By using this E*TRADE API Developer Platform website and its contents ("Developer Platform"), you and, if applicable, the
company you represent (collectively, "you" or "Licensee") accept and agree to be bound by the following terms and conditions
you and E*TRADE. In addition to the content in this document, you also acknowledge and agree to be bound by the terms and
conditions of E*TRADE's Privacy Statement available on E*TRADE's website, as amended from time to time. If you are a customer
You also acknowledge and agree that E*TRADE Securities LLC or its affiliates ("E*TRADE") may modify these Terms from time
to time without notice. The most current version of the Terms will supersede all previous versions. By using the Developer
Platform subsequent to publication of modifications to the Terms, you agree to be bound to the full language of the most current
Terms, as revised and published. Your only recourse if you disagree with the Terms, or changes to the Terms, is to discontinue
your use of the Developer Platform. As such, you should review the Terms periodically. If you disagree with anything in these
Terms, you may not use the Developer Platform.
1.1 Grant. Subject to the terms and conditions of this Agreement, E*TRADE
hereby grants to Licensee and Licensee hereby accepts, the nonexclusive, nontransferable, revocable license to use the Developer
Platform solely as necessary for evaluation of E*TRADE's Developer Platform.
1.2 No Other Rights. All rights not expressly granted by E*TRADE to Licensee
are reserved to E*TRADE. Other than as expressly provided for in this Agreement, the parties expressly understand and agree
that as between the parties, all right, title, and interest in and to the Developer Platform and any other material furnished
to Licensee under this Agreement remain the sole and exclusive property of E*TRADE, and Licensee shall neither derive nor
assert any title or interest in or to such items except for the license granted under this Agreement. E*TRADE retains all
ownership rights to any concepts, ideas, methods, methodologies, procedures, processes, know-how, techniques, models, templates,
user interfaces, screen designs, utilities and routines contained in the Developer Platform.
1.3 Restrictions on Use.
(a) Licensee agrees that it will not use the Developer Platform in any manner or for any purpose that violates any law
or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights
(b) Licensee will not reproduce, modify, distribute or make available to any third party, decompile, disassemble or reverse
engineer any portion of the Developer Platform.
2.1 Licensee may not use any of E*TRADE Marks in any manner.
2.2 Ownership of Marks. Licensee acknowledges the validity and exclusive
ownership of all right, title, and interest in and to the Developer Platform, E*TRADE website and its contents including,
without limitation, (a) all information and materials contained within that website; and (b) all trademarks and service marks
owned by E*TRADE which are displayed or otherwise used in connection with that website. Licensee shall not, in any way, contest
or help others to contest such ownership or the validity of any registrations or rights of E*TRADE now owned or subsequently
obtained relating to the E*TRADE website or its content. "Marks" means trademarks, service
marks, logos and other branding of a party.
3.1 Disclaimer. E*TRADE makes no warranty that all errors have been or
can be eliminated from the Developer Platform, and E*TRADE shall not be liable or responsible for losses of any kind resulting
from the use of the Developer Platform by Licensee. EXCEPT AS SPECIFICALLY SET FORTH ABOVE, E*TRADE DISCLAIMS ANY AND ALL
WARRANTIES WITH RESPECT TO THE DEVELOPER PLATFORM, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES
OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY, ACCURACY AND NON-INFRINGEMENT. E*TRADE MAKES NO REPRESENTATIONS
OR WARRANTIES UNDER THIS AGREEMENT CONCERNING THE AVAILABILITY OF E*TRADE SYSTEMS, DEVELOPER PLATFORM OR ANY PARTICULAR DATA.
3.2 Limitation of Liability. IN NO EVENT WILL E*TRADE BE LIABLE FOR ANY
LOSS, DAMAGE, LIABILITY OR EXPENSE INCURRED OR SUFFERED, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL,
INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR THE USE OF THE DEVELOPER PLATFORM
EVEN IF E*TRADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USE OF THE DEVELOPER PLATFORM IS AT LICENSEE'S SOLE RISK.
THE EXCLUSION OF DAMAGES UNDER THIS PARAGRAPH IS INDEPENDENT OF THE EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY
FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD
TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF
ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IN NO EVENT WILL E*TRADE'S LIABILITY
TO LICENSEE ARISING UNDER THIS AGREEMENT EXCEED ONE ($1.00) DOLLAR.
Licensee agrees to indemnify and hold harmless E*TRADE, and its subsidiaries, affiliates, officers, agents, employees,
and suppliers, from and against any claims, suits, or demands, liability or expense (including reasonable attorney's fees)
arising from or in any way related to Licensee's use of the Developer Platform, any claims that arise as a result of use of
the Developer Platform, or errors in the Developer Platform.
5.1 Force Majeure. Neither party hereunder
shall be liable to the other for its failure to perform hereunder caused by contingencies beyond its reasonable control, including,
but not limited to, acts of God, fire, flood, wars, acts of terrorism, sabotage, strike, government actions and any other
similar occurrence beyond the non performing party's reasonable control. Any party asserting its inability to perform any
obligation hereunder for any such contingency shall promptly notify the other party of the existence of any such contingency,
and shall use its reasonably diligent efforts to recommence its performance of such obligation as soon as commercially practicable.
5.2 Independent Contractor. Each of the parties is an independent contractor
in the performance of its obligations hereunder. No third party, including any employee of any party or any of such party's
affiliates, shall have or acquire any rights by reason of this Agreement. Nothing in this Agreement shall be construed as
creating an employer-employee relationship, a partnership, agency or fiduciary relationship or a joint venture.
5.3 Governing Law and Jurisdiction. This Agreement shall be governed
by the laws of the State of New York. With respect to any suit, action or proceeding arising out of or relating to this Agreement
(each, a "Proceeding"), each party hereto irrevocably (i) agrees and consents to be subject to the jurisdiction of the United
States District Court for the Southern District of New York or any New York State court sitting in New York City and (ii)
waives any objection which it may have at any time to the laying of venue of any Proceeding brought in any such court, waives
any claim that such Proceeding has been brought in an inconvenient forum and further waives the right to object, with respect
to such Proceeding, that such court does not have any jurisdiction over such party.
5.4 Headings. The headings contained in this
Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
5.5 Severability. The provisions of this Agreement shall be deemed severable
and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions
hereof. If any term or other provision of this Agreement, or the application thereof to any person or entity or any circumstance,
is invalid, illegal or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry
out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the
remainder of this Agreement and the application of such provision to other persons, entities or circumstances shall not be
affected by such invalidity, illegality or unenforceability, nor shall such invalidity, illegality or unenforceability affect
the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.
5.6 Survival. The parties' obligations which by their nature would continue
beyond the termination of this Agreement shall survive the termination of this Agreement.