The following Terms of Service are terms of a legal agreement (this “Agreement”) between you (“you,” “your,” or “user”) and The Sandbox Companies, Inc. and its subsidiaries, affiliates, agents and assigns (“Sandbox,” “we,” “us,” or “our”) that sets forth the terms and conditions for your use of Sandbox’s mobile application (the “Mobile App”), the Sandbox’s website, https://www.sandboxwealth.com/ (the “Website”), and the products and services offered through the Mobile App or Website (collectively, the “Platform”). Except for banking and lending services, or as otherwise specified in this Agreement, the Platform services are owned and operated by Sandbox and are being provided to you expressly subject to this Agreement.

All bank accounts and credit products that may be made available to you through the platform are provided by our lending and bank partners.

It is important to carefully review this Agreement. By accessing, browsing, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement and to comply with all applicable laws and regulations. If you do not agree to these terms, you may not access or use the Platform.

To use the Platform and to accept this Agreement, you must (1) be a citizen or permanent legal resident of the United States, (12) be at least 18 years old (or have reached the age of majority in your jurisdiction, if that is greater than 18 years old), and (23) not be prohibited by law from using the Platform or the products and services on the Platform. If you are not a citizen or permanent legal resident of the United States, additional terms and conditions may apply in order for you to access (and continue to access) the Platform and any related services, whether in part or in whole.

Sandbox reserves the right to amend this Agreement at any time without advance notice unless required by law by posting a revised Agreement on our Website. All changes will be effective upon posting, so you should check this Agreement on the Website periodically for changes. Your continued use of the Platform after any change to this Agreement constitutes your agreement to be bound by any such changes.

Sandbox maintains a Privacy Policy that details how we handle and protect your data. Our Privacy Policy is available at https://www.sandboxwealth.com/disclosures/privacy. We fully incorporate our Privacy Policy into this Agreement. Any changes made to our Privacy Policy are effective when the updates are posted, or as otherwise set forth in the Privacy Policy.

To access and use the Mobile AppPlatform, you must have a a computer with an Internet connection (PCs should be running Windows 10 or higher and Edge, Chrome, or Firefox; Macs should be running Mac OS 10.5.7 or higher and Safari, Chrome, or Firefox) or a mobile phone with access to the Internet running Apple iOS 15.0 or higher or Android 10 or higher. You must also have a valid U.S. telephone number provided through a mobile carrier and email address, and sufficient storage space to install the Mobile App.

To access the Platform, you must create a user account with Sandbox (a “Sandbox User Account”). This process will include the creation of a username and password (“Login Credentials”) to access the Platform. When you sign up for a Sandbox User Account, you agree to provide accurate, current and complete information — such as your name, mailing address, phone number, and email address – requested through the Platform (“User Information”). You further represent that you are a legal owner of, and that you are authorized to provide us with, all User Information and other information necessary to facilitate your use of the Platform.

In order to use certain products and services on the Platform, Sandbox may be required to verify your identity. You authorize us to make any inquiries we consider necessary to validate your identity. This may include obtaining information about you from third parties. If you do not respond to such inquiries or we cannot verify your identity, we can refuse to allow you to use any part, or all, of the Platform. Should any of your User Information change, you also agree that you will provide us with updated information as soon as possible. You may update your User Information through the Platform.

If you believe that any of your User Information, including your username or password, has been compromised, or that another person is accessing your Sandbox User Account without your permission through some other means, you agree to notify us as soon as possible at support@sandboxwealth.com.

Sandbox offers various Services through the Platform intended to assist you in managing your finances and assets. Some Services may be offered directly by Sandbox or by third parties. Some of the third parties are services providers to Sandbox. For example, Sandbox uses a service provider to assist in verifying your identity and onboarding you onto the Platform.

Products and services offered by third parties may be subject to separate terms and conditions provided to you (collectively, “Product Agreements”). Any relationship with a third party with whom you enter into a separate agreement is governed solely by the terms of that Product Agreement and not by this Agreement. If there is a conflict between this Agreement and any Product Agreement, the Product Agreement will govern as to the terms that govern the product or service, but only to the extent of the conflict.

Your eligibility to access the Platform and receive any Platform services depends on your successful onboarding, and you agree to promptly provide any information necessary for your onboarding. Not all Services or all features of the Services are available to all customers or in all states.

As part of the Platform, Sandbox may offer you the ability to apply for and obtain loans through our third-party lending partners. You may also be able to establish and access bank accounts and banking services provided by our bank partners. Each credit and banking product is subject to the terms and conditions established between you and the lending or bank partner and are not governed by this Agreement.

Sandbox offers a suite of features that can help you to better understand, manage, and monitor your finances, which may include transaction and balance alerts for your bank and credit accounts.

SANDBOX IS NOT LIABLE FOR ACTIONS YOU OR ANY THIRD PARTY TAKE, OR DO NOT TAKE, OR DELAY IN TAKING, IN RELIANCE ON FINANCIAL ALERTS PROVIDED THROUGH THE PLATFORM (NOR IS SANDBOX LIABLE FOR ANY FAILURE TO PROVIDE, OR DELAY IN PROVIDING, ANY FINANCIAL ALERTS).

SANDBOX DOES NOT PROVIDE LEGAL, TAX, FINANCIAL, OR INVESTMENT ADVICE, NOR IS SANDBOX A LAWYER, TAX ADVISOR, SECURITIES BROKER, INVESTMENT ADVISOR, OR FINANCIAL PLANNER. YOU SHOULD CONSULT WITH A FINANCIAL PROFESSIONAL AWARE OF YOUR INDIVIDUAL CIRCUMSTANCES BEFORE IMPLEMENTING ANY FINANCIAL STRATEGY OR MAKING ANY OTHER FINANCIAL DECISION.

To use some of the products and services on the Platform, you may need to give us access to information related to your bank and credit accounts at other financial institutions, including those accounts opened through our banking partners. This includes bank and credit account transaction histories, balance information, or other information maintained by third parties, with which you have relationships, maintain accounts or engage in financial transactions (“Third-Party Account Information”). Sandbox may work with one or more third-party service providers, which may include Plaid or other service providers, to access this Third-Party Account Information. We or our third-party service providers may use usernames or passwords that you provide to log into third-party sites. We will use this information to provide you with the Services and transactions you request, for our own internal business purposes, and to offer you other Sandbox or third-party products and services that may be of interest to you.

By using the Platform, you authorize Sandbox to access and disclose information maintained by third parties (including our bank and lending partners and our service providers), on your behalf as your agent, in order to provide the products and services on the Platform, and you expressly authorize such third parties to disclose your information to us, including for purposes of onboarding you to the Platform or to assist with onboarding you with a bank or lending partner. By agreeing to this Agreement, you are also agreeing that you are responsible for keeping secure any passwords and usernames you provide to us so we can retrieve this Third-Party Account Information, and for keeping those passwords and usernames up to date through the Platform.

Sandbox does not review the Third-Party Account Information for accuracy, legality or non-infringement, and Sandbox is not responsible for your Third-Party Account Information. You acknowledge that any Third-Party Account Information that is displayed through the Platform will be the information we most recently accessed, and that this information may not reflect pending transactions or other recent activity.

We may charge a fee for the Platform or one or more Platform services or products, and you agree to the applicable pricing and payment terms provided by us via the Platform or otherwise. Sandbox may add new features for additional fees and charges, or amend fees and charges for existing features at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in these Terms. Your continued use of the applicable products and services after any price change becomes effective constitutes your Agreement to pay the changed amount.

Unless otherwise specified, all fees, including any applicable taxes and transaction fees, are in U.S. Dollars. Any applicable sales or other taxes are in addition to the stated fee. Currency exchange settlements and foreign transaction fees are based on the specifics of your agreement with the financial institution through which you pay.

All payments are nonrefundable, and there are no refunds or credits for partially used periods for any Platform services paid for in advance.

In addition, you may be responsible for fees paid directly to third parties that provide some products and services that you access through the Platform. You must agree to these third-party fees at the time you access those third-party services; such fees will be disclosed in your Product Agreement with the third-party service provider. Sandbox is not responsible for any fees charged by third-party service providers with whom you have a Product Agreement, and you must communicate directly with such third parties in the event of any dispute about these fees. Sandbox will not provide any refunds or other compensation related to fees due to third-party service providers.

You represent and warrant to Sandbox that you have the right to authorize us to charge and credit any financial account that you submit to us for payment of fees. In no event will our liability to you exceed the amount of the transaction. If you authorize payment from a joint external financial account, you represent and warrant that you have the authority to (a) bind the absent accountholder and (b) enter into this Agreement independently.

You represent that you are capable of saving or otherwise storing a copy of these terms for your records, and the credit and debit transactions you request comply with applicable law.

You may cancel any payment authorization you provide to us under this Agreement by notifying Sandbox at least three (3) business days before the scheduled debit date of the payment by emailing support@sandboxwealth.com. If we do not receive notice at least three (3) business days before the scheduled debit date, we may attempt, in our sole discretion, to cancel the transaction. However, we assume no responsibility for our failure to do so.

When you email, please include the name, email address, and telephone number associated with your Sandbox User Account. Failure to provide correct and complete information may make it impossible for Sandbox to cancel your payment authorization, or may delay the effectiveness of canceling your payment authorization.

We shall have the right, in our sole discretion and with reasonable notice, to establish or change limits concerning use of the Platform, temporarily or permanently, including the number of times and the maximum duration for which you may access the Platform in a given period of time. We reserve the right to make any such changes effective immediately to maintain the stability or security of the system or to comply with any laws or regulations. You may reject changes by discontinuing use of the Platform to which such changes relate. Your continued use of the Platform will constitute your acceptance of and agreement with such changes. Maintenance upon the Platform may be performed from time-to-time resulting in interrupted service, delays or errors in the Platform’s features. Attempts to provide prior notice of scheduled maintenance will be made, but Sandbox cannot guarantee that such notice will be provided.

The Platform may contain links to outside services and resources, the availability and content of which Sandbox does not control or monitor. We are not responsible for examining or evaluating, and we cannot guarantee and expressly do not warrant the offerings of these businesses or individuals or the content of their websites.

Except where an endorsement or relationship is expressly disclosed, links to and from such sites do not constitute a Sandbox endorsement, and Sandbox does not represent or imply that there is any business relationship between Sandbox and the other entities. In some cases where Sandbox does have a business relationship with the third-party website linked in the Platform, Sandbox may earn commission or other compensation from your access to that third-party website or your purchase of products and services from that entity. Sandbox, however, does not disclose any of your personal information to such third parties. Where Sandbox has such a business relationship, Sandbox will expressly disclose within the Platform that it may earn commission from your use of the third-party website.

Sandbox does not assume any responsibility or liability for the actions, products, and content of these and any other third parties. Any concerns regarding any such service or resource, or any link thereto, should be directed to the particular outside service or resource.

In order to receive the Services and access the Platform, you must agree to our Consent to Electronic Communications and Doing Business Electronically, available at https://www.sandboxwealth.com/disclosures/esign, which is fully incorporated into this Agreement.

By choosing to use the Platform, you will receive from time-to-time disclosures, notices, documents, and any other communications from Sandbox (“Communications”). We can only give you the benefits of our Platform by conducting business through the Internet, and therefore we need you to consent to receive all Communications electronically. This section informs you of your rights when receiving electronic Communications from us. We may discontinue electronic provision of Communications at any time in our sole discretion.

By accepting this Agreement, you agree that electronic Communications shall be considered “in writing” and have the same meaning and effect as if provided in paper form, unless you have withdrawn your consent to receive Communications electronically as stated below. You agree that we have no obligation to provide you Communications in paper format, although we reserve the right to do so at any time.

You understand that, in order to view and/or retain copies of the electronic Communications, you will need a device that meets the requirements described in Section 4. You will also need a valid email address, sufficient storage space to save Communications or the capability to print the Communications from the device on which you view them.

You may withdraw your consent to receive Communications electronically by contacting us at support@sandboxwealth.com. If you withdraw your consent, we will close your Sandbox User Account and, if applicable, end your subscription to the Platform. The legal validity and enforceability of prior Communications delivered in electronic form will not be affected by your withdrawal of consent. You also agree to pay any outstanding fees you may have incurred pursuant to Section X above prior to the termination of your Sandbox User Account.

You can update your User Information through the Platform or by emailing us at support@sandboxwealth.com.

By creating a Sandbox User Account, you consent to receive SMS and MMS messages (including text messages), and telephone calls (including prerecorded and artificial voice and autodialed) from us, our agents, representatives, affiliates or anyone calling on our behalf at the specific number(s) you have provided to us, with service-related information, such as alerts, information or requests regarding any loan or account application submitted to a bank partner, or questions about your use of the Platform.

Sandbox may, directly or by third parties acting on its behalf, send marketing/promotional communications, including text messages and calls, related to Sandbox services to the number(s) you have provided to us. You certify, warrant and represent that the telephone number you have provided to us is your contact number and not someone else's. You represent that you are permitted to receive calls and text messages at the telephone number you have provided to us. You agree to promptly alert us whenever you stop using a telephone number. Sandbox and our agents, representatives, affiliates and anyone calling on our behalf may use such means of communication described in this Section even if you will incur costs to receive such phone messages, text messages, e-mails or other means. Standard message and data rates may apply to all SMS messages (including text messages). We may modify or terminate our SMS messaging services from time to time, for any reason, and without notice, without liability to you.

By creating a Sandbox User Account, you consent to receiving marketing/promotional email communications from Sandbox directly or from third parties acting on its behalf, related to Sandbox services to the email address you have provided to us. You can opt out of receiving marketing/promotional email communications from Sandbox by notifying us at support@sandboxwealth.com or by clicking the Unsubscribe link at the bottom of any of our emails.

By creating a Sandbox User Account, you also agree to receive push notifications from us. Receipt of push notifications may be delayed or prevented by factors beyond our control, including those affecting your internet/phone provider. We are not liable for losses or damages arising from non-delivery, delayed delivery, or the erroneous delivery of any push notification; inaccurate push notification content; or your use or reliance on the content of any push notification for any purposes. Each push notification may not be encrypted and may include your name and information pertaining to your use of the Platform. We may terminate your use of push notifications at any time without notice. You can opt out of receiving push notifications by adjusting your device settings. You acknowledge that opting out of receiving push notifications from us may impact your use of the Platform.

You agree to use the Platform only for lawful purposes. You are prohibited from any use of the Platform that would constitute a violation of any applicable law, regulation, rule or ordinance of any nationality, state, or locality or of any international law or treaty, or that could give rise to any civil or criminal liability. Any unauthorized use of the Platform, including unauthorized entry into Sandbox’s systems, misuse of passwords, or misuse of any information posted on or through the Platform is strictly prohibited.

Sandbox makes no claims concerning whether use of the Platform is appropriate outside of the United States. If you access the Platform from outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

You agree you will not (1) try to reverse engineer, disassemble, decompile, or decipher the Platform or software making up the Platform, (2) navigate or search the Platform with any tool, software, agent, engine or other means (including bots, avatars, intelligent agents, or spiders), (3) use a means other than Sandbox’s provided interface to access the Platform, (4) use the Platform in a way that could impair, overburden, damage, or disable any portion of the Platform, or (5) mirror any material contained on the Platform.

Sandbox reserves the right to take various actions against you if we believe you have engaged in activities restricted by this Agreement or by laws or regulations, and Sandbox also reserves the right to take action to protect Sandbox, other users, and other third parties from any liability, fees, fines, or penalties. We may take actions including: (1) updating information you have provided to us so that it is accurate, (2) limiting or completely closing your access to the Platform, (3) suspending or terminating your ability to use the Platform on an ongoing basis, (4) taking legal action against you, and (5) holding you liable for the amount of Sandbox’s damages caused by your violation of this Agreement.

The Platform is owned and operated by Sandbox. All content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, text, data, contents, names, trade names, trademarks, trade dress, service marks, layout, logos, designs, images, graphics, illustrations, artwork, icons, photographs, displays, sound, music, video, animation, organization, assembly, arrangement, interfaces, databases, technology, and all intellectual property of any kind whatsoever and the selection and arrangement thereof (collectively, the “Sandbox Materials”) are owned exclusively by Sandbox or its licensors and are protected by U.S. copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws.

Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Sandbox Materials displayed on the Platform, without our prior written permission in each instance. You may not use, copy, display, distribute, modify or reproduce any of Sandbox Materials found on the Platform unless in accordance with written authorization by us. Sandbox prohibits use of any of the Sandbox Materials as part of a link to or from the Platform unless establishment of such a link is approved in writing by us in advance. Any questions concerning any Sandbox Materials, or whether any mark or logo is a Sandbox Material, should be referred to Sandbox.

All rights related to the Sandbox Materials are hereby reserved. You agree that the Sandbox Materials may not be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means, including electronic, mechanical, photocopying, recording, or otherwise, without the express prior written consent of Sandbox. You acknowledge that the Sandbox Materials are and shall remain the property of Sandbox. You may not modify, participate in the sale or transfer of, or create derivative works based on any Sandbox Materials, in whole or in part.

Unless prohibited by law, Sandbox may terminate this Agreement at any time, or suspend or terminate your access and use of the Platform or the Platform services at any time, with or without cause, in Sandbox’s absolute discretion and without notice to you or any liability to Sandbox. The Sections of this Agreement titled Indemnification, Disclaimer of Warranties, Limitation of Liability, Waiver, Dispute Resolution by Binding Arbitration, and General Provisions, together with any other provision that by its nature is intended to survive or that expressly survives termination, shall expressly survive termination of your use or access to the Platform or the Platform services. Sandbox further reserves the right to modify or discontinue, either temporarily or permanently, any portions or all of the Platform or Services at any time with or without notice. Upon the termination this Agreement, you must promptly pay to Sandbox any outstanding amounts due hereunder, and authorize Sandbox to deduct any such amounts in accordance with any current ACH authorization that you have provided to us.

THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, SANDBOX AND ALL OF ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, STOCKHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS, ASSIGNS, LICENSORS AND SUPPLIERS INCLUDING PAYMENT CARD NETWORKS AND PAYMENT PROCESSORS (COLLECTIVELY, THE “SANDBOX PARTIES”) EXPRESSLY MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO THE CONTENT OR OPERATION OF THE PLATFORM OR SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE PLATFORM OR SERVICES IS AT YOUR SOLE RISK. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” THE SANDBOX PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY OF THE INFORMATION OR CONTENT ON THE PLATFORM, OR THE PLATFORM SERVICES, AND EXPRESSLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. THE SANDBOX PARTIES MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE PLATFORM OR SERVICES ARE FREE OF VIRUSES, BUGS, DEFECTS, ERRORS, OR OTHER COMPUTING ROUTINES THAT CONTAIN DAMAGING OR OTHERWISE CONTAMINATING PROPERTIES, OR PROGRAMS INTENDED TO INTERCEPT OR STEAL PERSONAL OR SYSTEM DATA.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

THE SANDBOX PARTIES WILL NOT BE RESPONSIBLE, UNDER ANY CIRCUMSTANCES, TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED, OR PUNITIVE DAMAGES, INCLUDING DAMAGES UNDER WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER CLAIMS, ARISING OUT OF OR RELATING TO YOUR USE OF THE PLATFORM, THE SANDBOX MATERIALS, OR ANY CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE PLATFORM, EVEN IF A SANDBOX PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SANDBOX PARTIES WILL ALSO NOT BE LIABLE TO YOU FOR ANY USE OF INFORMATION, DATA, OR OTHER MATERIAL TRANSMITTED VIA THE PLATFORM, OR FOR ANY ERRORS, DEFECTS, INTERRUPTIONS, DELETIONS, OR LOSSES RESULTING FROM, INCLUDING LOSS OF PROFIT, REVENUE, OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO, OR USE OF, THE PLATFORM. IN NO EVENT WILL THE SANDBOX PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED USD $1,000 (ONE THOUSAND UNITED STATES DOLLARS). THE PLATFORM AND PLATFORM SERVICES MAY BE UNAVAILABLE FOR SCHEDULED MAINTENANCE, FOR UNSCHEDULED EMERGENCY MAINTENANCE, OR BECAUSE OF OTHER CAUSES BEYOND SANDBOX’S REASONABLE CONTROL, AND NO SANDBOX PARTY SHALL BE LIABLE FOR ANY DELAY OR FAILURE TO PERFORM BY SANDBOX DUE TO ANY SUCH UNAVAILABILITY. SANDBOX HAS NO LIABILITY TO YOU FOR THE ACTS OR OMISSIONS OF THIRD PARTIES, INCLUDING OUR THIRD-PARTY SERVICE PROVIDERS AND OUR BANK AND LENDING PARTNERS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN LIABILITIES, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM, THE SERVICES OR PRODUCTS PROVIDED THROUGH THE PLATFORM, OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM.

To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless Sandbox from and against any and all claims, losses, expenses, demands or liabilities, including reasonable attorneys’ fees arising out of or relating to (i) your access to, use of or alleged use of the Platform; (ii) your violation of this Agreement or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third party right, including any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to this Section 198, and in such case, you agree to cooperate with our defense of such claim. You shall cooperate as fully as reasonably required in the defense of any such claim. Sandbox reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree not to settle any matter without the prior written consent of Sandbox.

YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN THIS SECTION 20.

You and Sandbox agree that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this Section 2019 (the “Arbitration Provision”), unless you opt out as provided in Section 19.3 belowthe “Opt-Out of Arbitration Provision” Section below. As used in this Arbitration Provision, “Claim” shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, relating to or arising out of this Agreement, or the activities or relationships that involve, lead to, or result from this Agreement, including (except to the extent provided otherwise in the last sentence of the “No Class Actions” Section below) the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counterclaims, cross-claims, third-party claims, or otherwise.

Please note that you may continue to assert Claims in small claims court, if your Claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the “FAA”). The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.

You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to notices@sandboxwealth.com, within 60 days of the date of your electronic acceptance of the terms of this Agreement. The opt out notice must clearly state that you are rejecting arbitration; identify the agreement to which it applies by date; provide your name, address, and social security number; and be signed by you. You may send an opt-out notice in any manner you see fit as long as it is received at the specified address within the specified time. No other methods can be used to opt out of this Arbitration Provision. If the opt-out notice is sent on your behalf by a third party, such third party must include evidence of his or her authority to submit the opt -out notice on your behalf.

If a Claim arises, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the dispute quickly. You agree that before filing any claim in arbitration, you may submit Claims by sending an email to notices@sandboxwealth.com at any time.

The party initiating arbitration shall do so with the American Arbitration Association (the “AAA”) or Judicial Alternatives and Mediation Services (“JAMS”). The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call 1(800) 778-7879 or visit the AAA's web site at: www.adr.org. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1(800) 352-5267 or visit their web site at: www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. The arbitration will be held in the United States county where you live or work, or any other location we agree to.

If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator's rules. We shall pay the administrator’s hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, or you request that we pay them and we agree to do so. Each party shall bear the expense of its own attorneys’ fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.

Within 30 days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator's rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (“FAA”), and may be entered as a judgment in any court of competent jurisdiction.

NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Except for claims seeking public injunctive relief and unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this “No Class Actions” Section, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this “No Class Actions” Section shall be determined exclusively by a court and not by the administrator or any arbitrator.

This Arbitration Provision shall survive the termination of this Agreement. If any portion of this Arbitration Provision other than the “No Class Actions” Section is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Provision’s limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Provision and may be brought in court. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in the “No Class Actions” Section are finally adjudicated pursuant to the last sentence of the “No Class Actions” Section to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.

Except as otherwise required by applicable law, in the event that this Arbitration Provision is found not to apply to you or your Claim, you and Sandbox agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of the State of New York. Both you and Sandbox consent to venue and personal jurisdiction in the State of New York. TO THE EXTENT THIS PARAGRAPH APPLIES, WE BOTH AGREE TO WAIVE OUR RIGHT TO A JURY TRIAL.

THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.

Except for Section 20 which is governed by the FAA, this Agreement and all Claims are governed by the laws of the State of New York, without regard to conflict-of-law rules.

If any provision of this Agreement is found to be invalid, unlawful, void, or unenforceable by either an arbitrator or a court of competent jurisdiction, this Agreement’s remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of this Agreement shall remain in full force and effect.

You agree that if Sandbox does not enforce any of its legal rights or remedies under this Agreement, or other legal rights or remedies Sandbox has under applicable laws, this shall not be construed as a formal waiver of those rights or remedies or any other rights in any way whatsoever.

If you have questions regarding this Agreement or the practices of Sandbox, please contact us by email at support@sandboxwealth.com.

This Agreement is the entire understanding and agreement between you and Sandbox. This Agreement supersedes any previous Terms of Service agreement or other agreement to which you and Sandbox may have been bound. This Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and permitted assigns. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement. You may not assign or transfer this Agreement or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement or any of our rights or obligations under this Agreement, in whole or in part, at any time without notice. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such Section. For purposes of this Agreement, the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation,” and the word “or” is not exclusive.