INTRODUCTION.

Scope. These Terms of Use (the “Terms”) govern the use of all websites and mobile applications linking to or posting these Terms (each a “Platform”) that are operated by Wing Financial, Inc. dba Wing (“Wing”,
“we”, or “us”), as well as the use of any of the various automated financial planning and investment advisory services that we provide, in whole or in part, through our Platform (collectively, the “Service”). These Terms
constitute a legally binding agreement between Wing and you. Please carefully read these Terms, including our Privacy Policy (www.wing.app/privacy) before you use the Services or access any of our Platform.

Updates To the Terms.These Terms may be updated or amended by us from time to time without notice toyou by our posting a revised version of the Terms in the footer of our website at www.wing.app. Any changes will be effective prospectively as of the date noted when the updated Terms are posted. It is your responsibility to periodically review these Terms in case of any such updates or amendments. If you do not agree to any updates or amendments, you must crease using the Service and our Platform.

NOTICE OF BINDING ARBITRATION AND CLASS ACTION WAIVER. TO THE FULLEST EXTENT PERMITTEDBY LAW, ANY DISPUTE OR CLAIM RELATED TO THESE TERMS, OR ARISING OUT OF YOURACCESS TO OR USE OF THE SERVICE OR ANY OF OUR PLATFORM, MUST BE RESOLVED BYARBITRATION ON AN INDIVIDUAL BASIS AND MAY NOT BE ARBITRATED OR OTHERWISEPURSUED AS A CLASS ACTION. PLEASE SEE SECTION 16 BELOW.

CONTENTAND LICENSES.

Content. Allinformation, data, materials, text, graphics, images, and other contentavailable through the Service and/or any of our Platform (collectively, the“Content”) are the property of Wing or that of our suppliers or licensors.Except as otherwise provided herein, you may not use, download, upload, copy, print, display, perform, reproduce, publish, modify, transmit, or distributeany of the Content for any public or commercial purpose without our expresswritten consent.

Conditional Licenses. We hereby grant you a personal, non-exclusive, non-transferable,non-sublicensable license to access and use any publicly available portion ofour Platform, and the Content available therein, solely for lawful purposes andsubject to your compliance with these Terms. If you set up an account bycompleting the registration process (see Section 5 below), we also hereby grantyou a personal, non-exclusive, non-transferable, non-sublicensable license toaccess and use the Service and our Platform, as well as all Content, solely forlawful purposes and subject to your compliance with these Terms. By accessingor using the Service or any of our Platform in any way, you acknowledge andagree to these Terms. If you do not agree with these Terms at any time, you maynot continue to use the Service or our Platform or Content.

MODIFICATIONS TO THE SERVICE OR OUR PLATFORM.

Modifications. We reservethe right to modify or discontinue the Service or our Platform, in whole or inpart, at any time without providing notice to you.

Errors. The Contentmay contain typographical errors or other errors, inaccuracies or deficiencies,and may not be complete, accurate or up to date. We reserve the right tocorrect any error, deficiency, omission or inaccuracy in any Content orotherwise on our Platform at any time, but we do not guarantee that any sucherrors, deficiencies, omissions, or inaccuracies will be corrected.

LINKED WEBSITES AND APPS.

Third-Party Sites. Our Platform may contain links to other websites or applications maintained bythird parties (each a “Third-Party Site”). If you visit any Third-Party Site,you may be subject to that Third-Party Site’s terms and conditions, privacypolicy or other policies, and any applicable local law, including anyobligations relating to security, copyright, defamation, decency, secrecy,privacy, or export laws related to access to or use of such Third-Party Siteand any content therein.

Content Of Third-Party Sites. All hyperlinks provided on our Platform to Third-PartySites are provided “AS IS”, and Wing does not necessarily agree with, edit, orsponsor the content on such websites. You acknowledge and agree that Wing shallnot be responsible for any content, products, services, advertising,information, availability or use of any information or other content offered onany Third-Party Site. In no event shall Wing be directly or indirectly liableto anyone for any losses or damages in connection with the creation or use ofany Third-Party Site or any information or content accessed through anyThird-Party Site.

Modifications. We reserve theright to add, modify, remove, or decline, without providing notice, anyfeatures or links to any Third-Party Site, from our Platform, or to introducedifferent features, functionality or links to different users of our Platform.

TERMSOF THE SERVICE.

Applicability.Theterms and conditions set forth in this Section 5 apply only to users of theService.

Registration. To use theService, you must set up an account (“Account”) by completing the registrationprocess on our Wing application (“Wing App”), which includes you entering intoall of the agreements listed in Section 6 below (each, a “Member Agreement”). Ifany provision of a Member Agreement conflicts with any provision of theseTerms, such Member Agreement shall control. To register to use the Service, youmust establish a login ID and password, and provide us with the informationrequested during the registration process, including without limitation: (a)information about you (such as your first and last name, email address, mailingaddress, telephone number, date of birth, social security number, country ofcitizenship, employer name, employment status, and job position), (b)information about your financial goals and investment preferences (such as yourfinancial profile and aspirations, risk tolerance, investment objectives andexperience, time horizon, liquidity needs, and the like), (c) information aboutyour banking relationships, including linking your various deposit, spending,debt, and investment accounts and (d) your payment information (if applicable).You agree to provide us with accurate and complete information requested in theregistration process, and to inform us of any updates to such information on anongoing basis to keep it accurate and complete. You agree to keep your login IDand password confidential and to not share such information with anybodyelse.  

Responsibility For Your Account. You are solely responsible for any authorized orunauthorized access to or use of your account by any person, and for all feesand charges incurred on or for the Services through your account. You agree tonotify us promptly (at support@wing.app) regarding anyunauthorized access to or use of your account. You further agree that you willremain liable for any fees and charges incurred for the Service through youraccount during any period before you notify us of any such unauthorized accessto or use of your account.

Artificial Intelligence. Wing’s Services incorporate advanced artificial intelligence (“AI”) and machine-learning technologies designed to enhance the delivery, efficiency, and personalization of financial planning, analysis, andadvisory recommendations within the Wing Platform. These technologies may beused to process Member-provided and third-party-aggregated data; to generateplanning insights, forecasts, recommendations, and explanations; to supportinteractive tools and scenario modeling; and to improve the overall functionality,responsiveness, and performance of the Services. You acknowledge and agree thatWing’s AI technologies operate using algorithms, models, simulations,multi-step reasoning, economic assumptions, and other computational methodsthat rely on the accuracy and completeness of the information you provide andmaintain within the Wing Platform. AI-generated outputs are inherentlydependent on such data, and may not always be error-free, current, complete, orfully reflective of your actual financial, tax, legal, or personalcircumstances. All AI-generated insights, recommendations, projections, andrelated outputs are provided solely on a non-discretionary basis for yourreview and consideration. You retain exclusive authority over all decisionsmade regarding your finances, investments, taxes, and other personal matters. AI-generatedrecommendations are investment advice provided by Wing, and Wing remainsresponsible for them under the Investment Advisers Act of 1940 and itsfiduciary duty to you. AI-generated recommendations are provided on anon-discretionary basis: Wing does not implement them unless you authorize theaction in the Platform, and you retain exclusive authority over decisionsregarding your finances. AI-generated outputs depend on the accuracy,completeness, and currency of the information you maintain in the Platform andon third-party data; they may contain errors, and hypothetical, predictive, ormodel-based outcomes are illustrations rather than promises of results. You areresponsible for keeping your information current and for actions you take outsidethe Platform. AI-generated outputs are informational tools intended tosupplement, not replace, professional judgment. AI-generated recommendations donot constitute legal, tax, accounting, or other professional advice. Wingstrongly encourages you to consult qualified financial, tax, legal, or otheradvisers before acting on any AI-generated recommendation, projection, oranalysis. Your AI-generated planning outcomes will only be as accurate andrelevant as the information you maintain within your Wing financial profile.Wing may introduce, modify, or discontinue AI features, including beta orexperimental features, at any time in its sole discretion.

INVESTMENT ADVISORY TERMS.

Wing is an investment adviser registered with the U.S. Securities and Exchange Commission and owes you a fiduciary duty under the Investment Advisers Act of 1940 when it provides investment advice to you through the Platform. Nothing in these Terms — including Sections 10 (Indemnity), 12 (Limitation of Liability),and this Section 6 — limits or waives any duty Wing owes you, or any right or remedy you have, under federal or state securities laws, and nothing in these Terms limits Wing’s liability to you for its own breach of fiduciary duty, negligence, willful misconduct, or violation of applicable law. If any provision of these Terms conflicts with this paragraph, this paragraph controls.

Wing offers the Services exclusively through the Platform. You agree to check the Platform regularly for communications from Wing, and agree to provide and update member information electronically through the Platform. Communications through the Platform may involve the electronic transmission to any email address you have provided to us of information that you may consider to be personal financial information, and you agree and consent to such transmission of such information.

Inorder to access the Service through your Account, you must enter into all ofthe following: (a) an Account Management Agreement with Wing, (b) a securitiesbrokerage agreement with Apex Clearing Corporation (“Apex”), an SEC registeredbroker-dealer that provides brokerage services to Wing, and (c) a custodyagreement with Apex Clearing Corporation, an SEC registered broker-dealer thatprovides custody, clearing, and settlement services for Apex and your account.These Member Agreements, along with these Terms, collectively govern your relationship with Wing with respect to the Service received through yourAccount.

You will use Apex’s application program interface and our mobile application toaccess the electronically stored copies of Member Agreements and otherdocuments and communications related to your Account. You do not object to andwill not challenge the enforceability or use of the electronically storiedcopies of the Member Agreement.

Beforeyou enter into these Terms and the Member Agreements, you agree to read thedisclosures regarding the Service described in the Wing Wrap Fee Programdisclosure involving discretionary investment advisory services sponsored byWing. You also agree to read the Member Agreements carefully before you agreeto them, as they have the same legal effect as signing a paper version of theseagreements. You understand that the Member Agreements may be modified, andagree to check the Platform for any such updates. By keeping and using yourAccount, you agree to all of the terms and conditions, as modified from time totime, of these Terms and the Member Agreement.

CONSENT TO ELECTRONIC DELIVERY.

By providing Wing with your email address, you agree to receive all requirednotices electronically to that email address. It is your responsibility toupdate or change the email address registered with Wing, as appropriate. If youbecome aware of any unauthorized use of your information, please contact Wing.Further, by registered with Wing you are aware and consent that electronicsignatures and electronic documents will be used instead of paper documents.You agree and are giving consent to electronic documents will be used insteadof paper documents. You agree and are giving consent to electronic delivery ofall communications which includes, but is not limited to, all current andfuture account statements, trade confirmations, notices, disclosures, regulatorycommunications (including prospectuses, proxy solicitations and privacynotices) and other information, documents, data and records regarding youraccount all services provided by Wing delivered or provided to you by Wing.Your consent will be effective immediately and will remain in effect untileither Wing or you revoke it. You understand that it may take up to three daysto process a revocation of consent to electronic communications and you mayreceive electronic notification in the interim. You may revoke or restrictconsent to electronic delivery of Wing communications at any time by notifyingWing. You have the right to request paper delivery of any communication thatthe law requires Wing to provide in paper form. If you revoke or restrictconsent to electronic delivery, Wing, at its discretion, may charge a servicefee for the delivery of communications that would otherwise be deliveredelectronically, restrict your account, or close your account and terminate accessto Wing.

USER LIMITATIONS AND PROHIBITED ACTIVITIES.

Limitations On Use.As a condition of accessing or using the Service or our Platform, you agree tofollow all these Terms and all applicable laws, rules and regulations, and toprovide us with only truthful, complete and accurate information.

Prohibited Activities. Asa condition of your access to or use of the Service or our Platform, youfurther agree not to do, or attempt to do, any of the following:

·       Impersonateanother person;

·       publish,distribute, modify, transmit, display or create derivative works from otherwiseexploit in any manner any of the Content;

·       send, email,transmit, or otherwise transfer to or through the Service or our Platforms anymaterial or information that may violate any rights of any third party,including any copyright, trademark, privacy, or other personal or proprietaryright;

·       send, email,transmit, or otherwise transfer to or through the Service or our Platform anymaterial or information that is potentially or actually unlawful, violent,graphic, obscene, deceptive, offensive, abusive, sexually explicit, harmful,dangerous or self-injurious, endangering to minors, threatening, or otherwiseobjectionable;

·       send, email,transmit, or otherwise transfer to or through the Service or our Platform anymaterial containing viruses or any other destructive material or data or codewhich may corrupt, interfere with, jeopardize, disrupt, disable, harm orotherwise impede in any manner the operation of any computer system, hardwareor software;

·       decompile,disassemble or otherwise reverse engineer or attempt to reconstruct or discoverany source code, underlying ideas, algorithms, file formats, programming of thesoftware associated with the Service or our Platform;

·       probe, scan orotherwise test the vulnerability of the Service or our Platform, or ourunderlying systems or network, or breach any security or authenticationmeasures or policies without proper authorization;

·       access theService or our Platform with any data extraction, mining, scraping or otherdata gathering tools, or otherwise collect or scape any Content from theService or our Platform without our written consent;

·       intercept ofaccess any information transmitted to or from Wing that is not intended to bereceived by you;

·       violate anyapplicable law, rule, or regulation; or

·       violate anypolicies, procedures, requirements associated with the Service or our Platformthat we disclose to you.

No License to Source Code. You acknowledge that your license to the Service and ourPlatform does not extend to any source code of any kind.

INTELLECTUAL PROPERTY RIGHTS.

Copyright. The Service,our Platform, and all Content are protected by copyright owned by Wing orlicensed from applicable copyright owners. You agree to not engage in the user,copying, or distribution of any of the Service, Platforms, or Content, otherthan as expressly permitted by these Terms or your Member Agreement. If youdownload or print a copy of any of the Content, you must retain all copyrightand other proprietary notices contained therein. Any reproduction,modification, creation of derivative work from or redistribution of the Serviceor our Platform is expressly prohibited.

Trademark. Alltrademarks, service marks, logos and trade names on the Service and ourPlatform, registered and unregistered, are proprietary to Wing or to otherapplicable parties. You may not reproduce, display or otherwise use any suchtrademarks, service marks, logos or trade names without the prior writtenconsent of Wing or the appropriate owner thereof. All design rights,compilation rights, and similar intellectual property rights in and to theService and our Platform, whether registered and unregistered, and relatedgoodwill are owned exclusively by and are proprietary to Wing and ourlicensors.

Restrictions. You shall notrent, lease, loan, sell, distribute or create derivative works of any of theService, our Platform, or Content. Any commercial use of the Service, ourPlatform, and/or the Content is strictly prohibited, except as allowed underthese Terms or your Member Agreement or otherwise approved in writing by Wing.

Reservation of Rights.All rights not expressly granted to you in these Terms, or your MemberAgreement are hereby reserved by Wing.

COPYRIGHT CLAIMS.

Ifyou believe any of the material on our Platform infringes a copyright owned or controlled by you, please notify us at support@wing.app. Pleaseinclude the following information with your notification: (a) an electronic orphysical signature of the person authorized to act on behalf of the owner ofthe copyright interest; (b) a description of the copyrighted work that youclaim has been infringed upon; (c) a description of whether the material thatyou claim is infringing is located on our Platform; (d) your address, telephonenumber, and email address; (e) a statement by you that you have a good faithbelief that the disputed use is not authorized by the copyright owner, itsagent or the law; and (f) a statement by you, made under the penalty ofperjury, that the above information in your notice is accurate and that you arethe copyright owner or authorized to act on the copyright owner’s behalf.

PRIVACY.

Wecollect information about you through our Platform. By using the Service or ourPlatform, you consent to the collection, processing and storage of yourpersonal information as described in our Privacy Policy (www.wing.app/privacy-policy). Our PrivacyPolicy is incorporated into and made a part of these Terms by this reference.

AUTOMATED CALLS, PRE-RECORDED VOICE MESSAGES, AND SMS/TEXT MESSAGING.

You may receive calls and/or SMS text messages from us about account-related news, alerts and promotional and marketing offers for products and services offeredby Wing and its Sub-Advisors, Partners and Affiliates. By using the Service orour Platform, you agree to receive such calls and text messages from Wing, andyou certify that the number you provided is correct and that you are authorizedto enroll the designated number to receive such calls and text messages. Youacknowledge and agree that the calls and text messages may be sent using anautomatic telephone dialing system, that pre-recorded voice messages may beused, and that standard message and data rates may apply. Consent to receive callsand text messages for promotional purposes is not required as a condition ofpurchase or use of the Services or Platform, and you may unsubscribe from suchcalls and text messages at any time as described below. The calls and textmessages may not be compatible with all phone models. Wing is not responsiblefor any delays upon sending or receiving text messages.

Tounsubscribe from receiving promotional text messages at any time reply STOP,END or QUIT to any text message you receive from Wing. You may unsubscribe fromreceiving promotional calls at any time by contacting us at support@wing.app.

Youconsent that following such a request to unsubscribe, you may receive on finaltext message from Wing confirming your request. Note that unsubscribing from promotionaland/or account related calls or texts will not prevent Wing from sending youtext messages or calling you for transactional, security, and/or authenticationpurposes.

INDEMNITY FROM YOU.

TOTHE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU ACKNOWLEDGE THAT YOU AREPERSONALLY RESPONSIBLE FOR YOUR ACTIONS WITH THE SERVICE AND OUR PLATFORM, ANDYOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS WING AND OUR SUB-ADVISORS,PARTNERS AND AFFILIATES, AS WELL AS OUR AND THEIR RESPECTIVE SUCCESSORS,ASSIGNS, DIRECTORS, OFFICERS, REPRESENTATIVES, AND EMPLOYEES, FROM AND AGAINSTANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS,PENALTIES, FEES, OR EXPENSES OR ANY KIND (INCLUDING, WITHOUT LIMITATION,ATTORNEYS’ FEES) THAT MAY BE INCURRED, DIRECTLY OR INDIRECTLY, IN CONNECTIONWITH YOUR ACCESS TO OR USE OF THE SERVICE, OUR PLATFORM, OR THE CONTENT, YOURVIOLATION OF ANY OF THESE TERMS, OR YOUR VIOLATION OF ANY THIRD PARTY RIGHTS. Notwithstanding anything to the contrary herein, your obligations in thisSection 10 do not apply to any claims, damages, obligations, losses,liabilities, costs, penalties, fees, or expenses of any kind to the extentarising from any act or omission of Wing or any of our affiliates.

LIMITATIONOF LIABILITY.

A.   Advisory Services and Non-Waivable Rights. Nothing in these Terms limits or waives any duty Wing owes you, or any right or remedy youhave, under the Investment Advisers Act of 1940 or any other federal or statesecurities law in connection with the investment advisory services Wingprovides, and nothing in these Terms limits Wing’s liability to you for its ownbreach of fiduciary duty, negligence, willful misconduct, or violation ofapplicable law. The remainder of this Section 12 applies only to thenon-advisory matters described in Section 12(b), and only to the extentpermitted by law.

B.   Non-Advisory Matters. TO THE EXTENT PERMITTED BY LAW ANDSUBJECT TO SECTION 12(a), WING WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL,INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES ARISING OUT OF:(1) THE AVAILABILITY, INTERRUPTION, OR TECHNICAL OPERATION OF THE PLATFORM ASSOFTWARE; (2) THIRD-PARTY SITES; (3) CONTENT THAT IS NOT INVESTMENT ADVICEPROVIDED TO YOU; OR (4) EVENTS BEYOND WING’S REASONABLE CONTROL.

C.   State Law. Some states do not allow theexclusion or limitation of certain damages, so some of the limitations inSection 12(b) may not apply to you.

D.   No Exclusive Remedy for Advisory Claims. Discontinuingyour use of the Service is not your exclusive remedy for any claim relating toinvestment advisory services or arising under federal or state securities laws.

FORUSE IN THE UNITED STATES ONLY.

TheService and our Platform are intended only for natural persons who are citizensor other lawful residents of the United States of America, including any of itsterritories or possessions (collectively, the “U.S.”), and who are located inthe U.S. We do not intend to and do not offer the Services outside the U.S. Wecontrol and operate the Service and our Platform from our offices in the U.S.,and all information in connection therewith is processed with the U.S. We donot represent that any material on our Platform is appropriate or available forus in locations other than the U.S. Those who choose to access our Platformfrom outside the U.S. do so voluntary and are responsible for compliance withtheir local laws.

TERMINATION.

Subjectto your Member Agreement (if you are a registered user), Wing may terminateyour access to or use of any of our Platform at any time in our solediscretion. Upon any such termination, you must destroy any Content obtainedfrom such Platform and all copies thereof. The provisions of these Terms whichcontemplate surviving, including the provisions concerning Site security,prohibited activities, copyrights, trademarks, user submissions, disclaimer,limitation of liability, indemnity, and jurisdictional issues, shall surviveany such termination.

THECOMPANY RESERVES THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE SITE,THE APPLICATION AND THEIR RESPECTIVE CONTENT OR ANY FEATURE OR PART THEREOF ATANY TIME. IF YOU DOWNLOAD THE APPLICATION OR ANY CONTENT FROM THIS SITE, YOU DOSO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANYDAMAGES TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTSFROM THE DOWNLOAD OF ANY SUCH CONTENT.

GOVERNING LAW.

Anyclaim, dispute or cause of action arising from these Terms, or any use of theService, our Platform, or any Content (“Dispute”) shall be governed andconstrued in accordance with the laws of the State of Delaware, withoutreference to any conflicts of law provisions therein.

DISPUTE RESOLUTION; CLASS ACTION WAIVER.

YOURAGREEMENT TO ARBITRATE YOUR CLAIMS, YOU SHOULD CAREFULLY REVIEW THIS SECTION16. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE TOGIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS EXCEPT FORMATTERS THAT YOU FILE IN SMALL CLAIMS COURT IN THE STATE OR MUNICIPALITY OFYOUR RESIDENCE WITHIN THE JURISDICTIONAL LIMITS OF THE SMALL CLAIMS COURT ANDAS LONG AS SUCH MATTER IS ONLY PENDING IN THAT COURT. YOUR RIGHTS WILL BEDETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TOA FAIR HEARING, BUT THE ARBITRATION PROCEDURES MAY BE SIMPLER AND MORE LIMITEDTHAN RULES APPLICABLE IN COURT. AN ARBITRATOR’S DECISION IS AS ENFORCEABLE ASANY COURT ORDER AND IS SUBJECT TO A VERY LIMITED REVIEW BY A COURT. YOUEXPRESSLY AGREE TO THIS SECTION 16 AS A CONDITION OF ACCESSING OR USING THESERVICE, OUR PLATFORM, OR ANY CONTENT.

Informal Dispute Procedures. For any Dispute you have with Wing or concerning theseTerms, you agree to first contact us at support@wing.app and to attemptto resolve such Dispute informally.

Arbitration. In theunlikely event that we are unable to resolve any Dispute you bring to ourattention after sixty (60) days, and for any Dispute we raise, you and Wingagree that, except where prohibited by law, all Disputes shall be resolvedindividually and exclusively by final and binding arbitration administered byJAMS, and conducted before a single arbitrator, all pursuant to the JAMSComprehensive Arbitration Rules and Procedures that are in effect at the timearbitration is initiated (the “JAMS Rules”). For more information on JAMS, theJAMS Rules, or the process for filing an arbitration claim, you may call JAMSat 800.352.5267 or visit the JAMS website at www.jamsadr.com.

No Class Actions or Class Wide Relief. You and Wing agree to the followingwith respect to the arbitration of any Dispute hereunder: (a) ANY CLAIM MUST BEBROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER INANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (b) THE ARBITRATOR MAY NOTCONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANYFORM OF A REPRESENTATIVE OR CLASS PROCEEDING AND MAY NOT AWARD CLASS-WIDERELIEF; (c) the arbitration will be held at a location in your hometown areaunless you and we both agree to another location or telephonic arbitration; (d)in the event that you are able to demonstrate that the costs of arbitrationwill be prohibitive as compared to the costs of litigation, we will pay as muchof your filing and hearing fees in connection with the arbitration as thearbitrator deems necessary to prevent the arbitration from beingcost-prohibitive as compared to the cost of litigation; (e) we reserve theright, in our sole discretion, to assume responsibility for any or all of thecosts of the arbitration; (f) the arbitrator will honor claims of privilege andprivacy recognized at law; (g) the arbitration will be confidential, andneither you nor we may disclose the existence, content, or results of anyarbitration, except as may be required by applicable law or for purposes ofenforcement of the arbitration award; (h) the arbitrator may award anyindividual relief or individual remedies that are expressly permitted by applicablelaw; and (i) each party will pay its own attorneys’ fees and expenses, unlessthere is a statutory provision that requires that prevailing party to be paidits fees and litigation expenses and the arbitrator awards such attorneys’ feesand expenses to the prevailing party, and, in such instance, the fees and costsawarded will be determined by the applicable law. ANY RIGHT TO A TRIAL BY JURY,WHETHER ON AN INDIVIDUAL OR A CLASS BASIS, IS HEREBY WAIVED.

Survival. The Section 16will survive termination of these Terms or your right to access or use theService or our Platform. With the exception of the subpart prohibitingarbitration on a class or collective basis, if any part of this arbitrationprovision is deemed to be invalid, unenforceable, or illegal, or otherwiseconflicts with the JAMS Rules, then the balance of this provision will remainin effect and will be construed in accordance with its terms as if the invalid,unenforceable, illegal, or conflicting part was not contained herein. If forany reason a claim proceeds in court rather than in arbitration, the Disputewill be exclusively brought in federal court if it has jurisdiction or, if itdoes not, in a state court located in the federal judicial district of your residence.

NOTICES.

No Joint Venture or Agency Relationship. You agree that your use of the Serviceor our Platform does not create any joint venture, partnership, employment oragency relationship between you and Wing.

No Implied Waiver. Any failure of Wing to exercise or enforce any rights orprovisions of these Terms shall not constitute a waiver of such right orprovision.

Headings. All headingsprovided in this Agreement are for convenience only and shall not affect theinterpretation of this Agreement.

Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred orassigned by you. Any assignment or transfer by you shall be null and void. Wing may assign these Terms without restriction. These Terms shall inure to the benefit of and be binding upon Wing’s successors and assigns.

Interpretation. If any provision of these Terms is found by a court of competent jurisdiction orarbitrator to be invalid or inapplicable, Wing and you nevertheless agree that the court or arbitrator should endeavor to give effect to our intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

Severability. If any term orprovision of these Terms is declared unlawful, void, or unenforceable for anyreason by any court or arbitrator in any jurisdiction, then such term or provisions will be deemed severable from the remaining terms or provisions in such jurisdiction and will not affect the validity and enforceability of such remaining terms or provisions in these Terms.

Entire Agreement. These Terms (including the Privacy Policy) constitute the entire agreement betweeny ou and Wing with respect to your access or use of the Service or our Platform, and supersede any prior agreements or understanding between you and Wing.

CONTACTINFORMATION.

If you have any questions about these Terms, our Privacy Policy, the Service, or our Platform, please contact us at support@wing.app.