Securities Platform Agreement
This securities brokerage platform agreement and any amendments or exhibits thereto (collectively, the “Securities Platform Agreement”) contains important rights and obligations between you and Step Mobile, Inc. (“Step”, “we”, “us”, “our”) with respect to each brokerage account you open with DriveWealth, in which securities and other assets, including, without limitation, any money, securities, and other property but does not include any cryptocurrencies (“Securities and Other Assets”) acquired on your behalf are recorded, pursuant to the arrangement DriveWealth maintains with Step, (each, a “Stock Account”). Your Stock Account and the services provided by DriveWealth, LLC (“DriveWealth”). DriveWealth is a clearing broker-dealer registered with the United States Securities and Exchange Commission (“SEC”) and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) (CRD#: 165429/SEC#: 8-6916). DriveWealth is the clearing firm for Step and Custodian of Stock Accounts and facilitates transactions in and maintains records of Securities and Other Assets, as outlined in this Securities Platform Agreement.Please read through this Securities Platform Agreement carefully before opening a Stock Account and accessing or using the DriveWealth services (as defined herein).
This Securities Platform Agreement forms a part of, and is incorporated by reference into, the Step Terms of Service. Your use of the Securities Platform is subject to all of the terms and conditions applicable to your use of the Services as set forth in the Step Terms of Service, including without limitation, the indemnification, limitation of liability, and arbitration provisions. A breach of this Securities Platform Agreement constitutes a breach of the Step Terms of Service.
1. Scope of Services
This Securities Platform Agreement applies to your access to and use of the Securities Platform and vfDriveWealth Services, as described in the DriveWealth User Agreement, incorporated herein by reference. By creating a Stock Account with DriveWealth, in accordance with the terms and conditions contained in the DriveWealth User Agreement, you will be able to enter into transactions with DriveWealth (the “DriveWealth Services”) through our App or Site (the “Securities Platform”).
2. Updates to this Securities Platform Agreement
Subject to Applicable Law, Step may change or modify this Securities Platform Agreement at any time by sending or posting a revised version to https://step.com/policies/securities-platform-agreement. If we are required by Applicable Law to provide notice of changes to this Securities Platform Agreement , we will do so in conjunction with updating the Effective Date of the Securities Platform Agreement. Your continued maintenance of the Account at DriveWealth following fifteen (15) calendar days of such update to this Securities Platform Agreement shall constitute your acceptance of such modified version of this Securities Platform Agreement and its updated terms. The updated version will be effective as of the updated Effective Date. If you do not agree to this Securities Platform Agreement , or any revised version of this Agreement, we may restrict or otherwise require you to close the Account. You should periodically review this Securities Platform Agreement for changes to terms and conditions in addition to any relevant disclosure documents.
3. Securities Platform Access to the DriveWealth Services
2.1. Order Routing and Restrictions
To access the DriveWealth Services through the Securities Platform, you will need to first establish a DriveWealth account by completing the onboarding process offered through the Securities Platform prior to your first brokerage transaction (either to buy or sell a security or, when offered, to earn a reward in Securities and Other Assets). You will need to agree to be bound by all terms and conditions pertaining to such orders in accordance with the DriveWealth User Agreement.
2.2. Order Routing and Restrictions
All orders will be routed to DriveWealth by or through the Securities Platform. For buy or sell orders, you will be presented details such as most recent buy/sell pricing information and cost of placing an order on the Securities Platform. For rewards orders (when offered), you will need to enroll in specific rewards through the “Rewards” tab within the Securities Platform and select to receive the reward in the form of a specific security. We may also restrict the amount of Securities and Other Assets you may be able to purchase within a specified duration of time. By accessing the Securities Platform, you understand and acknowledge that all orders which are placed through the Securities Platform intended for your Stock Account are your orders.
2.3. Account Details
You can view the list and balance of Securities and Other Assets you own in your DriveWealth Stock Account directly within the Securities Platform. The Securities Platform will use the latest pricing details provided by DriveWealth.
2.4. Stock Account Overview
You understand and acknowledge that your Stock Account is self-directed, you are solely responsible for any and all orders placed through your Stock Account, and all orders entered by you are unsolicited and based on your own investment decisions. Step Advisers, LLC (“Step Advisers”) provides investment advisory services to you through the Securities Platform, and it utilizes Step as a technical service provider to host the Step Advisers services on its behalf. Step does not provide any investment advisory services to customers. Investment advisory services are solely provided by Step Advisers, an SEC registered investment adviser, as further described in the Step Advisers Investment Advisory Agreement (the “Advisory Agreement”). Step may, in our sole discretion, limit the number or types of trades made during any given business day.
4. Authorization to Share Information with DriveWealth
5. Authorization to Transfer Funds
You understand and acknowledge that when you submit an order through the Securities Platform to purchase Securities and Other Assets from DriveWealth, you are authorizing us to accept the instructions of DriveWealth and authorizing us to instruct our bank partner, Evolve Bank & Trust (“Bank Partner”) to transfer the cash equivalent of the then current value of the Securities and Other Assets from your linked deposit account established by and held at Bank Partner (“Step Account”) to your DriveWealth account. You understand and acknowledge that your Stock Account is provided by DriveWealth and is separate from your Step Account provided by Bank Partner. Your Step Account is governed by a separate agreement by and between you and Bank Partner. You further understand and acknowledge that DriveWealth is not under the control of Step or Bank Partner, that any DriveWealth account is outside of Step’s and Bank Partner’s possession and control, and that Step or Banking Partner do not have the ability to monitor or recall the funds after such funds have been wired or transferred from your Step Account to DriveWealth.
You agree to hold Step and Bank Partner harmless with respect to Step and Bank Partner accepting and following your instructions to transfer funds from your Step Account to DriveWealth. You hereby authorize and instruct us and Bank Partner to accept all instructions to deposit funds into your Step Account from DriveWealth at the sole instruction of DriveWealth. You understand that you may revoke this authorization at any time by closing your Stock Account or other account you have with DriveWealth.
You understand and acknowledge that Step and Bank Partner do not have possession or control over any account you have with DriveWealth, including, but not limited to the Stock Account and that Securities and Other Assets in your Stock Account are not held at or by Step or Bank Partner and that Step and Bank Partner are not involved in any purchase, sale, execution, custody, or trading of Securities and Other Assets. Your Stock Account, DriveWealth account and any purchase, sale, execution, custody or trading of Securities and Other Assets is not part of your Step Account or the Step Account agreement you have with Bank Partner. Bank Partner is not party to, nor has any liability to you under, our Step Reward Terms or this Securities Platform Agreement. All instructions provided by you or through Step to Bank Partner and any transfers from your Step Account as instructed by you or with your authorization will be governed by the terms and conditions of your Step Account agreement you have with Bank Partner.
6. Authorized Minor Trading Accounts Services.
6.1. Authorized Trading Accounts
We may give you the option to open an authorized minor trading account (“Authorized Trading Account”) within your Stock Account with a minor child who is between thirteen (13) and under eighteen (18) years of age and for whom you are the parent or legal guardian of (“Minor”) (together with the parent or legal guardian after establishing an Authorized Trading Account, the “Authorized Trading Account Holders”). All references in this Section 6 to “Stock Account” shall additionally refer to the Authorized Trading Account unless context requires otherwise.
We are authorized to follow the instructions of either Authorized Trading Account Holder and to deliver Securities and Other Assets in the Authorized Trading Account to any other Authorized Trading Account holder or upon either Authorized Trading Account holder’s instructions. Each Authorized Trading Account Holder has the authority, acting individually and without notice to the other, to provide instructions to us as if such Authorized Trading Account Holder was the sole account holder. The Authorized Trading Account holders may each enter into separate transactions of Securities and Other Assets and you expressly authorize and allow the Minor to engage in such on your behalf within their Authorized Trading Accounts. You are solely liable for all actions, obligations, and liabilities arising from both your and the Minor’s activities related to the Authorized Trading Account, including, but not limited to, all transactions of Securities and Other Assets and transfers performed by the Minor. You agree to indemnify us and hold us harmless from any losses that arise in connection with the Minor’s use of the Authorized Trading Account. We reserve the right to require written instructions from all Authorized Trading Account Holders, at our sole discretion. We are not responsible for determining the purpose or propriety of an instruction we receive from any Authorized Trading Account holder or for the disposition of payments or deliveries among Authorized Trading Account holders.
6.2. Transfer or Closure of a Minor’s Authorized Trading Account
PERMISSION TO TRANSFER BENEFICIAL OWNERSHIP TO MINOR UPON REACHING ADULT AGE: Upon a Minor reaching eighteen (18) years of age and becoming an adult (“Adult”), they will have the option to open an individual DriveWealth account and upon the successful onboarding by us and DriveWealth and opening a DriveWealth account. You agree to designate the Securities and Other Assets in the Authorized Trading Account, including the beneficial ownership thereof, (the “Designated Assets”) to be transferred to the Minor’s individual DriveWealth account when the Minor becomes an Adult. We and/or DriveWealth may revoke or disable the Minor’s login credentials to the Authorized Trading Account. You acknowledge that the transfer of Designated Assets to an Adult may trigger a taxable event against you and/or the Adult, including, but not limited to, the gift tax. You are responsible for all taxes and tax obligations of Authorized Trading Account Holders arising from Securities and Other Assets executed through an Authorized Trading Account. If you die before the Minor reaches the Age of Majority, you hereby grant any and all rights, titles, or interest in the Securities and Other Assets held in the Authorized Trading Account to the Minor. You hereby appoint and designate the Minor as your transfer-on-death beneficiary of the Securities and Other Assets in the Authorized Trading Account and authorize us to instruct Drivewealth to create this transfer on death designation on your Stock Account. If a Minor dies before they reach the Age of Majority, you may transition the Securities and Other Assets in the Authorized Trading Account to an individual DriveWealth account in your name. The Minor will only have access to the Authorized Trading Account for as long as both you and the Minor are Authorized Trading Account Holders (i.e., if you die or remove the Minor, the Minor’s authorization to access the account is revoked). We and/or DriveWealth may place limits or other restrictions on transactions of Securities and Other Assets placed through an Authorized Trading Account at their discretion. We reserve the right, but are not obligated, to: (a) suspend or restrict trading or disbursement on an Authorized Trading Account; (b) close the Authorized Trading Account, or terminate any Authorized Trading Account feature, at any time and for any reason, with or without prior notice to you or the Minor.
You understand and acknowledge that all notices and communication with you regarding your Stock Account, documents, tax forms, and disclosures (together, the “Communications”), will be delivered electronically either through the Securities Platform or via an email sent by us on behalf of DriveWealth or applicable third party, to the email address associated with your Account. To ensure that you receive all of our electronic Communications, you agree to keep your email address up-to-date and immediately notify us through the Securities Platform if there are any changes. Delivery of any Communication to the email address associated with your Account is considered valid. If any email Communication is returned as undeliverable, we retain the right to block your access to your Account until you provide and confirm a new and valid email address.
9. DriveWealth Right to Offset
You understand and acknowledge that if your failure to provide sufficient funds to complete an order results in an amount due and owing by you to DriveWealth (a “Negative Balance”), DriveWealth shall have the right to offset any such Negative Balance, including any accrued interest and consequential losses, by transferring funds from your Step Account to DriveWealth. You hereby authorize us to instruct our Bank Partner to transfer funds that are or become available in your Step Account to DriveWealth to offset any such Negative Balance. You understand, however, that DriveWealth's right to offset any Negative Balance is subordinate and secondary to Bank Partner's primary offset and/or security rights in the Step Account and we will instruct Bank Partner to transfer any Negative Balance funds from your Step Account only after Bank Partner's offset and security claims are first satisfied in full.
10. Bank Partner Right of Offset
You understand and acknowledge that your failure to keep your Step Account in good standing (by failing to make any required payment, defaulting on the terms of the account, or otherwise) may result in an amount due and owing by you to our Bank Partner (a “Past Due Amount”). You hereby authorize us to instruct DriveWealth to liquidate Securities and Other Assets that are or become available in your Stock Account and to transfer funds from the liquidation to Bank Partner to offset any such Past Due Amount. You authorize us to instruct DW to liquidate your Securities and Other Assets on a first in first out basis as needed to offset such Past Due Amount.
11. Step Right to Offset
You understand and acknowledge that your failure to keep your Step Account in good standing (by failing to make any required payment, defaulting on the terms of the account, or otherwise) may result in a negative balance. You hereby authorize us to instruct DriveWealth to liquidate Securities and Other Assets that are or become available in your Stock Account and to transfer funds from the liquidation to Bank Partner to offset any such negative balance. You authorize us to instruct DW to liquidate your Securities and Other Assets on a first in first out basis as needed to offset such negative balance.
Step uses commercially reasonable efforts to provide access to the Securities Platform in a reliable and secure manner. From time to time, interruptions, errors, delays, or other deficiencies in providing access to the Securities Platform may occur due to a variety of factors, some of which are outside of Step’s control, and some which may require or result in scheduled maintenance or unscheduled downtime of the Securities Platform (collectively, “Downtime”). You understand and acknowledge that part or all of the Securities Platform may be unavailable during any such period of Downtime, and you acknowledge that Step is not liable or responsible to you for any inconvenience or losses to you as a result of Downtime. Following Downtime, you further understand and acknowledge that the prevailing market prices of Securities and Other Assets may differ significantly from the prices prior to such Downtime.
In addition to the indemnification provision contained in the our Terms, incorporated herein by reference, you hereby, in both personal and representative capacities, agree to hold harmless, defend, and indemnify Step and its officers, directors, employees, agents, affiliates, and Bank Partner and their respective officers, directors, employees, agents, and representatives (collectively, the “Indemnified Persons”) from any and all liabilities, losses, costs, judgments, penalties, claims, actions, damages, expenses, and attorney’s fees and disbursements (collectively, “Losses”) resulting or arising directly or indirectly from your use of the Securities Platform, including, but not limited to: (i) the failure of you or your officers, directors, employees, agents, and affiliates for any reason, fraudulent or otherwise, to perform or comply with any obligation, agreement or covenant under the DriveWealth User Agreement, this Securities Platform Agreement, the Services, your use of the Services, the Securities Platform, or any other services provided in connection with your Stock Account, the Securities Platform or your use of the Securities Platform; (ii) a breach by you or any of your officers, directors, employees, agents, and affiliates of any representation or warranty made by you under the DriveWealth User Agreement and this Securities Platform Agreement or your provision of any inaccurate or incomplete information to any of the Indemnified Parties for any reason; (iii) any negligent, dishonest, fraudulent, or criminal act or omission by you or any of your officers, directors, employees, agents, and affiliates in connection with this Securities Platform Agreement, the Services, any other services provided in connection with your Stock Account or the Securities Platform; and (iv) any failure by you or any of your officers, directors, employees, agents, and affiliates to comply with any laws, rules or regulations applicable to you or them. Notwithstanding the foregoing, any Indemnified Person shall not be entitled under this paragraph to receive indemnification for that portion, if any, of any liabilities and costs which are solely caused by its own individual gross negligence, willful misconduct or fraud, as determined by arbitration in accordance with the arbitration provision contained in our Step Terms of Service, incorporated herein by reference.