Partner Agreement

Version 2026-10. Effective on the date you accept it.

This CrossTrade Partner Agreement (the "Agreement") is a binding contract between CrossTrade LLC, a Wyoming limited liability company ("CrossTrade", "we", "us"), and the person or entity that holds the CrossTrade account subscribing to the Partner plan ("Partner", "you"). If you accept this Agreement on behalf of a company or other organization, you represent that you have authority to bind it, and "you" includes that organization.

This Agreement is a click-through condition under Sections 9 and 11 of the CrossTrade Terms of Service. The Terms of Service, the Trading Disclaimer, the AI Trading Agents Disclaimer, the Privacy Policy and the Refund & Cancellation Policy (together, the "CrossTrade Terms") are incorporated into this Agreement by reference and continue to govern your own account and your own trading. For matters concerning the Partner Platform, this Agreement controls over the CrossTrade Terms to the extent of any conflict. In every other respect the CrossTrade Terms apply in full, including their disclaimers, limitations of liability, indemnification, arbitration agreement, class action waiver, choice of law and limitation period, each of which applies to this Agreement as if set out in it.

1. Definitions

Partner Platform means the Partner API, the hosted Connect page, the member authorization (OAuth) flow, webhooks and event feeds, the Partner dashboard, the Partner API documentation, sandbox and test environments, and every related tool CrossTrade makes available to Partners.

Partner Product means the product, service, software or business that you operate for your own customers using the Partner Platform.

Member means a CrossTrade account that is enrolled with your Partner Product through the Partner Platform, whether you created it through the Partner API or its holder chose to connect an existing CrossTrade account.

Seat means a Member's open enrollment with your Partner Product. A Seat opens when a Member completes the Connect flow (or, for an existing account, when its holder attaches it to your Partner Product) and closes when it is revoked, released, expired or terminated by you, by the Member or by CrossTrade.

Seat-day means each UTC calendar day on which a Seat is open for any part of that day, including the day the Seat opens and the day it closes.

Authorization means the scope of access a Member grants your Partner Product on the Connect page (for example reading positions, orders and balances; placing, changing and cancelling orders; or managing automation), together with the access and refresh tokens issued under it.

Member Data means information about a Member that CrossTrade makes available to you through the Partner Platform, and information about a Member that you provide to CrossTrade.

Credentials means your API client identifier and secret, every access token, refresh token and authorization code issued to your Partner Product, your webhook signing secrets, and any other key material CrossTrade issues to you.

Documentation means the Partner API documentation and brand guidelines CrossTrade publishes, as updated from time to time.

2. The Partner plan and your license

2.1 What the Partner plan includes. While your account is on the Partner plan in good standing you receive every feature of the Elite plan for your own trading, plus access to the Partner Platform.

2.2 License. Subject to this Agreement, CrossTrade grants you a limited, revocable, non-exclusive, non-transferable and non-sublicensable right, during the term, to access and use the Partner Platform solely to operate your Partner Product for your own customers, within each Member's Authorization, and in accordance with the Documentation and the CrossTrade Terms. All rights not expressly granted are reserved by CrossTrade. No license is granted by implication, estoppel or otherwise.

2.3 Restrictions. You will not, and will not permit anyone else to:

• resell, sublicense, rent, lease, share or transfer CrossTrade accounts, Credentials, Seats or access to the Partner Platform, or operate the Partner Product for anyone other than your own customers under your own brand;
• act on a Member's account outside the Member's Authorization, after it is revoked or narrowed, or after the Seat closes;
• complete, automate, simulate, pre-fill, coerce or interfere with the Connect flow, ownership verification, the terms step, the broker link or the consent step on a Member's behalf;
• obtain, request, store or transmit a Member's CrossTrade password, one-time codes, broker credentials or session cookies;
• copy, modify, translate, reverse engineer, decompile or create derivative works of the Partner Platform, or access it other than through the documented interfaces;
• scrape, crawl, bulk-extract, cache beyond operational need, or compile a database of CrossTrade users, Members, accounts or trading data, or use Partner Platform data to build, train or improve a competing service;
• circumvent or probe rate limits, scopes, environment restrictions, Seat caps, the Seat-day ledger, authentication, signing or any other security or billing control;
• create accounts for persons who are not your real, consenting customers, create more than one account for the same person, or create accounts for fictitious persons;
• introduce malicious code, overload the Services, or test the security of CrossTrade's systems without CrossTrade's prior written permission;
• use the Partner Platform, or allow it to be used, in any jurisdiction or for any person where the Services may not lawfully be offered, or for any purpose the CrossTrade Terms prohibit.

2.4 Changes, beta features and deprecation. The Partner Platform, or parts of it, may be designated beta or preview, and Section 17G of the Terms of Service applies to those parts. CrossTrade may add, change, limit, suspend or withdraw features, endpoints, scopes, limits, environments and the Documentation at any time. CrossTrade will aim to give at least thirty (30) days' notice of a change that is not backwards compatible, and may make changes without notice where needed to protect Members, the Services, or to comply with law. You are responsible for adapting your Partner Product to changes.

2.5 Environments and limits. Demo (simulated) environments are available to every Partner. Live-environment access is available only when CrossTrade enables it for your account, and CrossTrade may withhold, condition or withdraw live access at its discretion. CrossTrade may set and change rate limits, concurrency limits, a cap on open Seats, limits per Member and other operational limits, and you will stay within them.

3. Relationship, status and regulatory responsibility

3.1 Independent parties. You and CrossTrade are independent contractors. Nothing in this Agreement creates a partnership, joint venture, franchise, agency, employment or fiduciary relationship. "Partner" is a commercial label and does not make you CrossTrade's partner in law. You have no authority to bind CrossTrade or to make any statement on its behalf.

3.2 CrossTrade is a technology provider only. CrossTrade is not a broker, dealer, futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, investment adviser, exchange, clearing organization or fiduciary. CrossTrade is not registered with the Commodity Futures Trading Commission (CFTC), the National Futures Association (NFA), the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA) or any state or foreign regulator in any capacity, and this Agreement does not change that status. CrossTrade does not provide investment, trading, tax or legal advice; does not originate, select, review, approve, supervise or monitor trading signals, strategies, advice, risk controls, marketing or disclosures, including yours; does not solicit customers for you; does not manage or hold customer funds; does not make trading decisions for anyone; and does not act for or represent Members. CrossTrade's fees under this Agreement are flat charges for software and hosting; CrossTrade receives no compensation that depends on trading activity, volume or performance.

3.3 Your regulatory responsibility. You are solely responsible for determining whether your Partner Product and your activities, including generating or distributing signals, giving advice, exercising discretion over customer accounts, copying or mirroring trades, operating managed or pooled accounts, soliciting customers, or advertising performance, require registration, licensing, membership, an exemption, or any disclosure or filing under the Commodity Exchange Act, CFTC regulations, NFA rules, federal and state securities laws, money-services and consumer-protection laws, and the laws of every jurisdiction in which you or your customers are located, and for obtaining and maintaining each of them. You represent and warrant that you hold every registration, license, membership or exemption your activities require, that each is in good standing, and that you will tell CrossTrade in writing within five (5) business days if any is denied, suspended, revoked, lapses or becomes the subject of a regulatory inquiry. CrossTrade may require evidence of your regulatory status at any time and may suspend the Partner Platform until it is provided.

3.4 Permitted use notwithstanding Sections 2A, 15D and 17B of the Terms of Service. The Terms of Service limit the Services to accounts a customer owns and controls. As a click-through condition, this Agreement permits you to operate your Partner Product for your customers' accounts through the Partner Platform, but only (a) within each Member's Authorization, (b) in compliance with Section 3.3, (c) through the Partner Platform alone and never through any other CrossTrade feature of your own account (such as Signal Share, a trade copier, webhooks, the REST API or an AI client) to trade for or with other people, and (d) never for pay-to-pass activity or any arrangement prohibited by Section 15C of the Terms of Service. Your own CrossTrade account and your own trading remain subject to Sections 2A, 15D and 17B.

3.5 No endorsement; marketing and performance claims. You will not state or imply that CrossTrade endorses, certifies, audits, sponsors, has reviewed, is affiliated with, or is responsible for your Partner Product, your trading results, your strategies or your advice, and you will not use CrossTrade's name as an indication of safety, reliability or regulatory standing. Your marketing, performance claims and disclosures must comply with every applicable rule, including NFA Compliance Rule 2-29, CFTC Regulation 4.41 (hypothetical performance), the Federal Trade Commission's rules on endorsements and testimonials, and all anti-fraud provisions. You will not guarantee profits or the absence of losses, will label hypothetical and simulated results as such, and will give your customers prominent risk disclosure at least as complete as the Trading Disclaimer.

4. Your customers (Members)

4.1 Consent and authority. Before you create an account for a customer you must have that customer's express, informed consent for you to create a CrossTrade account in their name; to give their name and email address to CrossTrade; for CrossTrade to email them ownership verification codes, security notices and legal notices; and for their account to be governed by the CrossTrade Terms and the Partner Connection Addendum. You will keep evidence of that consent.

4.2 Only the Member can authorize. Ownership of the email address, the linking of broker logins and the granting of an Authorization are personal acts of the Member on the Connect page. You will never perform them for a Member, and you will not prompt, script, pre-fill, intercept, replay or otherwise manipulate the Connect flow, the ownership code, the terms step, the broker login or the consent step.

4.3 Scope and revocation. You will act on a Member's account only within the Authorization the Member granted and only while the Seat is open. A Member may narrow or revoke an Authorization at any time, and CrossTrade may revoke, narrow or suspend it at any time; revocation is effective immediately. You will not attempt to act outside or after an Authorization, will stop any automation promptly when it ends, and will not re-enroll a Member who revoked without that Member's fresh consent.

4.4 Your product is your responsibility. You are solely responsible for everything your customers and Members experience through the Partner Product, including its design, logic, signals, advice, strategy selection, risk controls, execution choices, order sizing, uptime, security, pricing, billing, refunds, support, terms, privacy notice, marketing, disclosures, suitability, customer identification, anti-money-laundering and sanctions screening, tax reporting and lawful use. CrossTrade has no obligation to provide, and does not provide, support to Members for the Partner Product. CrossTrade may refer Members who contact CrossTrade about the Partner Product to you.

4.5 Disclosures you must make. Before a customer uses the Partner Product with a CrossTrade account you will clearly disclose to them, at a minimum: that the Partner Product is yours and not CrossTrade's; that CrossTrade is a technology provider that does not advise on, review, supervise or guarantee the Partner Product; the risks described in the Trading Disclaimer and, if the Partner Product uses artificial intelligence or automated decision-making, the AI Trading Agents Disclaimer; that every order placed under their Authorization is their own order placed in their own account at their own risk; how they can narrow or revoke the Authorization; your fees; and that CrossTrade will email them verification, security and legal notices.

4.6 Eligibility of customers. You will create or enroll accounts only for persons who are at least eighteen (18) years old, have legal capacity, are not subject to sanctions and are not located in a jurisdiction where the Services may not lawfully be offered; only one account per person; only with accurate identifying information; and only for the person who will own and trade the connected broker accounts. You will not enroll accounts owned or traded by someone other than the Member.

4.7 Managed accounts. While a Seat is open on an account you created, CrossTrade treats the account as managed through you: CrossTrade will not send the Member marketing email, and the Member signs in through your Partner Product rather than directly to CrossTrade. CrossTrade may nevertheless send the Member security, verification and legal notices, contact the Member, suspend or restrict the account, or end the Seat, whenever CrossTrade considers it necessary to protect the Member, other customers or the Services, or to comply with law. When a Seat closes, the account becomes an ordinary CrossTrade account under the Member's control; CrossTrade may tell the Member how to access it and may offer the Member CrossTrade services. You acquire no ownership of, and no continuing right in, any Member's account, data or broker links. Members keep ownership of their broker logins and their trading data at all times.

4.8 Existing CrossTrade customers. A customer who connects an existing CrossTrade account keeps that account; you obtain only the Authorization they grant. You will not interfere with, and will not misrepresent, the Member's relationship with CrossTrade.

4.9 Brokers, exchanges, platforms and proprietary trading firms. You will not design, market or operate the Partner Product in a way that causes a Member to breach the rules of a broker, exchange, trading platform or proprietary trading firm or funded trading program ("Prop Firm"), and you will not represent that any use of the Partner Product is permitted by any of them. Section 7A of the Terms of Service applies to every Prop Firm account used with your Partner Product, and you are responsible for the consequences of any breach.

4.10 Communications with Members. You are solely responsible for your communications with your customers and for complying with the laws that govern them (including CAN-SPAM, the Telephone Consumer Protection Act and equivalent laws elsewhere). You will not use contact details obtained through the Partner Platform for any purpose other than operating the Partner Product.

5. Security

5.1 Credentials. You will keep Credentials confidential; store secrets only in a secure secrets store, hashed or encrypted at rest; grant access on a need-to-know basis; never place Credentials in client-side code, mobile applications, public repositories, logs, tickets, chat tools or shared documents; and rotate them immediately, using emergency rotation where appropriate, if you suspect they may have been exposed.

5.2 Webhooks. You will verify the signature on every webhook delivery before acting on it, treat unsigned or incorrectly signed requests as hostile, and keep signing secrets to the same standard as other Credentials.

5.3 Security incidents. You will notify CrossTrade at [email protected] within twenty-four (24) hours of discovering any actual or suspected compromise of Credentials, of a system of yours that holds Member Data or can act under an Authorization, or any unauthorized activity under your Credentials. You will preserve relevant logs, cooperate fully with CrossTrade's investigation, and carry out your own notification duties to Members, regulators and others. CrossTrade may rotate or revoke Credentials, revoke Authorizations, suspend the Partner Platform, and notify affected Members, at its discretion and without liability to you.

5.4 Activity under your Credentials. Every request made with your Credentials is deemed made by you, whether or not you authorized it, until CrossTrade has processed a rotation or revocation. You are responsible for all resulting orders, changes, fees and consequences.

5.5 Your systems. You will maintain administrative, technical and physical safeguards appropriate for software that can place orders in other people's accounts, including encryption in transit and at rest, multi-factor authentication, least-privilege access, timely patching, logging and monitoring, secure development practices and vulnerability management.

5.6 Vulnerabilities. If you discover a vulnerability in the Partner Platform you will report it to [email protected] promptly and will not exploit it, disclose it publicly or use it to access data that is not yours.

6. Data and privacy

6.1 What CrossTrade shares with you. Through the Partner Platform CrossTrade makes available to you: the enrollment and connection status of each Member; the external identifiers you assign; the Member's email address and name as you or the Member supplied them; the identifiers of the broker accounts the Member chose to share with your Partner Product; the results and status of the actions your Partner Product takes under the Authorization; event feeds; and your usage and billing records. CrossTrade does not share a Member's CrossTrade password, broker credentials, or any data outside the Member's Authorization.

6.2 Roles and your obligations. Each party is an independent controller (or "business") of the personal data it processes for its own purposes; neither party processes personal data on the other's behalf. CrossTrade processes Member Data under its Privacy Policy. You will: maintain and honor a privacy notice that discloses your sharing of personal data with CrossTrade and your use of Member Data; obtain every consent the law requires; comply with the General Data Protection Regulation, the UK GDPR, the California Consumer Privacy Act as amended, and every other applicable privacy, data-protection and marketing law; honor data-subject and consumer requests relating to your Partner Product; not sell or share Member Data for cross-context behavioral advertising; use Member Data only to operate the Partner Product; and ensure that any cross-border transfer is lawful.

6.3 Protecting Member Data. You will protect Member Data in accordance with Section 5, will give the notices described in Section 5.3, and will make any notifications to individuals and authorities that the law requires for incidents on your side.

6.4 Retention and deletion. You will keep Member Data no longer than needed to operate the Partner Product and to meet your legal obligations. When a Seat closes or this Agreement ends you will delete the Credentials and the CrossTrade-originated Member Data relating to that Member, except as the law requires you to keep them. CrossTrade may act on a Member's request to delete or export their account data at any time, and you will assist as reasonably requested.

6.5 CrossTrade's use of data. CrossTrade may process your account data, Member Data, usage data and telemetry to provide, secure, bill, support and improve the Services, to enforce this Agreement and to comply with law, and may share with a Member any information about that Member's own account, Authorization and activity at any time.

7. Fees, billing and taxes

7.1 Partner plan fee. The monthly Partner plan fee is billed in advance through your CrossTrade subscription at the price shown when you upgraded, or at the price of the written offer you accepted.

7.2 Seat-day usage fee. You will pay a usage fee for every Seat-day at the per-seat-day rate shown in your Partner dashboard when you accepted this Agreement, or in the written offer you accepted. Seat-days are counted in Coordinated Universal Time; the day a Seat opens and the day it closes each count; an existing CrossTrade account counts from the moment its holder attaches it, not from invitation. Usage is invoiced monthly in arrears to the payment method on your account. CrossTrade's Seat-day ledger is the conclusive record of usage absent manifest error. Any dispute about an invoice must be raised in writing, with reasonable detail, within thirty (30) days of the invoice date; otherwise the invoice is accepted.

7.3 Payment. You authorize CrossTrade and its payment processor to charge the payment method on your account for every amount due. You will keep a valid payment method on file. If a charge fails, your account is past due; CrossTrade may stop new Seats from opening, suspend the Partner Platform, and, after notice, terminate this Agreement. Past-due amounts bear interest at the lesser of 1.5% per month and the maximum lawful rate, and you will reimburse reasonable collection costs. Initiating a chargeback or payment reversal for amounts properly due is a material breach, and CrossTrade may suspend or terminate the Partner Platform immediately when one is initiated.

7.4 Taxes. Fees exclude sales, use, value-added, goods-and-services, withholding and similar taxes, which you will pay in addition where they apply. If the law requires you to withhold any amount, you will increase the payment so that CrossTrade receives the full fee.

7.5 Price changes. CrossTrade may change the Partner plan fee or the per-seat-day rate on at least thirty (30) days' notice to the email address on your account or in the Partner dashboard. Your continued use of the Partner Platform after the effective date is acceptance of the new price. Pricing in an individually negotiated written offer changes only as that offer provides.

7.6 No refunds. Partner plan fees and Seat-day usage fees are non-refundable except where the Refund & Cancellation Policy or applicable law requires otherwise. Usage fees accrue for every Seat-day until the Seat closes, whether or not the Member used the Partner Product. Account credits are governed by Section 17L of the Terms of Service.

7.7 Your fees to your customers. What you charge your customers is between you and them. CrossTrade is not a party to those charges, does not collect them, is not responsible for them, and is not liable for any refund of them. You will not describe any amount you charge as a CrossTrade fee, tax or pass-through charge.

8. Intellectual property and brand use

8.1 CrossTrade's property. CrossTrade and its licensors own the Services, the Partner Platform, the Documentation, the APIs and their data formats, and the CrossTrade names, logos and marks. You receive only the license in Section 2.2.

8.2 "Powered by CrossTrade". CrossTrade grants you a limited, revocable license to display the phrase "Powered by CrossTrade" and the CrossTrade logo, unaltered and as supplied, in your Partner Product and marketing, in accordance with the Documentation and this Agreement. You will not use "CrossTrade", "XT" or any confusingly similar term in your product name, company name, domain name, app-store listing title or social-media handle, or as the dominant mark on any page, and you will not imply endorsement. CrossTrade may require you to change or stop a use at any time, and all goodwill from your use inures to CrossTrade.

8.3 Your property. You own your Partner Product and your marks. You grant CrossTrade a non-exclusive, royalty-free license to use your name, logo and product name to identify your Partner Product to Members on the Connect page, in Member notices, in the Partner dashboard and in support communications, and, where you opt in through the dashboard, to list you publicly as a CrossTrade partner.

8.4 Feedback. Any suggestion or feedback you give CrossTrade may be used by CrossTrade without restriction or compensation.

9. Conduct, compliance and records

9.1 Laws and policies. You will comply with all applicable laws and with the CrossTrade Terms, including the Acceptable Use Policy and the prohibitions on pay-to-pass activity. You will not engage in, facilitate or allow your Partner Product to be used for market manipulation (including wash trading, spoofing and layering), front-running of customers, trading on material non-public information, fraud, money laundering, terrorist financing, sanctions evasion, bribery or any other unlawful activity.

9.2 Sanctions and export. You represent that neither you nor any owner, officer or customer you enroll is a person or entity with whom dealings are prohibited by United States sanctions or export-control laws, and that you will not use the Partner Platform in violation of those laws.

9.3 Records and evidence. You will keep records of customer consents, the disclosures you made, your registrations and exemptions, and your communications with Members for at least five (5) years, and will provide CrossTrade with copies or other reasonable evidence of compliance with this Agreement within ten (10) business days of a request.

9.4 Cooperation. You will cooperate promptly and fully with CrossTrade's reasonable requests concerning regulatory inquiries, legal process, security incidents, fraud investigations and Member complaints relating to your Partner Product.

9.5 Confidentiality. Non-public information about the Partner Platform, its security, pricing offers made to you, and CrossTrade's non-public communications with you are CrossTrade's confidential information. You will use it only to perform this Agreement, protect it with reasonable care, disclose it only to people who need it and are bound to keep it confidential, and return or destroy it when this Agreement ends. This does not restrict information that is public through no fault of yours, that you already knew lawfully, or that the law compels you to disclose after notice to CrossTrade where permitted.

9.6 Insurance. You will maintain insurance appropriate to a business whose software can place orders in other people's accounts, including technology errors-and-omissions and cyber-liability coverage, and will provide certificates of insurance on request.

10. Term, suspension and termination

10.1 Term. This Agreement starts when you accept it and continues for as long as your account is on the Partner plan, unless ended earlier under this Section.

10.2 Ending it yourself. You may stop using the Partner Platform at any time by changing your plan. The consequences in Section 10.5 take effect immediately.

10.3 Suspension and holds. CrossTrade may suspend, hold or limit the Partner Platform, Seats, Authorizations or Credentials immediately, with notice where practicable, if: an amount is past due; there is an actual or suspected security incident; CrossTrade reasonably suspects a breach of this Agreement or the CrossTrade Terms; CrossTrade considers it necessary to protect Members, other customers, the Services or CrossTrade's reputation; a regulator, court or law-enforcement agency requires or requests it; CrossTrade receives a credible complaint from a Member or a third party; or your usage exceeds the limits set for you.

10.4 Termination by CrossTrade. CrossTrade may end this Agreement: immediately if you materially breach it and the breach is incapable of cure or is not cured within ten (10) days of notice; immediately if continuing would, in CrossTrade's reasonable judgment, expose CrossTrade, Members or the Services to legal, regulatory or security risk; for convenience on thirty (30) days' notice; or if CrossTrade discontinues the Partner Platform.

10.5 Effect. When this Agreement ends or your account leaves the Partner plan for any reason: your Credentials and every token issued to your Partner Product stop working; every open Seat is revoked and every pending enrollment and Connect flow is cancelled; Members are released to ordinary CrossTrade accounts and CrossTrade may contact them as described in Section 4.7; Seat-days are invoiced through the day each Seat closed; you stop using CrossTrade's marks; you delete Member Data as Section 6.4 requires; and no fees are refunded. CrossTrade may retain records as the law or its legitimate interests require.

10.6 Survival. Sections 1, 3, 4.4, 4.7, 5.3, 5.4, 6, 7, 8.1, 8.4, 9.3, 9.4, 9.5, 10.5, 10.6 and 11 through 16 survive the end of this Agreement.

11. Disclaimers

THE PARTNER PLATFORM AND EVERYTHING PROVIDED UNDER THIS AGREEMENT ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, CROSSTRADE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY AND QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CrossTrade does not warrant that the Partner Platform will be uninterrupted, timely, secure, error-free or compatible with your Partner Product, that defects will be corrected, or that any order will be delivered, executed, executed at a particular time or price, or executed at all.

CrossTrade is not responsible for your Partner Product, for the trading decisions or outcomes of you, your customers or Members, for the acts, omissions, outages, rule changes, data or pricing of brokers, exchanges, trading platforms, data vendors, Prop Firms, payment processors or third-party AI providers, or for data that is delayed, incomplete or inaccurate. Risk controls and monitors available through the Partner Platform are best-effort automation and never a guarantee, as Section 17I of the Terms of Service describes. The Trading Disclaimer and the AI Trading Agents Disclaimer apply to every trade placed through the Partner Platform. Sections 16, 18, 21 and 31 of the Terms of Service apply to this Agreement.

12. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, CROSSTRADE AND ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS AND SUPPLIERS WILL NOT BE LIABLE TO YOU OR ANYONE CLAIMING THROUGH YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA OR OPPORTUNITY, COST OF SUBSTITUTE SERVICES, TRADING LOSSES OF YOU OR ANY MEMBER OR CUSTOMER, REGULATORY FINES OR PENALTIES, OR CLAIMS OF YOUR CUSTOMERS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CROSSTRADE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PARTNER PLATFORM, UNDER ANY THEORY, IS LIMITED TO THE GREATER OF (A) THE PARTNER PLAN FEES AND SEAT-DAY USAGE FEES YOU ACTUALLY PAID TO CROSSTRADE IN THE THREE (3) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS (USD $100). These limitations apply even if a remedy fails of its essential purpose, apply to claims by your customers and Members to the extent CrossTrade is held liable to them in connection with your Partner Product, and are an essential basis of the bargain. Where the law does not allow a limitation, CrossTrade's liability is limited to the smallest amount the law permits.

13. Indemnification

You will defend, indemnify and hold harmless CrossTrade and its affiliates, members, managers, officers, employees, contractors, agents, licensors and suppliers (the "CrossTrade Parties") from and against every claim, demand, suit, arbitration, regulatory action, investigation, loss, liability, damage, penalty, fine, settlement, cost and expense, including reasonable attorneys' fees and costs, arising out of or relating to: (a) your Partner Product; (b) any use of or reliance on your Partner Product by your customers or Members, including their trading losses and any advice, signal, strategy or automation you provided; (c) any claim by a customer, Member, broker, exchange, trading platform, Prop Firm, payment processor, regulator, data-protection authority or other third party relating to your Partner Product or your business; (d) your breach of this Agreement or the CrossTrade Terms; (e) your violation of any law, including registration, licensing, advertising, consumer-protection, privacy, sanctions, export and tax laws; (f) any use of your Credentials, any compromise of your systems, and any security incident on your side; (g) your marketing, statements and disclosures, and any failure to make a required disclosure; (h) any claim that your Partner Product, content or marks infringe or misappropriate a third party's rights; (i) taxes on amounts you charge your customers; and (j) your negligence, fraud or willful misconduct.

CrossTrade may assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate fully. You will not settle any claim without CrossTrade's prior written consent if the settlement admits fault by, imposes any obligation on, or fails to fully release the CrossTrade Parties. Section 19 of the Terms of Service also applies.

14. Governing law and dispute resolution

This Agreement is governed by the laws of the State of Wyoming without regard to its conflict-of-law rules. Every dispute arising out of or relating to this Agreement or the Partner Platform will be resolved by binding arbitration before a single arbitrator administered by the American Arbitration Association under its Commercial Arbitration Rules in Wyoming, as Section 22 of the Terms of Service provides, and you and CrossTrade each waive any right to a jury trial and to participate in a class, collective or representative proceeding. The limitation period in Section 23A of the Terms of Service applies. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information or Credentials or to stop unauthorized access, and CrossTrade may bring an action to collect unpaid fees in any court of competent jurisdiction. Either party may bring an individual claim in small-claims court where that court has jurisdiction.

15. Changes to this Agreement

CrossTrade may publish a new version of this Agreement. CrossTrade will give at least thirty (30) days' notice of a material change by email to the address on your account or in the Partner dashboard, except that a change required by law, by a regulator or for security may take effect immediately. CrossTrade may require you to accept the new version in the dashboard before continuing to use the Partner Platform. Your continued use of the Partner Platform after the effective date, or your acceptance in the dashboard, is your agreement to the new version. If you do not agree, change your plan before the effective date. The version and content hash of each text you accept, and the time, address and session of acceptance, are recorded with your account.

16. General

16.1 Entire agreement; precedence. This Agreement, the CrossTrade Terms and any written offer you accepted through the Partner dashboard are the entire agreement between you and CrossTrade about the Partner Platform and supersede every prior or contemporaneous understanding. For Partner Platform matters the order of precedence is: the pricing terms of a written offer you accepted; this Agreement; the Terms of Service; the other CrossTrade Terms. You have not relied on any statement that is not written in these documents.

16.2 Assignment. You may not assign or transfer this Agreement or any right or obligation under it, by operation of law, change of control or otherwise, without CrossTrade's prior written consent; any attempt is void. CrossTrade may assign this Agreement freely.

16.3 Notices. CrossTrade may give notice by email to the address on your account, by a message in the Partner dashboard, or by posting on the Site. You will give notice to CrossTrade at [email protected], and security incidents to [email protected]. Notice is effective when sent.

16.4 Force majeure. Section 21 of the Terms of Service applies.

16.5 No third-party beneficiaries. There are no third-party beneficiaries of this Agreement except the CrossTrade Parties under Sections 12 and 13. Your customers and Members have no rights under this Agreement.

16.6 Severability; waiver. If any provision is held unenforceable it will be enforced to the maximum extent permitted and the rest remains in effect. A failure or delay in enforcing a right is not a waiver of it.

16.7 Electronic acceptance. This Agreement is accepted electronically. Your checkbox and click have the same effect as a handwritten signature, and electronic records of acceptance are admissible as originals.

16.8 Language; headings. This Agreement is in English; headings are for convenience only. "Including" means including without limitation.

17. Acceptance

By checking the box and continuing, you confirm that you have read and understood this Agreement and the CrossTrade Terms, that you have the authority to accept them, that the representations in Sections 3.3, 4.1, 4.6 and 9.2 are true, and that you agree to be bound, on behalf of yourself and any organization you represent.