceeding;

(h) WealthPeakAI believes that you are engaged in a business, trading practice or other activity that presents an unacceptable risk to WealthPeakAI; or

(i) WealthPeakAI believes that your use of the Services (i) is or may be harmful to WealthPeakAI or any third party; (ii) presents an unacceptable level of credit risk; (iii) increases, or may increase, the rate of fraud that WealthPeakAI observes; (iv) degrades, or may degrade, the security, stability or reliability of the WealthPeakAI services, WealthPeakAI Technology or any third party’s system (e.g., your involvement in a distributed denial of service attack); (v) enables or facilitates, or may enable or facilitate, illegal or prohibited transactions; or (vi) is or may be unlawful.

5.3 Survival.

The following will survive termination of this Agreement: (a) provisions that by their nature are intended to survive termination (including Sections 4, 7.2, 9.4, 11, 12 and 13 of these General Terms); and

(b) provisions that allocate risk, or limit or exclude a party’s liability, to the extent necessary to ensure that a party’s potential liability for acts and omissions that occur during the Term remains unchanged after this Agreement terminates.

6. Use Rights.

6.1 Use of Services.

Subject to the terms of this Agreement, WealthPeakAI or its Affiliates grant you a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to access the Documentation, and access and use the WealthPeakAI Technology, as long as your access and use is (a) solely as necessary to use the Services; (b) solely for your business purposes; and (c) in compliance with this Agreement and the Documentation.

6.2 Feedback.

During the Term, you and your Affiliates may provide Feedback to a WealthPeakAI Entity. You grant, on behalf of yourself and your Affiliates, to WealthPeakAI and its Affiliates a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to exploit that Feedback for any purpose, including developing, improving, manufacturing, promoting, selling and maintaining the WealthPeakAI services. All Feedback is WealthPeakAI’s confidential information.

6.3 Marks Usage.

Subject to the terms of this Agreement, each party or its Affiliates grants to the other party and its Affiliates a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to use the Marks of the grantor party or its Affiliate solely to identify WealthPeakAI as your service provider. Accordingly, WealthPeakAI and its Affiliates may use those Marks: (a) on WealthPeakAI webpages and apps that identify WealthPeakAI’s customers;

(b) in WealthPeakAI sales/marketing materials and communications; and

(c) in connection with promotional activities to which the parties agree in writing.

6.4 No Joint Development; Reservation of Rights.

Any joint development between the parties will require and be subject to a separate agreement between the parties. Nothing in this Agreement assigns or transfers ownership of any IP Rights to the other party. All rights (including IP Rights) not expressly granted in this Agreement are reserved.

7. Privacy and Data Use.

7.1 Privacy Policies.

Each party will make available a Privacy Policy that complies with Law. WealthPeakAI’s Privacy Policy explains how and for what purposes WealthPeakAI collects, uses, retains, discloses and safeguards the Personal Data you provide to WealthPeakAI.

7.2 Disclosures.

When you provide Personal Data to WealthPeakAI, or authorize WealthPeakAI to collect Personal Data, you must provide all necessary notices to, and obtain all necessary rights and consents from, the applicable individuals (including your Customers) sufficient to enable WealthPeakAI to lawfully collect, use, retain and disclose the Personal Data in the ways this Agreement and WealthPeakAI’s Privacy Policy describe. You will determine the content of the notices you provide to your Customers.

7.3 Data Processing.

WealthPeakAI may automatically collect and process Personal Data in the course of providing the Services. While WealthPeakAI will use commercially reasonable efforts to protect such Personal Data, it does not guarantee complete security.

You are solely responsible for ensuring that your collection, use, storage, and disclosure of Personal Data through the Services complies with all applicable laws and regulations. You must provide notice to individuals whose Personal Data you process and obtain all required consents or authorizations. By using the Services, you represent and warrant that you are aware of, and will comply with, all legal obligations governing Personal Data in your jurisdiction and in relation to any individuals whose data you process.

7.5 WealthPeakAI Data.

You may use the WealthPeakAI Data only as this Agreement and other applicable agreements between a WealthPeakAI Entity and you (or your Affiliates, if applicable) permit.

7.6 Retention of Data.

WealthPeakAI is not obligated to retain data after the Term, except as (a) required by Law; (b) required for WealthPeakAI to perform any post-termination obligations; (c) this Agreement otherwise states; or (d) the parties otherwise agree in writing.

7.7 Use of Fraud Signals.

If WealthPeakAI provides you with information regarding the possibility or likelihood that your account may be fraudulent or that an individual cannot be verified, WealthPeakAI may incorporate your subsequent actions and inactions into WealthPeakAI’s fraud and verification model, for the purpose of identifying future potential fraud. Please see the WealthPeakAI Privacy Center for more information on WealthPeakAI’s collection of end-customer data for this purpose and for guidance on how to notify your Customers.

8. Data Security.

8.1 Controls.

Each party will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect data in its possession or under its control from unauthorized access, accidental loss and unauthorized modification. You are responsible for implementing administrative, technical, and physical controls that are appropriate for your business.

8.2 WealthPeakAI Account Credentials.

You must prevent any Credential Compromise, and otherwise ensure that your WealthPeakAI Account is not used or modified by anyone other than you and your representatives. If a Credential Compromise occurs, you must promptly notify and cooperate with WealthPeakAI, including by providing information that WealthPeakAI requests. Any act or failure to act by WealthPeakAI will not diminish your responsibility for Credential Compromises.

8.3 Data Breach.

You must notify WealthPeakAI immediately if you become aware of an unauthorized acquisition, modification, disclosure, access to, or loss of Personal Data on your systems.

8.4 Audit Rights.

If WealthPeakAI believes that a compromise of data has occurred on your systems, website, or app, WealthPeakAI may require you to permit a WealthPeakAI approved third-party auditor to audit the security of your systems and facilities. You must fully cooperate with all auditor requests for information or assistance. As between the parties, you are responsible for all costs and expenses associated with these audits. WealthPeakAI may share with Financial Services Partners any report the auditor issues.

9. Indemnity.

9.1 WealthPeakAI IP Infringement.

(a) Defense and Indemnification. WealthPeakAI will defend you against any IP Claim and indemnify you against all IP Claim Losses.

(b) Limitations. WealthPeakAI’s obligations in this Section 11.1 do not apply if the allegations do not specify that the WealthPeakAI Technology, Services, or Mark of a WealthPeakAI Entity is the basis of the IP Claim, or to the extent the IP Claim or IP Claim Losses arise out of:

(i) the use of the WealthPeakAI Technology or Services in combination with software, hardware, data, or processes not provided by WealthPeakAI;

(ii) failure to implement, maintain and use the WealthPeakAI Technology or Services in accordance with the Documentation and this Agreement;

(iii) your breach of this Agreement; or

(iv) your negligence, fraud or willful misconduct.

(c) Process. You must promptly notify WealthPeakAI of the IP Claim for which you seek indemnification; however, any delay or failure to notify will not relieve WealthPeakAI of its obligations under this Section 9, except to the extent WealthPeakAI has been prejudiced by the delay or failure. You must give WealthPeakAI sole control and authority to defend and settle the IP Claim, but (i) you may participate in the defense and settlement of the IP Claim with counsel of your own choosing at your own expense; and (ii) WealthPeakAI will not enter into any settlement that imposes any obligation on you (other than payment of money, which WealthPeakAI will pay) without your consent. You must reasonably assist WealthPeakAI in defending the IP Claim.

(d) Other WealthPeakAI Actions. WealthPeakAI may in its discretion and at no additional expense to you:

(i) modify the WealthPeakAI Technology or Services so that they are no longer claimed to infringe or misappropriate IP Rights of a third party;

(ii) replace the affected WealthPeakAI Technology or Services with a non-infringing alternative;

(iii) obtain a license for you to continue to use the affected WealthPeakAI Technology, Services, or Mark; or

(iv) terminate your use of the affected WealthPeakAI Technology, Services, or Mark upon 30 days’ notice.

(e) Exclusive Remedy. This Section 9.1 states WealthPeakAI’s sole liability, and your sole and exclusive right and remedy, for infringement by the WealthPeakAI Technology, Services, or Marks of a WealthPeakAI Entity, including any IP Claim.

9.2 Your Indemnification Obligations.

(a) Defense. You will defend the WealthPeakAI Parties against any Claim made against any of the WealthPeakAI Parties to the extent arising out of or relating to:

(i) your breach of any of your representations, warranties or obligations under this Agreement;

(ii) your use of the Services, including use of Personal Data;

(iii) an allegation that any of the Marks you license to WealthPeakAI, or your Content, infringes on or misappropriates the rights, including IP Rights, of the third party making the Claim; or

(iv) a User Party’s negligence, willful misconduct or fraud.

(b) Indemnification. You will indemnify the WealthPeakAI Parties against all WealthPeakAI Losses arising out of or relating to Claims described in this Section 9.2.

11. Dispute Resolution; Agreement to Arbitrate.

11.1 Governing Law.

The laws of Singapore will govern this Agreement, without giving effect to its conflict of law principles.

11.2 Binding Arbitration.

(a) All disputes, claims and controversies, whether based on past, present or future events, arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of this Agreement, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from this Agreement, will be referred to and finally determined by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC (the “SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Section 13. The Tribunal will consist of one arbitrator. The seat of arbitration will be Singapore. The language of arbitration will be English.

(b) Nothing in this Agreement will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

11.3 Arbitration Procedure.

(a) A party must notify the other relevant parties of its intent to commence arbitration prior to commencing arbitration. The parties will then meet for the purpose of resolving the dispute and, if the dispute is not resolved within 30 days of the initial notice, then any of the relevant parties may commence arbitration.

11.4 Confidentiality.

The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing and the arbitrator’s decision, except (a) as necessary to prepare for and conduct the arbitration hearing on the merits; (b) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement; (c) the WealthPeakAI Parties may disclose the arbitrator’s decision in confidential settlement negotiations; (d) each party may disclose as necessary to professional advisors that are subject to a strict duty of confidentiality; and (e) as Law otherwise requires. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration, except as Law requires or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

11.5 Conflict of Rules.

In the case of a conflict between the provisions of this Section 13 and the SIAC Rules, the provisions of this Section 11 will prevail.

12. Modifications to this Agreement.

WealthPeakAI may modify all or any part of this Agreement at any time by posting a revised version of the modified General Terms (including the introduction to this Agreement and the Definitions), Services Terms or terms incorporated by reference on the WealthPeakAI Legal Page or by notifying you. The modified Agreement is effective upon posting or, if WealthPeakAI notifies you, as stated in the notice. By continuing to use Services after the effective date of any modification to this Agreement, you agree to be bound by the modified Agreement. It is your responsibility to check the WealthPeakAI Legal Page regularly for modifications to this Agreement. WealthPeakAI last modified these General Terms on the date listed under the “General Terms” heading, and each set of Services Terms on the date listed under the heading for those terms. Except as this Agreement (including in this Section 14) otherwise allows, this Agreement may not be modified except in a writing signed by the parties.

12. E-SIGN Disclosure.

12.1 Scope of Disclosure.

By submitting an application or opening an account to use the Services, you agree to this Disclosure and confirm your consent to (a) receive Communications electronically; and (b) the use of electronic signatures. If you choose not to consent to this Disclosure or if you withdraw your consent, you may be unable to use the Services.

12.2 Communications that are covered.

- Examples of Communications include:
- Any disclosure statement governing your use of the Services;
- Any disclosure required by Law;
- Billing statements, receipts and account history reports;
- Letters, notices and alerts regarding the Services and any changes to the Services;
- Federal and state tax statements and documents; and

Other disclosures, notices and communications in connection with (a) your application for the Services; (b) your WealthPeakAI Account; (b) account maintenance; or (d) servicing and collection of funds.

This Disclosure applies to all Communications that WealthPeakAI provides to you on its behalf or on behalf of its service providers, Financial Partners and their affiliates.

12.3. Methods of Providing Communications.

Unless Law otherwise requires, or WealthPeakAI otherwise agrees, WealthPeakAI may provide Communications to you by (a) posting them on the WealthPeakAI Website; (b) notifying you through the Services, your WealthPeakAI Dashboard or any WealthPeakAI application; (c) sending a text message to the mobile phone number listed in the applicable WealthPeakAI Account; (d) sending an email to the email address listed in the applicable WealthPeakAI Account; or (e) delivering them in another electronic format. Charges may apply to Communications sent by text or other electronic means and message frequency varies. Carriers are not liable for any delayed or undelivered messages. Messages and data rates may apply.

12.4. Electronic Signatures.

WealthPeakAI may execute Communications electronically. If WealthPeakAI requests, you will execute Communications electronically. You also agree that Communications you or WealthPeakAI sign electronically will have the same legal effect as a signed physical document.

12.5. Hardware and Software Requirements.

In order to access, view, sign and retain electronic Communications that WealthPeakAI provides to you, you must have:

- An up-to-date device (e.g., computer, tablet, or mobile phone) which has internet access;
- A current, compatible web browser, including the current or immediately preceding version of Chrome, Internet Explorer, Firefox, Safari and Edge;
- A valid email account;
- An operating system on your device capable of receiving, accessing and displaying
- Communications in electronic form via text-formatted email or gaining access to the WealthPeakAI Website using a supported browser, including any necessary software (e.g., Adobe to read PDF documents); and
- If you wish to store or print any Communications, a device capable of storing and printing Communications.

If you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add relevant WealthPeakAI email accounts to your email address book.

12.6. Accessibility.

If you are having problems viewing or accessing any Communications, please contact us.

12.7. How to Withdraw Your Consent.

Where offered, you may disable electronic Communications in your WealthPeakAI Dashboard, by following instructions in the Communication.

WealthPeakAI will confirm when you have successfully unsubscribed. You may also request assistance by texting “HELP” and following the instructions in the Communication. In addition, you may withdraw your consent to receive electronic Communications, or to electronic signatures, under this Disclosure by contacting WealthPeakAI at the hotline provided to our members. Your withdrawal of consent to receive electronic Communications will be effective after WealthPeakAI has had a reasonable period of time to process your withdrawal.

By disabling or withdrawing your consent to electronic Communications, you will no longer receive them from WealthPeakAI, but you may be disabling important security controls on your WealthPeakAI Account, you may increase the risk of loss to your business, and your ability to use the Services may be adversely affected or terminated.

12.9. Updating Contact Information.

It is your responsibility to keep your contact information, including your primary email address, current. You can update your primary email address and other contact information by logging into your WealthPeakAI Dashboard.

13. General Provisions.

13.1 Electronic Communications.

By accepting this Agreement or using any Service, you consent to electronic communications as described in the E-SIGN Disclosure in Section 12.

13.2 Notices and Communications.

(a) Notices to WealthPeakAI. Unless this Agreement states otherwise, for notices to WealthPeakAI, you must contact us. A notice you send to WealthPeakAI is deemed to be received when WealthPeakAI receives it.

(b) Communications to you. In addition to sending you a Communication electronically as Section 13.1 of these General Terms describes, WealthPeakAI may send you Communications by physical mail or delivery service to the postal address listed in the applicable WealthPeakAI Account. A Communication WealthPeakAI sends to you is deemed received by you on the earliest of (i) when posted to the WealthPeakAI Website or WealthPeakAI Dashboard; (ii) when sent by text message or email; and (iii) three business days after being sent by physical mail or when delivered, if sent by delivery service.

13.3 Legal Process.

WealthPeakAI may respond to and comply with any Legal Process that WealthPeakAI believes to be valid. WealthPeakAI may deliver or hold any funds or, subject to the terms of WealthPeakAI’s Privacy Policy, any data as required under the Legal Process, even if you are receiving funds or data on behalf of other parties. Where Law permits, WealthPeakAI will notify you of the Legal Process by sending a copy to the email address in the applicable WealthPeakAI Account. WealthPeakAI is not responsible for any losses, whether direct or indirect, that you may incur as a result of WealthPeakAI’s response or compliance with a Legal Process in accordance with this Section 13.3.

13.4 Collection Costs.

You are liable for all costs WealthPeakAI incurs during collection of any amounts you owe under this Agreement, in addition to the amounts you owe. Collection costs may include attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, applicable interest, and any other related cost.

13.5 Interpretation.

(a) No provision of this Agreement will be construed against any party on the basis of that party being the drafter.

(b) References to “includes” or “including” not followed by “only” or a similar word mean “includes, without limitation” and “including, without limitation,” respectively.

(c) Except where expressly stated otherwise in a writing executed between you and WealthPeakAI, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services.

(d) All references in this Agreement to any terms, documents, Law or Financial Services Terms are to those items as they may be amended, supplemented or replaced from time to time. All references to APIs and URLs are references to those APIs and URLs as they may be updated or replaced.

(e) The section headings of this Agreement are for convenience only, and have no interpretive value.

(f) Unless expressly stated otherwise, any consent or approval that may be given by a party (i) is only effective if given in writing and in advance; and (ii) may be given or withheld in the party’s sole and absolute discretion.

(g) References to “business days” means weekdays on which banks are generally open for business. Unless specified as business days, all references in this Agreement to days, months or years mean calendar days, calendar months or calendar years.

(h) Unless expressly stated to the contrary, when a party makes a decision or determination under this Agreement, that party has the right to use its sole discretion in making that decision or determination.

(i) The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

13.6 Waivers.

To be effective, a waiver must be in a writing signed by the waiving party. The failure of any party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.

13.7 Force Majeure.

WealthPeakAI and its Affiliates will not be liable for any losses, damages, or costs you suffer, or delays in a WealthPeakAI Entity’s’ performance or non-performance, to the extent caused by a Force Majeure Event.

13.8 Assignment.

You may not assign or transfer any obligation or benefit under this Agreement without WealthPeakAI’s consent. Any attempt to assign or transfer in violation of the previous sentence will be void in each instance. If you wish to assign this Agreement, please contact us. WealthPeakAI may, without your consent, freely assign and transfer this Agreement, including any of its rights or obligations under this Agreement. This Agreement will be binding on, inure to the benefit of, and be enforceable by the parties and their permitted assigns.

13.9 Export Control.

You must not use or otherwise export, re-export or transfer the WealthPeakAI Technology except as authorized by United States and Singapore law and the laws of the jurisdiction(s) in which the WealthPeakAI Technology was distributed and obtained, including by providing access to WealthPeakAI Technology (a) to any individual or entity ordinarily resident in a High-Risk Jurisdiction; or (b) to any High-Risk Person. By using the WealthPeakAI Technology, you represent as of the Effective Date and warrant during the Term that you are not (x) located in or organized under the laws of any High-Risk Jurisdiction; (y) a High-Risk Person; or (z) owned 50% or more, or controlled, by individuals and entities (i) located in or, as applicable, organized under the laws of any High-Risk Jurisdiction; or (ii) any of whom or which is a High-Risk Person. You must not use the WealthPeakAI Technology for any purposes prohibited by Law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

13.10 No Agency.

Each party to this Agreement, and each Financial Partner, is an independent contractor. Nothing in this Agreement serves to establish a partnership, joint venture, or general agency relationship between WealthPeakAI and you, or with any Financial Partner. If this Agreement expressly establishes an agency relationship between you as principal and a WealthPeakAI Entity as agent, the agency conferred, including your rights as principal and a WealthPeakAI Entity’s obligations as agent, is limited strictly to the stated appointment and purpose and implies no duty to you, or a WealthPeakAI Entity, and will in no event establish an agency relationship for tax purposes. WealthPeakAI contracts only with you, and no relationship is established between WealthPeakAI and your Customers.

13.11 Severability.

If any court or Governmental Authority determines a provision of this Agreement is unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provision were not present, and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.

13.12 Cumulative Rights; Injunctions.

The rights and remedies of the parties under this Agreement are cumulative, and each party may exercise any of its rights and enforce any of its remedies under this Agreement, along with all other rights and remedies available to it at law, in equity or under the Financial Services Terms. Any material breach by a party of Section 6 or Section 7 of these General Terms could cause a non-breaching party irreparable harm for which a non-breaching party has no adequate remedies at law. Accordingly, each non-breaching party is entitled to seek specific performance or injunctive relief for the breach.

13.13 Entire Agreement.

This Agreement constitutes the entire agreement and understanding of the parties with respect to the Services, and supersedes all prior and contemporaneous agreements and understandings.

13.14 Third Party Rights.

Unless expressly stated otherwise in this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce or enjoy any benefit under this Agreement. Nothing in this Section affects any rights of any permitted assignee or transferee of this Agreement or any right or remedy of a third party which exists or is available apart from such applicable laws and regulations. Nothing affects WealthPeakAI’s right to amend, modify, supplement, rescind, replace or vary this Agreement at any time in its discretion and no prior consent from or notice to any such person who is not a party to this Agreement shall be required for WealthPeakAI to exercise such rights or to exercise any of WealthPeakAI’s rights under this Agreement.

Definitions

“Activity” means any action taken on or related to a Connected Account’s WealthPeakAI account that a WealthPeakAI Connect Platform or a Connected Account initiates, submits or performs, either through the WealthPeakAI Technology or through the WealthPeakAI Connect Services, including communication regarding the Services as related to that Connected Account.

“AML and Sanctions Law” means all applicable anti-money laundering and sanctions laws, rules, regulations and other binding requirements of any regulator or other governmental agency or entity with jurisdiction in the United States, or with jurisdiction over the WealthPeakAI Vault and Forward Services, WealthPeakAI or its Affiliates, you or your Affiliates, or a Third Party PSP, as applicable.

“API” means application programming interface.

"Affiliate" means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.

"Change of Control" means (a) an event in which any third party or group acting together, directly or indirectly, acquires or becomes the beneficial owner of, more than 50% of a party’s voting securities or interests; (b) a party’s merger with one or more third parties; (c) a party’s sale, lease, transfer or other disposal of all or substantially all of its assets; or (d) entering into of any transaction or arrangement that would have the same or similar effect as a transaction referred to in the foregoing (a)-(c); but, does not include an initial public offering or listing.

"Claim" means any claim, demand, government investigation or legal proceeding made or brought by a third party.

"Communication" means any written or electronic transmission of information or communication, including a notice, approval, consent, authorization, agreement, disclosure or instruction.

“Connected Account” means (a) a Platform User that has a WealthPeakAI account onboarded to a WealthPeakAI Connect Platform via the WealthPeakAI Connect Services; or (b) a Payout Recipient.

“Connected Account Data” means all text, images, and other content that WealthPeakAI does not provide to you and that you upload, publish or use in connection with the Services.

“Control” means direct or indirect ownership of more than 50% of the voting power or equity in an entity.

“Credential Compromise” means an unauthorized access, disclosure or use of your WealthPeakAI Account credentials, which includes WealthPeakAI API keys.

“Customer” means an entity or individual who owes payment to you in exchange for you providing goods or services (including charitable services).

“Dispute”means an instruction a Customer initiates to reverse or invalidate a processed Transaction (including “chargebacks” and “disputes” as those terms may be used by Payment Method Providers).

“Feedback” means ideas, suggestions, comments, observations and other input you provide to WealthPeakAI regarding WealthPeakAI services and the WealthPeakAI Technology.

“Fees” means the fees applicable to the Services.

“Financial Partner” means a third party or an Affiliate of WealthPeakAI that provides financial services and with which a WealthPeakAI Entity interacts to provide the Services.

“Financial Services Terms” means (a) the rules and terms a Financial Partner specifies that apply to that entity’s services; and (b) the PCI Standards.

“Governmental Authority” means a regulator or other governmental agency or entity with jurisdiction over the Services, WealthPeakAI or you, as applicable.

“High-Risk Jurisdiction” means any jurisdiction or administrative region that WealthPeakAI has deemed to be of particularly high risk, as identified by WealthPeakAI.

“High-Risk Person” means any individual or entity that WealthPeakAI has deemed to be of particularly high risk, as identified by WealthPeakAI.

“Insolvency Proceeding” means the occurrence of any of the following (or any analogous procedure or step):
(h) you begin proceedings or negotiations, or propose or agree, to reschedule, readjust or defer your debts;
(i) a liquidator, receiver, administrative receiver, administrator, manager or other similar officer is appointed in respect of the whole or any part of your assets;
(j) an enforcement of any security over, or an execution, attachment, lien, levy, distress or similar procedure is levied against, any of your assets;
(k) any legal proceeding, corporate action or other procedure or step is taken in connection with appointing an administrator, administrative receiver, receiver, liquidator, manager, trustee in bankruptcy or other similar officer in relation to you or any of your assets; or
(l) where any User Entity or shareholder of a User Entity is subject to any of the events listed in this definition.

“IP Claim” means a Claim made against you by a third party alleging that the WealthPeakAI Technology, Services or a WealthPeakAI Mark provided to and used by you in accordance with this Agreement infringes or misappropriates the IP Rights of the third party making the Claim, excluding Claims made by Connected Accounts.

“IP Claim Losses” means (a) all amounts finally awarded to the third party making an IP Claim; and (b) all amounts paid to a third party to settle an IP Claim under an agreement approved by WealthPeakAI.

“IP Rights” means all copyrights, patents, trademarks, service marks, trade secrets, moral rights and other intellectual property rights.

“Law” means all applicable laws, rules, regulations and other binding requirements of any Governmental Authority.

“Legal Process” means a writ of attachment, lien, levy, subpoena, warrant, or other legal order.

“Mark” means a trademark, service mark, design mark, logo or stylized script.

“Organization" means a group of two or more of your or your Affiliates’ WealthPeakAI Accounts that you join together via the WealthPeakAI Organization Services.

“Organization Account” means a WealthPeakAI Account that is included in an Organization.

“Personal Data” means any information relating to an identifiable natural person that is Processed (as defined in the Data Processing Agreement) in connection with the Services, and includes “personal data” as defined in the GDPR and “personal information” as defined in the CCPA.

“Platform Fees” means the fees you direct WealthPeakAI to charge your Connected Accounts for the Connected Accounts’ use of your Platform Services.

“Platform Pricing Control” means the Connected Account attribute that enables you to determine, to the extent stated in the Documentation, the fees that apply with respect to the Connected Account.

“Platform Services” means the products and services that Platform Users receive from a WealthPeakAI Connect Platform, regardless of whether fees are charged (e.g., web development, customer support or hosting services).

“Preview” means the product release phase “proof of concept,” “beta,” “pilot,” “invite only,” “private preview,” “private developer preview,” “public preview,” “developer preview,” or similar designation.

“Preview Service” means any or all of a publicly posted privacy policy, privacy notice, data policy, cookies policy, cookies notice or other similar public policy or public notice that addresses a party’s Personal Data practices and commitments.

“Privacy Policy” means, where you are acting as a WealthPeakAI Connect Platform, a user of your platform.

“Protected Data” means (a) all User Information that you provide to WealthPeakAI; and (b) any Personal Data that WealthPeakAI uses when acting as a “Data Processor” (as defined in the Data Processing Agreement) when providing the Services.

“Representative” means an individual submitting your application for a WealthPeakAI Account.

“Tax” or “Taxes” means, as applicable, any applicable taxes and duties imposed by any Governmental Authority, including sales and use tax, excise tax, gross receipts tax, value-added tax (VAT), goods and services tax (GST) (or equivalent transaction taxes) and withholding tax.

“Third Party PSP" means a service, product, or promotion provided by a third party that utilizes, integrates with or is ancillary to the Services.

“Third-Party Service" means all data, information, photos, ID Images, and documents (including copies of documents) submitted through the WealthPeakAI Identity Services.

“Submitted Data" means all data, information, photos, ID Images, and documents (including copies of documents) submitted through the WealthPeakAI Identity Services.

“Update" means a modification, feature enhancement or update to the Services or WealthPeakAI Technology that requires you to take some action, which may include changing your implementation of the Services or WealthPeakAI Technology.

“User Entity" means an individual or entity that is part of the User Group (including you).

“User Information" means User Compliance Information and User Financial Information.

“User Party" means you, your Affiliate, or a director, employee or agent of you or your Affiliate.

“WealthPeakAI Account” means your WealthPeakAI account.

“WealthPeakAI API” means all instances of the WealthPeakAI application programming interfaces, including all endpoints that enable WealthPeakAI users to use WealthPeakAI services.

“WealthPeakAI Dashboard” means the interactive user interface through which a WealthPeakAI user may view information about and manage a WealthPeakAI account.

“WealthPeakAI Data” means data that you obtain via the Services, including (a) information relating to WealthPeakAI API interactions via the WealthPeakAI Technology; (b) information WealthPeakAI uses for security or fraud prevention; and (c) all aggregated information WealthPeakAI generates from the Services.

“WealthPeakAI Entity” means WealthPeakAI or any of its Affiliates.

“WealthPeakAI Losses" means all amounts awarded to the third party making a Claim, and all penalties, fines, and third-party costs (including legal fees) paid by the WealthPeakAI Parties.

“WealthPeakAI Technology" means all hardware, software (including software in the WealthPeakAI SDKs), application programming interfaces (including the WealthPeakAI API), user interfaces (including the WealthPeakAI Dashboard), and other technology that WealthPeakAI uses to provide and make available the WealthPeakAI services.

“WealthPeakAI Website" means www.wealthpeakai.com.