Terms of Use of Website and Mobile application

This Terms of Use Agreement sets forth the terms and conditions that apply to your access and use of the online functions, products, and services made available to you by Raison FinTechnologies, Inc. and any and all of its subsidiaries and affiliates (“Affiliates”) through our Raison website (located at raison.app) and the Raison mobile application (the “Raison App”) as well as through websites and mobile applications operated by Raison with partners. Raison may maintain phone, email, and additional websites that allow you to access Raison products and services. All of these channels are referred to collectively in this Terms of Use as the “Site.” Through the Site, you may access many different products and services offered by the Affiliates. We use the name “Raison”, “us”, “our”, or “we” to refer to any and all of the companies owned by or affiliated with Raison FinTechnologies, Inc. You may access more information about each Raison company through the Legal page on the Site. Raison may add new operating companies from time to time to offer additional products and services.

These Terms of Use are in addition to any other agreements between you and the Affiliates, including any client or account agreements and any other agreements that govern your use of software, products, goods, services, research reports, data, information content, tools, and information provided by such Affiliates.

Your acceptance of these Terms of Use is required to use the Site and to obtain any product or service offered on the Site. By using the Site to obtain any Raison product or service, you agree to be bound by these Terms of Use just as if you have signed the document with pen and ink.

If you do not wish to be bound by these Terms of Use, then do not access or use the Raison website or mobile application, do not click “accept” to register with Raison, and do not submit any account application or other product request. Taking any of these actions means you agree to these Terms of Use just as if you had signed it with pen and paper.

You may only accept these Terms of Use and use the Site if you are legally authorized to accept and be bound by these terms and of a legal age to enter these Terms of Use.

If you have questions or comments about these Terms of Use, please email us at [email protected].

1. General

The Site may include or make available certain content (the “Content”) to end users (“Users”). Content includes, without limitation: (1) account positions, balances, transactions, confirmations, and order history; (2) general news and information, commentary, research reports, educational material and information and data concerning the financial markets, securities and other subjects; (3) market data such as quotations for securities transactions and/or last sale information for completed securities transactions reported in accordance with federal securities regulations; (4) financial and investment interactive tools, such as alerts or calculators; (5) account management tools; (6) company names, logos, product and service names, trade names, trademarks and services marks (collectively, “Marks”) owned by Raison, and Marks owned by Third-Party Providers (defined below); and (7) any other information, content, services, or software. Certain Content is furnished by third parties (each, a “Third-Party Provider” and collectively, the “Third-Party Providers”). Such Content (“Third Party Content”) includes, without limitation, any information, content, service, or software made available by or through websites, social media websites, blogs, wikis, online conferences, telecasts, podcasts, and other forums. Third-Party Content may be available through framed areas or through hyperlinks to the Third-Party Providers’ websites.

2. Risks of using the Raison Site

Conducting financial transactions through online services such as Raison has inherent risks and is susceptible to interruption. By using the Site and online services, you agree to the following and accept the following risks:

• a. Online information transmission can be disrupted. You accept the risk that the Site could be affected by technical difficulties that impair your ability to obtain, view, or deliver information or execute transactions, including in time-sensitive transactions such as securities trades or cash management.
• b. You must confirm some transactions attempted online before relying on it being completed. It is your responsibility to verify the status of any attempted transaction by reviewing your accounts or contacting Raison Customer Support at [email protected].
• c. When you create an account, you agree to use a username (phone number or email) with a password that is complex, secure, and private. You agree to protect your login credentials. You agree to accept the risk of unauthorized access and use of your account if your credentials are guessed, stolen, intercepted, or if Raison's system is breached or used without proper authorization. If you learn of any unauthorized use of your password or account, you must contact us immediately (using contact information on our Site). Raison is not responsible for any unauthorized access to or use of your account.
• d. Raison's obligation is to use reasonable information security measures, and you acknowledge and agree that Raison's systems are not 100% secure against every possible attack.

3. Privacy

If you use or obtain any Raison product or service, Raison will collect information about you and use it, and share it according to Raison’s Privacy Policy and Cookie Policy. Please read these policies for a full description of how Raison will collect, use, and share information about you. You may view these documents through the links in this provision or on the Site. This Terms of Use does not limit the application of the Privacy Policy and Cookie Policy.

4. Content

The information shared on the Site is presented based on its indicated date or, if not provided, the date of initial posting. Raison and Third-Party Providers are not obliged to update such information. Raison does not create, alter, or endorse Third Party Content. Accuracy, timeliness, completeness, or utility of Third-Party Content is not guaranteed by Raison, and we hold no responsibility for content, advertising, products, or materials on third-party platforms. Raison and any Third-Party Provider shall not be held liable for (a) inaccuracies, errors, or delays in the Content; or (b) losses or damages arising from i) transmission errors or delays in Content; ii) interruptions due to negligence or 'force majeure' events; iii) events beyond reasonable control, or iv) non-performance. Price quotes may be delayed, and neither Raison nor Third-Party Providers guarantee accuracy or timeliness. Neither Raison nor Third-Party Providers assure the present or future value or suitability of securities or investments. Content is solely for personal, noncommercial use. No part of the Site or Content may be copied, reproduced, republished, uploaded, posted, displayed, encoded, translated, transmitted, or distributed without prior written consent from Raison. You acknowledge Raison's ownership of Raison Marks; other Marks remain the property of respective owners. You agree not to use any Marks without prior written consent from the respective owners.

5. Disclaimer and Limitation of Liability

YOU EXPRESSLY AGREE THAT YOUR ACCESS TO, VIEWING OF, BROWSING, VISITING, OR USE OF THE SITE AND CONTENT IS AT YOUR SOLE RISK.

The Content and the Site are provided on an 'as is' and 'as available' basis. Raison and the Third-Party Providers expressly disclaim all warranties, whether express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted under applicable law. Neither Raison nor the Third-Party Providers guarantee the accuracy, timeliness, completeness, or usefulness of any Content. Your use of the Content and the Site is solely at your own risk. Raison and the Third-Party Providers do not explicitly or implicitly endorse or approve any Third-Party Content, which is provided for informational purposes only.

The Content is not intended to provide financial, legal, tax, or investment advice or recommendations unless specifically identified as an individualized recommendation in writing. You are solely responsible for determining the suitability of any self-directed investment, investment strategy, or related transaction based on your personal investment objectives, financial circumstances, and risk tolerance. It is recommended to consult your legal or tax professional regarding your specific situation.

The securities products and services described in the Content on the Site involve investments. Investments carry a certain level of risk, and there is no guarantee that the investment objectives of any investment will be achieved or that investors will recover their initial capital. Investors should only commit funds they can afford to lose entirely. Raison also offers alternative investments. It is crucial to note that investments in alternative investments often have limited liquidity, meaning they may not be easily converted to cash. Therefore, investors who cannot hold an investment for the long term should carefully consider whether alternative investments are appropriate for them. Additionally, it is important to be aware that alternative investments are subject to less regulatory oversight compared to publicly listed investments. Consequently, investors may have access to significantly less information about alternative investments compared to publicly listed investments.

RAISON AND THE THIRD-PARTY PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF RAISON OR ANY THIRD-PARTY PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES DAMAGES RESULTING FROM: (1) THE USE OF OR INABILITY TO USE THE CONTENT OR THE SITE; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (3) ACCESS TO OR ALTERATION OF YOUR ACCOUNT, TRANSMISSIONS, OR DATA DUE TO YOUR CONDUCT, INACTION, OR NEGLIGENCE; OR (4) ANY OTHER MATTER RELATING TO THE CONTENT OR THE SITE.

EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WITHOUT LIMITING THE FOREGOING, RAISON AND THIRD-PART PROVIDERS SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY REGARDING THE AMOUNT OF REVENUE THAT MAY BE GENERATED AND ANY ECONOMIC OR OTHER BENEFIT THAT YOU MIGHT OBTAIN THROUGH YOUR USE OF THE SITE OR CONTENT. SPECIFICALLY, RAISON AND THIRD-PART PROVIDERS SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY THAT THE SITE OR CONTENT WILL MEET YOUR REQUIREMENTS.

YOU HEREBY ACKNOWLEDGE THAT THIS SECTION AND THE DISCLAIMERS ABOVE SHALL APPLY TO ALL USE OF THE SITE AND CONTENT. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

6. Effective Date; Duration; Suspension and Termination

These Terms of Use are effective upon the date you first access or use any part of the Site or Content. These Terms of Use will continue to apply to you and your use of the Site until your Raison account or relationship is terminated as set forth herein. Raison may, in its sole and absolute discretion, at any time, for any or no reason, and with or without prior notice, suspend or terminate your use of the Site and the rights afforded to you hereunder. If you fail to comply with any terms and conditions of this Terms of Use, then your access to the Site and any rights afforded to you may be automatically terminated, without any notice to you or other action by Raison.

You agree that Raison will not be liable to you or any third party for any termination of your account or access to the Site.

You agree not to use any device, software, or routine that could disrupt or attempt to disrupt the proper functioning of the Site or any transaction taking place on the Site.

If you want to deactivate or delete your Raison account, please see our FAQ page. You agree that even if you seek to terminate these Terms of Use or any additional agreements, Raison may be obligated by law to retain information about you and certain transactions.

7. Site changes

Raison shall not be held liable to you or any third party for the termination or suspension of the Site or the Content, or any claims related to such termination or suspension. Raison and/or its Third-Party Providers may discontinue or modify the Site, the Content, or any features or functions on the Site, for any reason, at our sole discretion, without notice to you. By accepting these Terms of Use, you release and agree to indemnify and hold harmless Raison and the Third-Party Providers from any loss or damages arising from or relating to such discontinuation or modification.

8. Communications

By using the Site or the Content, you consent to any form of recording and retention of any communication, information, and data exchanged between you and Raison or its representatives or agents. You expressly give permission to Raison to contact you according to the following terms:

• a. Registration & Accounts. You agree that Raison may contact you about any matter relating to your registration with Raison, your submission of an inquiry for any Raison product or service, your application for a product or service, and for any purpose arising out of or in connection with any account you may obtain from Raison. We may contact you for any purpose related to any account you have, such as payment reminders or suspicious activity.
• b. Email: Where Raison requires that you provide an email address, you are responsible for providing Raison with your most current email address. In the event that the last email address you provided to Raison is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms of Use or another agreement with Raison, Raison’s dispatch of the email containing such notice will nonetheless constitute effective notice.
• c. Electronic Communications: Communications between you and Raison use electronic means, whether made via the Site or sent via email, or whether Raison posts notices on the Site. For contractual purposes, you (1) consent to receive communications from Raison in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Raison provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.
• d. Marketing. You agree that Raison may contact you to tell you about, and to offer for sale, products or services we believe will be of interest to you. If we do so, each communication we send to you will contain instructions permitting you to “opt-out” of receiving future communications.
• e. Agents. You agree that Raison may use agents or representatives to contact you on our behalf.
• f. Phone, SMS, Autodialers. You agree that Raison may contact you through any means, including emails, telephone, SMS messages (including text messages), calls using pre-recorded messages or artificial voice, and calls and messages delivered using automatic telephone dialing systems (auto-dialer) or an automatic chatbot or texting system. Automated messages may be played when the telephone is answered, whether by you or someone else. Raison and its agent or representative may leave messages on your answering machine, voice mail, or send messages via text or chatbot.
• g. Recorded lines. You agree that Raison and our agents, representatives, Affiliates, or anyone calling or contacting you on our behalf may contact you on a recorded line or recorded messaging service, including via an automated chatbot. Your communications with Raison may be monitored, recorded, or reviewed by us and shared with our third-party providers for quality assurance and customer service purposes. Your use of the Site constitutes your consent to such monitoring, recording, and review. We may also use third-party tools or technology to monitor user experience on our Site. These tools automatically record information you provide to use on our Site and information about how you interact with our Site, including pages or links you click, videos you watch, mouse clicks and movements, and page scrolling. We use this information for analytics and to improve Site usability as well as enhance the effectiveness of our Site, offers, advertising, communications, and customer service. Please see our Privacy Policy for more information.
• h. Accurate numbers. You certify telephone numbers that you have provided to us are your contact numbers, and that you are permitted to receive calls at each of the telephone numbers you have provided to us. You agree to promptly alert us whenever you stop using a particular telephone number. We may contact you using any information you have provided to the Site or any of the Affiliates, at any telephone number, or any physical, email, or electronic address you provide or at which you may be reached.
• i. Push Notifications/Alerts. You may select for Raison to send you messages called “Alerts” or Push Notifications directly to your device. Alerts may be delayed or prevented by factor(s) affecting your internet/phone provider or other relevant entities. Raison is not liable for losses or damages arising from non-delivery, delayed delivery, or the erroneous delivery of any Alert, or inaccurate Alert content. You are responsible for your use or reliance on the contents of any Alert for any purposes. The information in any Alert may be subject to certain delays. Each Alert may not be encrypted and may include your name and information pertaining to your account(s). Raison may terminate your use of Alerts at any time without notice. You may choose to discontinue receiving Alerts by updating your Raison App Notifications preferences.
• j. SMS Notifications. All SMS Notifications in electronic format from us to you will be considered to be in writing.
• k. Capability to view messages. In order to access, view, and retain SMS Notifications that we make available to you, you must have: (i) a SMS-capable mobile phone, (ii) an active mobile phone account with a communication service provider; and (iii) sufficient storage capacity on your mobile phone.
• l. You are responsible for messaging Costs. RAISON MAY USE ANY MEANS OF COMMUNICATION DESCRIBED IN THIS SECTION EVEN IF YOU WILL INCUR COSTS TO RECEIVE SUCH PHONE MESSAGES, TEXT MESSAGES, EMAILS, OR OTHER MEANS. You are responsible for any and all charges, including but not limited to, fees associated with text messaging, imposed by your communications service provider. Please consult your mobile service carrier’s pricing plan to determine the charges for sending and receiving text messages. These charges will appear on your phone bill. Message frequency depends on account status or settings. We may modify or terminate our text messaging services from time to time, for any reason, and without notice, including the right to terminate text messaging with or without notice, without liability to you.

9. External Links

Raison and/or the Third-Party Providers may include hyperlinks to other websites or resources for your convenience. Please be aware that since Raison and the Third-Party Providers have no control over these external sites and resources, you acknowledge and agree that they are not responsible for the availability of such external sites or resources. Raison and the Third-Party Providers do not endorse these sites or resources and cannot be held liable for any content, advertising, products, or other materials available on or through such sites or resources. Furthermore, you acknowledge and agree that neither Raison nor the Third-Party Providers shall be held responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such site or resource.

10. Third-Party Trademarks

All third-party names, logos, product and service names, designs, and slogans (collectively, “Third-Party Trademark(s)”) contained in the Site are the property of their respective owners. Third-Party Trademarks are used by Raison to refer to the owners of the Third-Party Trademark(s) in question and use by Raison is not intended to (and does not) constitute or imply any kind of relationship between Raison and the owners of the Third-Party Trademark(s) in question, including any affiliation, sponsorship, endorsement or approval of products and/or services, unless otherwise expressly indicated.

11. No Securities Offering

Nothing in this site constitutes or forms a part of any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, unless otherwise expressly indicated.

12. Applicable Policies

In addition to these Terms of Use, your access to and use of the Content and the Site are governed by Raison's current policies concerning the Content and the Site, which include, but are not limited to, the Raison Privacy Policy and Cookie Policy accessible through the Site. You agree to abide by these policies as well as any other Raison policies that pertain to accessing and using the Content and the Site. By using the Site, you are providing your consent for the transfer and processing of your personal data by Raison and its Affiliates. As part of delivering the Site, Raison may need to send you specific communications, such as service announcements and administrative messages. These communications are considered an integral part of the Site, and you may not have the option to opt out of receiving them.

13. Indemnification

You will indemnify and hold harmless Raison, its Third-Party Providers, and the officers, directors, agents, partners, employees, licensors, distributors, and representatives of Raison and the Third-Party Providers, from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including reasonable attorneys' fees, arising from or relating to your access and/or use of, or interaction with the Site and the Content (including, without limitation, Third-Party Content), or any act, error, or omission of your use of your account or any User of your account, in connection therewith. This includes, but is not limited to, matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property; any defective product or any injury or damage to a person or property caused by any products sold or otherwise distributed through or in connection with the Site or the Content; or violation of any applicable law.

14. Force Majeure

Raison will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, electricity supply interruptions, Third-parities’ stop of services, strikes or shortages of transportation facilities, energy, labor or materials.

15. Revisions

Raison may make revisions to these Terms of Use at any time by updating this document. You agree to be bound by subsequent revisions and undertake to periodically review these Terms of Use for any changes. The most up-to-date version of this document will be available for your reference under the 'General Terms - Terms of Use” link located on the Site and Raison App.

16. Applicable Law and Venue; Severability

THE TERMS OF USE AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE REPUBLIC OF ESTONIA, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. Any disputes related to the Terms of Use shall be heard in the courts of the Republic of Estonia. If any portion of these Terms of Use is held invalid or unenforceable, that portion will be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions will remain in full force and effect.

17. Compliance with Applicable Law.

You agree to abide by all applicable local, state, national, and international laws and regulations in your use of the Site. The Site is available only to persons who are permitted to use it under applicable law. The Site is made available only for personal, non-commercial use and display by persons legally capable of entering commercial agreements. If you do not qualify, do not use the Site. You agree to comply with all applicable laws, rules, and regulations regarding the export of technical data from the EU. You agree: (i) You are solely responsible for your actions and the contents of your transmissions through the Site. (ii) You will not impersonate any person or entity or falsely state or otherwise misrepresent your identity or affiliation with a person or entity. (iii) You possess the legal right and ability to enter into these Terms of Use to use the Site. Unauthorized use of this Site, including but not limited to unauthorized entry into Raison’s systems, misuse of passwords, or misuse of any information posted on a site, is strictly prohibited.

18. Language

All information and content posted on the Site is provided in English and may be translated into another language for the convenience of our users. In the event of any inconsistency or discrepancy between the original English text and its translation, the original English text shall prevail and be considered the authoritative version. We make no representations or warranties regarding the accuracy or completeness of translations, and users should rely on the English version for official and accurate information.