Terms and Conditions

The applicable client agreement and onboarding materials will identify the specific SDM entity responsible for any approved service. The SDM corporate group includes SDM Inc., SDM USA Inc., SDM Financial Inc., SDM International (Cayman) Ltd., SDM Lending Inc., and other affiliates identified in applicable service materials. Your website selection does not itself create a client relationship or determine the contracting entity.

In our sole discretion, any agreements, applications or records that you sign or agree to at our request may be in electronic form. Furthermore, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your SDM Account and your use of the Services. We will provide these Communications to you by either posting them on the SDM Site, emailing them to you at the primary email address listed in your SDM profile, communicating to you via instant chat, and/or through other electronic communication such as a text message or mobile push notification. SDM may not send Communications in a language other than English, and if you are not fluent in English, you should consider obtaining the services of an interpreter. You understand and agree that if SDM or its agent sends you electronic Communications but you do not receive them because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications through no fault of SDM, SDM will be deemed to have provided such Communications to you.

You understand and agree that the Site and its entire contents, features, and functionality, including, but not limited to, all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by the Company, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights. The Company name, the Company logo, and all related names, logos, product and service names, designs, images, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on this Site, are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action. You may only use the Site for your personal and non-commercial use, and solely for approved purposes as permitted by SDM from time to time. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Site, in any form or medium whatsoever except: - Your computer and browser may temporarily store or cache copies of materials being accessed and viewed - In the event social media platforms are linked to certain content on our Site, you may take such actions as our Site and such third-party social media platforms permit - Where you have received prior written permission of the Company to do so Users are not permitted to modify copies of any materials from this Site nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Site. You must not access or use for any commercial purposes any part of the Site or any services or materials available through the Site. If you print off, copy or download any part of our Site in breach of these Terms of Use, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Site or to any content on the Site, and all rights not expressly granted are reserved by the Company. Any use of the Site not expressly permitted by these Terms of Use is a breach of these Terms of Use and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

In order to use certain features of the Services and to help the government fight the funding of terrorism and money laundering activities, you may be required to provide SDM with certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification number, and information regarding your bank account (e.g., financial institution, account type, routing number, and account number). In submitting this or any other personal information as may be required, you verify that the information is accurate and authentic, and you agree to notify SDM if any information changes. You hereby authorize SDM to, directly or through third parties, make any inquiries we consider necessary to verify your identity and/or protect against fraud or other financial crime, including to query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth), to query account information associated with your linked bank account (e.g., name or account balance), and to take action we reasonably deem necessary based on the results of such inquiries and reports. You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests.

SDM makes no guarantee or recommendation and does not provide investment, legal, tax, or accounting advice through the Site. Digital assets and related products can be highly volatile, illiquid, operationally complex, and subject to evolving legal and regulatory treatment. The risk of partial or complete loss can be substantial. You are solely responsible for evaluating the merits and risks of the Site and any Service and for determining, with your own advisers where appropriate, whether a transaction is suitable for your objectives, financial circumstances, and risk tolerance.

SDM may restrict, suspend or terminate your access to the Services in our absolute and sole discretion, immediately and without prior notice, and delete or deactivate related information and files without cost to you, including, for example, in the event that you breach any terms of these Terms of Use or you take any action that SDM deems abusive or as circumventing SDM controls.

NONE OF THE INFORMATION CONTAINED ON THIS SITE CONSTITUTES A RECOMMENDATION, SOLICITATION OR OFFER BY SDM OR ITS AFFILIATES TO BUY OR SELL ANY SECURITIES, FUTURES, OPTIONS OR OTHER FINANCIAL INSTRUMENTS OR PROVIDE ANY INVESTMENT, TAX OR LEGAL ADVICE OR SERVICE. NEITHER SDM NOR ANY OF ITS AFFILIATES ARE REGISTERED AS AN INVESTMENT COMPANY UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"), AND INVESTORS WILL NOT BE ENTITLED TO THE BENEFITS OF THE INVESTMENT COMPANY ACT. NEITHER SDM NOR ANY OF ITS AFFILIATES ARE REGISTERED UNDER THE DEALER, ADVISER, OR INVESTMENT FUND MANAGER REGISTRATION CATEGORIES WITH ANY CANADIAN PROVINCE OR TERRITORY PURSUANT TO NATIONAL INSTRUMENT 31-103 – REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRATION OBLIGATIONS AND DOES NOT RELY ON AN EXEMPTION FROM REGISTRATION UNDER ANY OF THE NOTED REGISTRATION CATEGORIES IN ANY CANADIAN PROVINCE OR TERRITORY. DIGITAL ASSETS MAY ONLY BE TRADED BY SDM WITH COUNTERPARTIES RESIDING IN JURISDICTIONS WHICH DO NOT PROHIBIT SUCH TRANSACTIONS. SDM SHALL NOT TRADE DIGITAL ASSETS WITH ANY PERSON OR ENTITY IN ANY JURISDICTION OR COUNTRY WHERE SUCH TRADING WOULD BE CONTRARY TO LAW OR REGULATION OR WHICH WOULD SUBJECT SDM TO ANY REGISTRATION OR OTHER REQUIREMENT WITHIN SUCH JURISDICTION OR COUNTRY WHICH SDM DOES NOT CURRENTLY HAVE. ANY INDIVIDUAL OR ENTITY THAT IS CONSIDERING THE PURCHASE OR SALE OF DIGITAL ASSETS WITH SDM MAY WISH TO CONSULT LEGAL COUNSEL.

Nothing in the Site is, or should be relied on as, a promise or representation as to the future. The Site may contain views, estimates, opinions, predictions or other forward-looking statements, which may reflect the views of SDM or any of its affiliates with respect to, among other things, SDM's operation, the performance of a digital asset, or digital asset markets. Users may identify forward-looking statements by the use of words such as "believe", "expect", "potential", "continue", "may", "will", "should", "seek", "approximately", "predict", "intend", "plan", "estimate", "anticipate" or other comparable words. These forward-looking statements are subject to various risks, uncertainties and assumptions. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these potential statements. Should any assumptions underlying potential forward-looking statements contained on the Site prove to be incorrect, the actual outcome or results may differ materially from outcomes or results projected in these statements. Neither SDM nor any of its affiliates undertakes any obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by applicable law or regulation. Pricing and other information generated through the use of the Services which may be made available herein may not reflect actual prices or values that may be available to you in the market at the time generated or at the time you may want to transact.

The security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. The safety and security of your information also depends on you. Users are responsible for obtaining their own access to the Site. Users are required to ensure that all persons who access the Site through a user's internet connection are aware of these Terms of Use and comply with it. The Site, including content or areas of the Site, may require user registration. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete. Unfortunately, the transmission of information via the internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Site. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Site. Your provision of registration information and any submissions you make to the Site through any functionality such as applications, chat rooms, e-mail, message boards, personal, or interest group web pages, profiles, forums, bulletin boards (collectively, "Interactive Functions") constitutes your consent to all actions we take with respect to such information consistent with our Privacy Policy. Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your SDM Account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that should you be provided an SDM Account, your account is personal to you and you agree not to provide any other person with access to this Site or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access. You are prohibited from attempting to circumvent and from violating the security of this Site, including, without limitation: (a) accessing content and data that is not intended for you; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restricting, disrupting or disabling service to users, hosts, servers, or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting Site owner's ability to monitor the Site; (f) using any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site; (g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) attacking the Site via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing; and (i) otherwise attempting to interfere with the proper working of the Site.

As a condition of your access and use, you agree that you may use the Site only for lawful purposes and in accordance with these Terms of Use. The following content standards apply to any and all content, material, and information a user submits, posts, publishes, displays, or transmits (collectively, "submit") to the Site, to other users or other persons (collectively, "User Submissions") and any and all Interactive Functions. Any and all User Submissions must comply with all applicable federal, state, provincial, local, and international laws, regulations, and terms of service. Without limiting the foregoing, you warrant and agree that your use of the Site and any User Submissions shall not: - In any manner violate any applicable federal, state, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy. - In any manner violate the terms of use of any third-party website that is linked to the Site, including but not limited to, any third-party social media website. - Include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in Company's sole discretion. - Involve stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws, regulations, or code. - Involve, provide, or contribute any false, inaccurate, or misleading information. - Impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing). - Transmit, or procure the sending of, any advertisements or promotions without our prior written consent, sales, or encourage any other commercial activities, including, without limitation, any "spam", "junk mail", "chain letter", contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation. - Encourage any other conduct that restricts or inhibits anyone's use or enjoyment of the Site, or which, as determined by us, may harm the Company or users of the Site or expose them to liability. - Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person. - Promote any illegal activity, or advocate, promote, or assist any unlawful act. - Involve the use of any retirement funds, including any personal or indirect IRA investments, when accessing Services. - Involve the use of the Services for personal, family or household purposes. - Give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.

The Site may contain Interactive Functions allowing User Submissions on or through the Site. None of the User Submissions you submit to the Site will be subject to any confidentiality by the Company. By providing any User Submission to the Site, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive licence to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose and according to your account settings and/or incorporate such material into any form, medium or technology throughout the world without compensation to you. You further waive any moral rights or other rights of authorship as a condition of submitting any User Submission. By submitting the User Submissions, you declare and warrant that you own or have the necessary rights to submit the User Submissions and have the right to grant the licence hereof to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns to the User Submissions and comply with these Terms of Use. You represent and warrant that all User Submissions comply with applicable laws and regulations and the User Submissions and Site Content Standards set out in these Terms of Use. You understand and agree that you, not the Company, nor Company's parent, subsidiaries, affiliates nor their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers or successors, are fully responsible for any User Submissions you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any User Submissions submitted by you or any other user of the Site.

Company has the right, without provision of notice to: - Remove or refuse to post on the Site any User Submissions for any or no reason in our sole discretion. - At all times, take such actions with respect to any User Submission deemed necessary or appropriate in our sole discretion, including, without limitation, for violating the User Submissions and Site Content Standards and these Terms of Use. - Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Site. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. - Terminate or suspend your access to all or part of the Site for any or no reason, including, without limitation, any violation of these Terms of Use. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AGAINST YOU, IN ACCORDANCE WITH THIS AGREEMENT, AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER THE COMPANY OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES. We have no obligation, nor any responsibility to any party to monitor the Site or its use, and do not and cannot undertake to review material that you or other users submit to the Site. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.

Our collection, use, disclosure, retention, and protection of Personal Data through the Site is described in our Privacy Policy. Additional privacy notices may apply during onboarding or under a client agreement with a specific SDM entity.

The Site uses cookies, browser local storage, and similar technologies for access controls, eligibility preferences, security, and analytics, as described in the Privacy Policy. You can control cookies and local storage through your browser. Disabling essential technologies may prevent some Site features from functioning. Your use of the Site is not treated as consent where applicable law requires a different form of consent.

For your convenience, this Site may provide links or pointers to third-party sites. We make no representations about any other websites that may be accessed from this Site. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites. Such links to third-party sites from the Site may include links to certain social media features that enable you to link or transmit on your own or using certain third-party websites, certain content from this Site. You may only use these features when they are provided by us and solely with respect to the content identified. Our Site must not be framed on any other site, nor may you create a link to any part of our Site other than the homepage. We reserve the right to withdraw linking permission without notice. The Site in which you are linking must comply in all respects with these Terms of Use. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE SITE OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS REPRESENT OR WARRANT THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE SITE AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT. SDM DOES NOT RECOMMEND, ENDORSE, ADVOCATE OR SPONSOR ANY OF THE VIRTUAL CURRENCY TRANSACTIONS THAT MAY BE ENTERED INTO PURSUANT TO A VIRTUAL CURRENCY PURCHASE & SALE AGREEMENT. SDM IS NOT AN AUTHORIZED FINANCIAL ADVISOR OR REPRESENTATIVE AND DOES NOT GIVE TAX, EMPLOYMENT, OR INVESTMENT ADVICE. ANY PRICE INFORMATION, QUOTES, FORECASTS, RETURN ESTIMATES, OR INDICATIONS OF PAST PERFORMANCE ARE FOR INFORMATION PURPOSES ONLY AND DO NOT GUARANTEE FUTURE PERFORMANCE AND DO NOT CONSTITUTE AN OFFER TO BUY OR SELL OR ANY SOLICITATION OF AN OFFER TO BUY OR SELL ANY CURRENCIES, CURRENCY PAIRS, OR OTHER PROPERTY, NOR TO ENTER INTO ANY VIRTUAL CURRENCY TRANSACTION. SDM IS NOT, SHALL NOT BE, AND SHALL NOT BE DEEMED TO BE YOUR FINANCIAL ADVISOR OR FIDUCIARY WITH RESPECT TO YOUR INTENTION TO OFFER TO BUY OR SELL ANY CURRENCIES, CURRENCY PAIRS, OR OTHER PROPERTY.

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE SITE, ANY LINKED SITES OR OTHER THIRD-PARTY SITES, NOR ANY SITE CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW. EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY FOR LOSSES ARISING OUT OF OR RELATED TO THESE TERMS OF USE, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THREE THOUSAND DOLLARS ($3,000.00) USD.

To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless SDM, its affiliates and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, from any loss, damage, cost, action, claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of these Terms of Use; your use of, or conduct in connection with the Site or the Services; or your violation of any law, rule or regulation, or the rights of any third party.

No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms of Use operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. These Terms of Use shall not be construed to waive rights that cannot be waived under applicable local, provincial, state and federal laws where you are located.