Terms of Use

IMPORTANT NOTICE. PLEASE READ BEFORE USING THE SERVICES

THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER IN SECTION 17. BY ACCEPTING THESE TERMS, YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN ANY CLASS OR REPRESENTATIVE ACTION. PLEASE REVIEW SECTION 17 CAREFULLY BEFORE ACCESSING THE SERVICES.

PIVEX PLATFORM US IS A SIMULATION-ONLY, SKILL-BASED EVALUATION SERVICE. NO REAL TRADING OCCURS. NO REAL MONEY IS PLACED AT MARKET RISK. THE PLATFORM IS NOT REGULATED BY THE CFTC, NFA, SEC, FINRA, OR ANY FINANCIAL REGULATORY AUTHORITY.

INTRO

We are ALTEXX DIGITAL CORP, a corporation incorporated under the laws of the State of Delaware, United States of America, with its registered office at 3500 S. Dupont Hwy., Dover, DE 19901 ("we," "us," "our," or the "Company"). We operate the Pivex Platform US (the "Platform") under license from Vitioria Limited, the global owner and developer of the Pivex technology and intellectual property.

Our mission is to provide traders with a rigorous, simulation-based environment for developing and evaluating trading skills. The Platform enables users to participate in structured, simulated trading challenges using virtual funds in a demo environment that mirrors real-time market data without any actual financial market participation.

These Terms of Use (the "Terms" or "Agreement") govern your access to and use of the Platform, the Pivex Challenge, and all related services accessible through www.pivex.com (the "Website"). These Terms, together with our Privacy Policy, constitute the entire agreement between you and the Company.

BY REGISTERING FOR, ACCESSING, OR USING THE PLATFORM OR ANY SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THE PLATFORM.

1. NATURE OF SERVICE (SIMULATION ONLY)

1.1 Simulation Environment

The Platform provides a simulation-based trader evaluation and skill-assessment service. All trading activity conducted through the Platform takes place exclusively in a virtual, simulated environment ("Simulated Trading"). Under no circumstances does the Platform facilitate, execute, or intermediate any actual trading in real financial markets.

1.2 User Acknowledgments

By using the Platform, you expressly acknowledge and agree that:

• (a) All trading activity on the Platform is purely simulated and is not conducted in real financial markets;
• (b) The notional capital displayed in your simulated account at any point is entirely fictitious and virtual, does not represent any deposit of funds, does not constitute real money, and has no monetary value;
• (c) You hold no ownership, proprietary, or beneficial interest in any simulated funds allocated to your account;
• (d) No real financial instruments, futures contracts, contracts for difference, foreign exchange positions, or other derivatives are created, executed, or settled in connection with your use of the Platform;
• (e) Real-time and historical market data is used solely to reproduce market conditions within the simulation environment and does not constitute an offer or invitation to transact in any financial instrument;
• (f) Any Performance Reward (as defined in Section 13) that may become payable to you is a contractual incentive payment funded exclusively from the Company's own operating revenues, and does not represent trading profits, investment returns, profit sharing, or any distribution derived from real market activity; and
• (g) Past simulated performance results do not predict, guarantee, or indicate future results in any simulated or real trading context.

1.3 CFTC Hypothetical Performance Disclaimer

CFTC RULE 4.41 — HYPOTHETICAL OR SIMULATED PERFORMANCE RESULTS HAVE CERTAIN INHERENT LIMITATIONS. UNLIKE AN ACTUAL PERFORMANCE RECORD, SIMULATED RESULTS DO NOT REPRESENT ACTUAL TRADING. ALSO, SINCE THE TRADES HAVE NOT ACTUALLY BEEN EXECUTED, THE RESULTS MAY HAVE UNDER-COMPENSATED OR OVER-COMPENSATED FOR THE IMPACT, IF ANY, OF CERTAIN MARKET FACTORS, SUCH AS LACK OF LIQUIDITY. SIMULATED TRADING PROGRAMS IN GENERAL ARE ALSO SUBJECT TO THE FACT THAT THEY ARE DESIGNED WITH THE BENEFIT OF HINDSIGHT. NO REPRESENTATION IS BEING MADE THAT ANY ACCOUNT WILL OR IS LIKELY TO ACHIEVE RESULTS SIMILAR TO THOSE SHOWN.

2. SERVICES ARE NOT REGULATED FINANCIAL SERVICES

2.1 No Financial Regulation

None of the Services are subject to laws or regulations governing the financial services sector in the United States. The Company is not registered with, licensed by, or regulated by the Commodity Futures Trading Commission ("CFTC"), the National Futures Association ("NFA"), the Securities and Exchange Commission ("SEC"), the Financial Industry Regulatory Authority ("FINRA"), or any other federal or state financial regulatory authority. As a result, you will not receive the regulatory protections afforded to customers of licensed financial services providers.

2.2 No Investment Advice

None of the Services constitute financial, investment, legal, or tax advice, or a recommendation to buy, sell, or hold any financial product, security, commodity, virtual asset, or simulated instrument. No employee, contractor, officer, or representative of the Company is authorized to provide investment advice or recommendations. Any such statement is expressly disclaimed.

2.3 No Trading Guidance

The Company does not provide guidance or direction regarding how you should conduct Simulated Trading, except as set forth in the Prohibited Trading Practices list. The Company does not accept trading instructions from users.

2.4 Independent Advice

You should seek independent financial, legal, and tax advice appropriate to your individual circumstances before using the Services.

3. ELIGIBILITY

3.1 Age of Majority

You are eligible to access and use the Services only if you have attained the minimum age of legal majority in your jurisdiction of residence. You represent and warrant that:

• (a) If you reside in a state, territory, or possession of the United States in which the age of majority is eighteen (18) years, you are at least eighteen (18) years of age;
• (b) If you reside in a jurisdiction in which the age of majority exceeds eighteen (18) years, you have attained such higher age; and
• (c) You have independently verified the applicable age of majority for your specific jurisdiction of residence and confirm that you satisfy this requirement.

The Company does not knowingly permit access to the Services by any individual who has not attained the applicable age of majority. If the Company discovers that you have misrepresented your age, it reserves the right to immediately terminate your Account without refund.

3.2 Residency and Legal Requirements

You are only eligible to access the Services if:

• (a) You are a legal resident of the United States of America, including its territories and possessions, except for any jurisdictions expressly listed as excluded on the Website from time to time;
• (b) You are not subject to applicable international sanctions, including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") or any applicable federal or state sanctions program;
• (c) You do not have a criminal record related to financial crime, fraud, money laundering, or terrorism financing;
• (d) You have not been disciplined, sanctioned, or barred by the CFTC, NFA, SEC, FINRA, or any other financial regulatory authority; and
• (e) You satisfy the know-your-customer, identity verification, and any other eligibility requirements established by the Company from time to time.

3.3 Ongoing Representations

By accessing or using the Services, you represent and warrant on an ongoing basis that you satisfy all eligibility requirements in this Section 3. If you cease to satisfy any requirement at any time, you must immediately cease using the Services and notify the Company. The Company reserves the right to verify your eligibility at any time and to suspend or terminate your Account if eligibility is not confirmed.

4. ACCOUNT REGISTRATION AND SECURITY

4.1 Registration

To access the Services, you must register and create an account on the Website ("Account"). During registration, you must provide complete, accurate, truthful, and current information. You represent that all data provided to the Company is and shall remain accurate and up to date. The Company is under no obligation to verify the accuracy of information you provide.

4.2 Credentials

You are solely responsible for maintaining the confidentiality of your login credentials and for all activities conducted through your Account. You must not share your credentials with any third party. You agree to notify the Company immediately of any unauthorized access to or use of your Account.

4.3 Personal Use Only

Your Account is strictly personal to you. Only you may access the Services and conduct Simulated Trading through your Account. You may not: (a) permit any third party to access or use your Account; (b) conduct Simulated Trading on behalf of any other person; or (c) provide account management services to third parties using the Platform.

4.4 One Account Per User

You may maintain only one active Account at any time, unless the Company expressly grants an exception in writing. The Company reserves the right to limit the total number of active Challenges or aggregate notional simulated balance accessible by a single user or group of affiliated users.

5. THE PIVEX CHALLENGE (DESCRIPTION OF SERVICES)

5.1 Overview

The Company offers a skill-based trader evaluation program (each instance of which is a "Challenge") in which you conduct Simulated Trading in a virtual account under predefined performance and risk management criteria. The Challenge is designed to assess your analytical ability, risk management discipline, and trading consistency in a simulation environment.

5.2 Challenge Stages

The Challenge consists of the following stages, subject to the specific parameters described in the Terms below:

• (a) Trading Challenge Stage: You conduct Simulated Trading and must satisfy all applicable Trading Conditions within the specified parameters, including profit targets, maximum drawdown limits, minimum trading days, and consistency requirements. Passing the Trading Challenge is a prerequisite to progressing to the Pivex Trader Stage.
• (b) Pivex Trader Stage: Upon successfully completing the Trading Challenge and passing all required verification procedures, you may enter into a separate Trader Agreement and access a further simulated account. Eligibility for a Performance Reward may arise at this stage, subject to the conditions in Section 13 and the applicable Trader Agreement.

5.3 Challenge Activation

You must activate your Challenge by placing your first simulated trade within thirty (30) calendar days of the date the Challenge is made available to you. Failure to activate within this period will result in suspension of your access. You may request renewal of suspended access within six (6) months of initial suspension; thereafter, the Agreement will terminate without refund.

5.4 Modifications to Services

The Company reserves the right to modify, update, replace, or discontinue any element of the Services at any time, including Challenge parameters for future Challenges, without liability. Material changes affecting active Challenges will be communicated with reasonable prior notice.

6. REGISTRATION FEES AND PAYMENT TERMS

6.1 Registration Fee

Access to a Challenge requires payment of a one-time Registration Fee (the "Fee"), the amount of which varies based on the selected simulated notional balance, Challenge type, and any applicable options, as set forth on the Website at the time of purchase. The Fee is consideration for access to the simulation-based evaluation service described herein. The Registration Fee is not a deposit, investment, or contribution of capital.

6.2 Payment

All Fees are stated and payable in U.S. dollars. The Company accepts payment via the methods listed on the Website at the time of purchase. Payment is deemed received when the full amount is credited to the Company's account. You are responsible for any charges imposed by your bank or payment service provider.

6.3 Taxes on Fees

All Fees are inclusive of applicable sales taxes that the Company is legally required to collect under applicable U.S. state and local laws. You are solely responsible for determining and satisfying your own income, capital gains, self-employment, and other tax obligations arising from your use of the Platform. The Company bears no responsibility for your personal tax liabilities.

6.4 No Refunds

All Fees are non-refundable once paid, except as expressly required by applicable law. You will not be entitled to a refund in any of the following circumstances:

• (a) You fail to satisfy the Trading Conditions of the Challenge;
• (b) You voluntarily cancel or terminate your Account;
• (c) You fail to activate the Challenge within the required period;
• (d) Your Account is terminated due to your breach of these Terms or engagement in Prohibited Trading Practices; or
• (e) You elect to cease using the Services at any time after Fee payment.

7. CHALLENGE RULES AND TRADING CONDITIONS

7.1 Trading Conditions

To successfully complete each stage of the Challenge, you must satisfy all Trading Conditions applicable to your selected Challenge type, as published on the Website. Trading Conditions include, without limitation:

Daily Drawdown: You must not exceed the specified daily loss percentage of the initial equity size, inclusive of additional transactional fees (commissions, swaps, etc.):

Trading Challenge Stage: 4%

Pivex Trader Stage: 4%

Lowest Allowed Equity size: Your equity balance must not drop by more than specified percentage of the initial size, inclusive of additional transactional fees (commissions, swaps, etc.):

Trading Challenge Stage: 6%

Pivex Trader Stage: 6%

Minimum Trading Days Requirement: You must trade for a minimum number of days:

Trading Challenge Stage: 5 days

Pivex Trader Stage: 5 days

Objective: You must be in total profit from all simulated trades amounting to the following percentage of the initial simulated balance:

Trading Challenge Stage: 10%

Pivex Trader Stage: N/A

Review cycle: After entry into the Pivex Trader Stage, you may request a performance review every 14 days to assess trading behavior and compliance with evaluation rules.

Consistency rule: Your highest single trade cannot account for more than 50% of your total profit:

Trading Challenge Stage: 50%

Pivex Trader Stage: 50%

Upscaling: Upon achieving a simulated net return of 15% on your account, you become eligible for a 30% increase in simulated balance. The scaling process may be repeated provided that you maintain consistent performance until you reach a maximum simulated balance amount of $1,000,000.

Inactivity: The account can not be inactive for more than 30 calendar days, irrespective of what stage the user is. Inactive means no trades have been executed on the account.

Add-ons during the Trading Challenge Stage and Pivex Trader Stage may modify the trading conditions in this section.

Violations of the restrictions mentioned in this section will result in the immediate closure of positions on the Platform, and your account may be banned. In such an event, the Company reserves the right to terminate this Agreement.

8. PROHIBITED TRADING PRACTICES

8.1 General Prohibition

You must not engage in any Prohibited Trading Practices while using the Platform. Such practices undermine the integrity of the simulation and the validity of the skill-assessment process. Violation of this Section constitutes a material breach of these Terms.

8.2 List of Prohibited Trading Practices

• (a) Latency Arbitrage: Exploiting delays between the Platform's price feed and other data sources to generate artificial simulated results.
• (b) Hedge Arbitrage: Simultaneously holding opposing positions across accounts or platforms, including accounts held with other firms, to circumvent drawdown rules.
• (c) High-Frequency Strategies: Engaging in excessively rapid automated order placement inconsistent with genuine market strategies.
• (d) Grid Trading: Placing systematic buy and sell orders at fixed intervals for the purpose of inflating performance metrics rather than genuine market engagement.
• (e) Position Stacking: Opening multiple overlapping or near-simultaneous positions in the same instrument in a manner inconsistent with genuine market analysis.
• (f) Copy Trading and Third-Party Access: Using automated copy-trading services, delegating access to your Account to any third party, or using Expert Advisors or algorithmic tools not expressly authorized by the Company.
• (g) Impulsive or Reckless Trading: Conducting Simulated Trading in a manner inconsistent with disciplined, skill-based evaluation, including outsized position sizing designed to exploit rule boundaries rather than reflect genuine market strategy.
• (h) News Event Exploitation: Systematically entering and exiting positions immediately before or after scheduled high-impact macroeconomic announcements in a manner designed to exploit data-feed processing rather than genuine market analysis.
• (i) Platform Manipulation: Intentionally exploiting technical errors, pricing anomalies, bugs, or data feed deficiencies to generate artificial simulated results.
• (j) Coordinated Account Activity: Coordinating trading activity across multiple accounts — whether your own or those of affiliated persons — to achieve outcomes not achievable through individual account trading.
• (k) Overtrading: Excessively entering and exiting positions without a discernible strategic basis, in a volume materially inconsistent with your established trading pattern.

8.3 Company Discretion

The Company reserves the right, acting reasonably, to determine whether specific trades, strategies, behaviors, or patterns constitute Prohibited Trading Practices, including conduct not expressly listed in Section 8.2 that is inconsistent with the purpose of the Platform as a genuine skill-based evaluation service. The Company will endeavor to notify you of any determination but is not required to do so prior to taking action.

8.4 Consequences

If the Company determines, acting reasonably, that you have engaged in Prohibited Trading Practices, the Company may, at its sole discretion:

• (a) Deem the applicable Challenge stage unsuccessful and terminate access without refund;
• (b) Cancel, reverse, or reclassify affected simulated trades from your performance record;
• (c) Modify account parameters including leverage and position size limits;
• (d) Terminate your Account and all associated Agreements with immediate effect; and/or
• (e) Permanently prohibit you from accessing the Platform.

The Company encourages you to review the FAQ section available on the Website prior to commencing a Challenge.

9. IDENTITY VERIFICATION AND AML COMPLIANCE

9.1 KYC Requirements

The Company may require you to complete identity verification and customer due diligence procedures ("KYC") at any time, including as a condition of accessing the Pivex Trader Stage or receiving any Performance Reward. KYC procedures may include submission of a government-issued identification document, proof of address, and any other documentation the Company reasonably requires.

9.2 AML Compliance

The Company maintains anti-money laundering and counter-terrorism financing ("AML/CTF") compliance procedures in accordance with applicable U.S. law. You agree to cooperate fully with all verification procedures and to provide true, complete, and accurate information. The Company may immediately terminate your Account upon discovering that any information you provided is false, incomplete, or misleading.

9.3 Ongoing Re-verification

The Company may conduct periodic re-verification of your identity and may request updated documentation at any time. You agree to promptly provide any information reasonably requested by the Company.

10. DATA PROTECTION AND PRIVACY

10.1 Privacy Policy

The collection, use, storage, and transfer of your personal data is governed by the Company's Privacy Policy, incorporated herein by reference and available at the Website. By using the Services, you consent to the data practices described in the Privacy Policy.

10.2 Simulated Trading Data

You acknowledge that the Company has access to all data generated by your Simulated Trading activity on the Platform. You consent to the Company's use of such data, in anonymized form, for internal analytics, platform improvement, risk modeling, and other legitimate business purposes. You agree that you have no entitlement to any compensation in connection with the Company's use of anonymized trading data.

10.3 California and State Privacy Rights

If you are a California resident, you may have additional rights under the California Consumer Privacy Act ("CCPA") and the California Privacy Rights Act ("CPRA"), including rights to know, delete, correct, and opt-out of certain uses of your personal information. Other states may provide analogous rights. Please refer to the Privacy Policy or contact the Company at privacy@pivex.com for further information.

11. INTELLECTUAL PROPERTY

All content, software, trademarks, logos, trade names, and other intellectual property available through the Platform ("Content") is owned by or licensed to the Company and is protected by applicable copyright, trademark, and other intellectual property laws. The Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Content solely for your personal use of the Services in accordance with these Terms. You may not reproduce, distribute, modify, or create derivative works of any Content without the Company's prior written consent.

You agree not to: (a) reverse-engineer, decompile, or disassemble any software underlying the Platform; (b) use automated tools to scrape or harvest data from the Platform; (c) circumvent technical access controls; or (d) use the Platform or Content for competitive intelligence or benchmarking purposes without the Company's prior written consent.

12. THIRD-PARTY SERVICES AND EXTERNAL LINKS

The Platform may integrate with or provide access to third-party software, platforms, and services, including trading platform providers ("Third-Party Services"). Third-Party Services are governed by their own terms and conditions. The Company makes no representations regarding the availability, accuracy, or suitability of any Third-Party Service and accepts no liability for any harm or loss arising from your use of Third-Party Services.

Some content, products, or services available via the Company’s Website or Platform may include material from third parties. The Website may contain links to external websites that are not affiliated with us. We do not review or guarantee the accuracy of third-party content and accept no responsibility or liability for such websites, materials, products, or services.

We will not be liable for any harm or damages resulting from your use of or transactions with third-party websites, including purchases of goods, use of services, or reliance on external content. You are responsible for reviewing the relevant third-party policies and terms before proceeding with any transaction. All inquiries, claims, or issues concerning third-party products should be directed to the respective provider.

13. PERFORMANCE REWARDS

13.1 Nature of Performance Rewards

Upon successfully completing the Trading Challenge and satisfying all applicable conditions, you may become eligible to enter into a separate Trader Agreement with the Company. The Trader Agreement governs the specific terms under which you may request a Performance Reward in connection with your Simulated Trading activity in the Pivex Trader Stage.

Performance Rewards are contractual incentive payments funded exclusively from the Company's own operating revenues. Performance Rewards do not constitute, and must not be characterized as: trading profits, investment returns, profit-sharing distributions, wages, salary, employment income, or any distribution derived from real financial market activity. The Company's obligation to pay a Performance Reward arises solely from the executed Trader Agreement.

13.2 Conditions Precedent to Payment

No Performance Reward shall be due or payable unless and until all of the following conditions are satisfied:

• (a) You have entered into an executed Trader Agreement with the Company;
• (b) You have satisfied all applicable simulated performance criteria as specified;
• (c) You have successfully completed all required KYC verification procedures;
• (d) You have provided all required tax documentation as set forth in Section 14 of these Terms; and
• (e) You are not in breach of these Terms or the Trader Agreement at the time the Performance Reward is requested.

13.3 No Guarantee of Reward Eligibility

Successful completion of the Trading Challenge does not guarantee eligibility for any Performance Reward. The Company does not represent or warrant that any level of simulated performance will result in Performance Reward eligibility or that any specific reward amount will become payable.

13.4 Risk and Pass Rate Disclosure

YOU ACKNOWLEDGE THAT A SUBSTANTIAL PROPORTION OF CHALLENGE PARTICIPANTS DO NOT SATISFY ALL TRADING CONDITIONS AND DO NOT BECOME ELIGIBLE FOR PERFORMANCE REWARDS. THE REGISTRATION FEE IS NON-REFUNDABLE REGARDLESS OF OUTCOME. PAST SIMULATED PERFORMANCE OF ANY PARTICIPANT OR ACCOUNT IS NOT INDICATIVE OF FUTURE RESULTS.

14. TAX COMPLIANCE AND DOCUMENTATION

14.1 User Tax Responsibility

You are solely responsible for determining, reporting, and satisfying all tax obligations arising from your use of the Platform and any Performance Rewards received, under applicable federal, state, and local law. The Company does not provide tax advice, and nothing in these Terms constitutes tax guidance. You are encouraged to consult a qualified tax professional.

14.2 Required Tax Documentation (IRS Form W-9)

Prior to the processing of any Performance Reward payment, the Company may require you to provide applicable tax documentation in order to comply with applicable U.S. tax reporting requirements. For U.S. residents and legal entities, this includes a completed, signed, and current IRS Form W-9 (Request for Taxpayer Identification Number and Certification). For non-U.S. persons, the applicable IRS Form W-8 series (or equivalent) may be required.

If your tax circumstances change in a manner that would invalidate previously submitted documentation, you must immediately notify the Company and provide updated forms prior to any further Performance Reward payment. The Company may suspend payment of any pending Performance Reward until valid and current documentation is received.

14.3 Backup Withholding

If you fail to provide a valid IRS Form W-9 prior to the processing of a Performance Reward payment, or if the IRS notifies the Company that you are subject to backup withholding, the Company is required by law to withhold a percentage of such payment at the applicable backup withholding rate and remit that amount to the IRS on your behalf. Such withheld amounts are not refundable by the Company.

14.4 IRS Information Reporting

The Company may be required by applicable U.S. law to file information returns with the IRS (including IRS Form 1099-NEC, Non-employee Compensation) in respect of Performance Reward payments made to you during a calendar year that equal or exceed applicable reporting thresholds. You consent to the Company's filing of such returns and acknowledge that you will receive a copy of any applicable tax form as required by law.

15. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

15.1 Disclaimer of Warranties

THE PLATFORM, SERVICES, AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE AVAILABLE WITHOUT INTERRUPTION, ERROR-FREE, OR FREE FROM HARMFUL CODE OR DEFECTS.

15.2 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.3 Aggregate Liability Cap

The Company's total aggregate liability to you for all claims arising under or related to these Terms or the Services shall not exceed the total amount of Registration Fees actually paid by you to the Company in the twelve (12) months immediately preceding the event giving rise to the claim.

15.4 Jurisdictional Variations

Some jurisdictions do not permit the exclusion or limitation of certain warranties or damages. To the extent prohibited by applicable law, the relevant limitation or exclusion shall apply to the maximum extent permitted.

16. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the Company and its directors, officers, employees, affiliates, agents, contractors, licensors, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• (a) Your use of the Platform or Services;
• (b) Your violation of these Terms or any applicable law or regulation;
• (c) Your violation of any third-party right, including intellectual property or privacy rights; or
• (d) Any fraud, material misrepresentation, or willful misconduct by you.

17. DISPUTE RESOLUTION, ARBITRATION AND CLASS ACTION WAIVER

17.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to attempt to resolve any dispute informally by contacting the Company at legal@pivex.com with a written description of the dispute and the relief sought. You and the Company agree to negotiate in good faith for a period of thirty (30) calendar days after receipt of the written notice. Completion of this informal process is a prerequisite to commencing arbitration.

17.2 Binding Arbitration

If the dispute is not resolved informally within thirty (30) days, any and all disputes, claims, or controversies arising out of or related to these Terms, the Services, or the relationship between you and the Company ("Dispute") — whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including disputes arising after termination of this Agreement — shall be resolved exclusively by binding arbitration.

The arbitration shall be administered by National Arbitration and Mediation ("NAM") in accordance with NAM's Comprehensive Dispute Resolution Rules and Procedures in effect at the time the Dispute is filed, as modified by this Agreement. Information about NAM is available at its website. The arbitration shall be conducted by a single neutral arbitrator, in English, and may be conducted remotely via videoconference. The arbitration shall take place in the State of Delaware, or at a mutually agreed remote location.

17.3 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION. YOU EXPRESSLY WAIVE YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND UNENFORCEABLE IN WHOLE OR IN PART, THE ARBITRATION AGREEMENT SHALL BE NULL AND VOID SOLELY WITH RESPECT TO SUCH CLAIM.

17.4 Jury Trial Waiver

YOU AND THE COMPANY EACH WAIVE THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING UNDER OR RELATED TO THESE TERMS OR THE SERVICES.

17.5 Arbitration Exceptions

Notwithstanding the foregoing, either party may seek: (a) individual relief in a small claims court for disputes within that court's jurisdiction; (b) injunctive or other equitable relief from a court of competent jurisdiction to prevent unauthorized use of intellectual property or to preserve the status quo pending arbitration; or (c) relief from a federal, state, or local government agency.

17.6 Pre-Arbitration Notice Requirements

The party initiating arbitration must send a written demand to the other party that includes: (i) the claimant's full name and contact information; (ii) Account identifier; (iii) a detailed description of the dispute and its factual basis; (iv) the specific relief sought and calculation of any claimed damages; and (v) a certification that the thirty (30) day informal resolution period has been completed. Notices to the Company must be sent by certified mail to 3500 S. Dupont Hwy., Dover, DE 19901 with a simultaneous copy to legal@pivex.com.

17.7 Arbitration Fees

NAM filing fees shall be governed by NAM's applicable fee schedule in effect at the time of filing. The Company will pay arbitration fees to the extent required under NAM's Consumer Fee Schedule. Each party shall bear its own legal costs and attorneys' fees, unless the arbitrator finds that a claim or defense was frivolous or brought for an improper purpose, in which case the arbitrator may award fees and costs to the prevailing party.

17.8 Limitation Period

Any Dispute must be submitted to arbitration within one (1) year of the date the events giving rise to the Dispute first occurred, to the fullest extent permitted by applicable law. Claims not filed within this period are permanently barred.

18. GOVERNING LAW AND JURISDICTION

These Terms and any non-contractual obligations arising out of or related to them shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any judicial proceedings not subject to arbitration under Section 17 shall be brought exclusively in the state or federal courts located in the State of Delaware. You hereby irrevocably consent to the personal jurisdiction and venue of such courts and waive any objection to such jurisdiction or venue.

19. TERM, SUSPENSION, AND TERMINATION

19.1 Term

These Terms are effective upon your first access to the Platform and remain in effect until terminated as provided herein.

19.2 Termination by You

You may terminate your Account at any time by written notice to support@pivex.com. Termination does not entitle you to any refund of previously paid Fees.

19.3 Termination or Suspension by the Company

The Company may terminate or suspend your Account and access to the Services with immediate effect, without prior notice or liability, upon the occurrence of any of the following:

• (a) Your breach of any provision of these Terms;
• (b) Your engagement in Prohibited Trading Practices;
• (c) Your failure to satisfy or maintain eligibility requirements under Section 3;
• (d) Account inactivity in excess of thirty (30) consecutive calendar days;
• (e) Discovery that information provided by you is false, inaccurate, or misleading;
• (f) The Company's determination, acting reasonably, that continued provision of Services would adversely affect its ability to comply with applicable law; or
• (g) The Company's reasonable determination that your conduct damages the Company's reputation or legitimate business interests.

19.4 Survival

The following Sections survive termination of these Terms: Sections 1, 10, 11, 13 (to the extent of any vested obligations), 14, 15, 16, 17, 18, and 21.

20. CHANGES TO THESE TERMS

The Company reserves the right to modify these Terms at any time. Changes that materially affect your rights or obligations ("Material Modifications") will be communicated to you by email to your registered address and/or by prominent notice on the Website, no less than thirty (30) days prior to the effective date of the change. Your continued use of the Platform after the effective date of a Material Modification constitutes your binding acceptance of the modified Terms. If you do not agree to a Material Modification, your sole recourse is to discontinue use of the Services and terminate your Account. Changes that do not materially affect your rights take effect immediately upon publication on the Website.

21. GENERAL PROVISIONS

21.1 Entire Agreement

These Terms, together with the Privacy Policy, and any executed Trader Agreement, constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings. In case of conflict between the main text of these Terms and any incorporated document, the main text shall prevail.

21.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

21.3 No Waiver

The Company's failure to enforce any provision of these Terms shall not constitute a waiver of its right to enforce that provision in the future. All waivers must be in writing signed by an authorized representative of the Company.

21.4 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without the Company's prior written consent. The Company may assign its rights and obligations under these Terms at any time upon written notice to you.

21.5 Force Majeure

The Company shall not be liable for any failure or delay in performance resulting from circumstances beyond its reasonable control, including government orders or actions, sanctions, cyberattacks, infrastructure failures, pandemics, or other events of force majeure.

21.6 Language

These Terms are written in English, which is the controlling language. Any translation is provided for convenience only. In the event of discrepancy, the English version prevails.

21.7 Electronic Communications

You consent to receive all communications from the Company electronically, including by email and through the Platform. Electronic communications satisfy any legal requirement that communications be in writing.

21.8 Equitable Relief

You acknowledge that breach of Sections 8, 9, or 11 of these Terms would cause the Company irreparable harm for which monetary damages would be inadequate, and that the Company is therefore entitled to seek injunctive or other equitable relief from any court of competent jurisdiction without posting bond or proving actual damages.

22. CONTACT INFORMATION

ALTEXX DIGITAL CORP

3500 S. Dupont Hwy., Dover, DE 19901

General Inquiries: support@pivex.com

Legal/Compliance: legal@pivex.com

Legal notices and arbitration demands must be sent by certified mail to the registered address above, with a simultaneous copy by email to legal@pivex.com. Notices are deemed received when actually delivered.