Shoe Carnival, Inc. Common Stock

Shoe Carnival, Inc. engages in the retail of footwear products. The company is headquartered in Fort Mill, South Carolina and currently employs 2,500 full-time employees.  The company offers an assortment of dress, casual and athletic footwear for men, women and children with emphasis on national name brands. Its omnichannel bricks provide customers easy access to its range assortment of branded footwear for athletics, daily activities and special events via their choice of delivery channel. Its typical physical store carries shoes in two general categories: athletics and non-athletics with subcategories for men's, women's and children's, and a range of accessories. Its trademarks and service marks: Shoe Carnival and associated trade dress and related logos, Y-NOT?, UNR8ED, Solanz, Shoe Perks, SC Work Wear, Shoes 2U, Laces for Learning, Rogan’s Shoes, Shoe Station, Shoe Station Super Store, and Shoe Station Select. The company operates approximately 431 stores in 36 states and Puerto Rico under its Shoe Carnival, Shoe Station, and Rogan’s store and offers shopping at www.shoecarnival.com and www.shoestation.com.

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<table> <thead> <tr> <th>Fee Type</th> <th>Free</th> <th>Subscription 1</th> <th>Subscription 2</th> </tr> </thead> <tbody> <tr> <td>Subscription Price (Monthly Fee)</td> <td>$0</td> <td>$10</td> <td>$20</td> </tr> <tr> <td>Basic Trading</td> <td>$0</td> <td>$0</td> <td>$0</td> </tr> <tr> <td>Option Price per Contract</td> <td>$2</td> <td>$1</td> <td>$0.5</td> </tr> <tr> <td>Portfolio Management Fee (Tailored Portfolios)</td> <td>0.75%</td> <td>0.5%</td> <td>0.25%</td> </tr> <tr> <td>Withdrawal Fees</td> <td>$5</td> <td>$5</td> <td>$5</td> </tr> <tr> <td>Regulatory Fees</td> <td>Covered by the Platform</td> <td>Covered by the Platform</td> <td>Covered by the Platform</td> </tr> </tbody> </table>

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Definitions and Interpretation

<ol> <li>Notwithstanding any other provision of this Agreement, if your Account does not hold any active positions or investments for more than 120 days, CUSP may designate it as a dormant account. In such an event, CUSP may, upon written notice, require you to reactivate your account by engaging in investment activity or initiate the account closure process within 30 days. Failure to take the required action within the specified period may result in CUSP, at its sole discretion and without further notice, implementing appropriate measures, including but not limited to account closure or the imposition of administrative fees and: <oli> <li>Convert your assets into an alternative format at CUSP’s discretion. For the avoidance of doubt, CUSP shall not be liable for any loss of profit, tax obligations, or any other loss, damage, or expense resulting from such conversion;</li> <li>Transfer the dormant account, including any assets contained therein, to a third-party or an isolated account, where deemed necessary by CUSP. In such a case, you retain the right to reclaim your assets, subject to CUSP’s verification and Know Your Customer (KYC) requirements;</li> <li>Deduct a dormant account maintenance fee directly from the dormant account on a monthly basis to cover associated costs; and</li> <li>Permanently close the dormant account at any time. CUSP shall bear no liability for any loss, damage, or expense incurred as a result of such closure, except in cases of fraud or willful misconduct on the part of CUSP.</li> </oli> </li> <li>A dormant account that has been closed cannot be reactivated. If you wish to continue using CUSP’s services, you must register for a new Account.</li> </ol>

Dormant Accounts

<ol> <li>The applicable fees and charges for CUSP’s services will be detailed in the fee schedule to be provided to you, which shall form an integral part of this Agreement. CUSP reserves the right to modify the fees at any time without prior notice, unless otherwise required by applicable law or regulation. Any modifications to the fees shall take effect immediately upon publication in the updated fee schedule.</li> <li>Payment of fees shall commence upon the confirmation of all necessary regulatory approvals required for the provision of the agreed services.</li> <li>You acknowledge and agree that in the course of delivering services to you, CUSP may incur costs, fees, charges, and/or expenses from third parties, including but not limited to Regulated Third Party Providers. Any such costs, fees, charges, or expenses will be governed by the terms and conditions of the relevant third parties. You agree to bear full responsibility for any such costs, fees, or charges incurred.</li> <li>Certain features and services offered by CUSP may be accessed through a subscription model. The fees for subscription-based services will be clearly disclosed at the time of subscription, and such fees will be charged in accordance with the terms agreed upon during the subscription process.</li> <li>Unless explicitly stated otherwise, all subscriptions will automatically renew at the end of the initial term (and at the end of each subsequent renewal term) for the same duration and at the prevailing subscription fee. You are responsible for cancelling the subscription prior to its renewal date to avoid incurring charges for the subsequent period. Cancellation procedures will be outlined in the subscription terms and conditions.</li> <li>Any fees or other sums payable to CUSP or any Third Party Partner under these investment terms, including applicable VAT, may be withdrawn from the designated User Account. You irrevocably authorise the Custodian or intermediary to process such payments. All fees, including those related to subscription services and other charges under this Agreement, will be deducted directly from your User Account as they become due. By entering into this Agreement, you expressly consent to CUSP debiting your User Account for the applicable amounts.</li> <li>You agree that: <oli> <li>Fees and charges will be automatically deducted from your User Account without requiring further authorisation from you for each transaction.</li> <li>It is your responsibility to ensure that your User Account maintains sufficient funds to cover all applicable fees, subscriptions, and charges. Failure to maintain adequate funds may result in suspension or termination of the services provided under this Agreement.</li> <li>All deductions will be made in the specified currency as outlined in the Fees Schedule or as otherwise communicated to you.</li> </oli> </li> <li>In the event that a payment cannot be processed due to insufficient funds or any other issue, you agree to promptly fund your User Account and rectify the deficiency. CUSP reserves the right to charge interest on any overdue amounts at the rate specified in the Fees Schedule or, if not specified, at the maximum rate permitted by applicable law.</li> <li>By agreeing to this provision, you confirm your acceptance of these payment terms and authorise CUSP to deduct applicable fees and charges directly from your User Account.</li> </ol>

Fees and Payments

<ol> <li>CUSP shall not be liable for any failure or delay in the performance of its obligations under this Agreement arising from acts or circumstances beyond its reasonable control. Such acts or circumstances may include, but are not limited to, actions or regulations imposed by governmental bodies, regulatory authorities, or securities exchanges; refusal by a custodian or Third Party Provider to act on CUSP’s instructions; or the breakdown, failure, or malfunction of any telecommunications or computer services, excluding failures related to CUSP’s own systems.</li> <li>In the event of such failure or delay, CUSP shall bear no responsibility for any loss, depreciation in value of assets held in the Account, or any lost opportunity resulting from the inability to perform its obligations as outlined in this Agreement. You acknowledge and agree that CUSP shall have no liability arising from events or circumstances that constitute force majeure under this provision.</li> </ol>

Force Majeure

<p>These Terms and Conditions (the “Terms”) govern the provision of services by CUSP Limited (“CUSP”, “we”, “us”, “our”) to you (“you”, “Client”). The Terms define the core aspects of our relationship, including services such as arranging deals in investments and providing financial product advice.</p> <p>CUSP Limited, a company duly incorporated and existing under the laws of the Dubai International Financial Centre (“DIFC”), holds commercial license number 10863, with its registered office at Gate District 04, Level 06, Office 17, DIFC, Dubai, United Arab Emirates. CUSP Limited is authorised and regulated by the Dubai Financial Services Authority (“DFSA”) pursuant to a Category 4 License, inclusive of Retail Client and Islamic Endorsements.</p> <p>These Terms form a legally binding agreement (the “Agreement”) between you and CUSP, governed by the laws of the DIFC. Your continued use of the CUSP platform and services signifies your acceptance of these Terms. If you do not agree, you must discontinue use immediately.</p> <p>This Agreement constitutes a client agreement for the purposes of the DFSA and comes into effect when you indicate your acceptance by clicking the "Accept" button or similar action on the Platform/Mobile App.</p>

<ol> <li>This Agreement sets out the terms on which CUSP provides financial services to you. It becomes legally binding, and we will commence service provision upon receiving confirmation of your completed account opening process and satisfactory identification and anti-money laundering verification documentation.</li> <li>CUSP arranges deals in financial instruments and provides a streamlined advisory service to facilitate investment in recommended strategies, where applicable. We will collect relevant financial information, including your annual net income and liquid net wealth, to identify suitable investment strategies. However, we do not provide advice on existing investments, debt management, tax efficiency, or specific income needs. For broader financial advice, you may contact your assigned advisor or our financial advisory team.</li> <li>The terms of this Agreement, the adopted Investment Strategy, the Regulated Third Party terms and conditions, CUSP’s Privacy Policy, and any applicable Promotions (including Schedule 1) govern your use of our services.</li> <li>You acknowledge that investing carries inherent risks, including potential capital loss. CUSP makes no guarantees regarding investment performance, income generation, or the achievement of your investment or savings goals.</li> <li>CUSP does not provide taxation, administrative, legal, or accounting services or advice.</li> <li>This Agreement and all transactions are subject to applicable regulations. CUSP reserves the right to cancel, suspend, or restrict your account as required under DFSA Rules.</li> <li>We are committed to providing services with a level of care, diligence, and skill reasonably expected from a prudent financial advisor under similar circumstances.</li> <li>In the event of a conflict between this Agreement and applicable regulations, the latter shall prevail. This Agreement does not exclude or limit our regulatory obligations.</li> <li>CUSP may take any action necessary to ensure compliance with applicable regulations. Such actions are binding on you and do not render us, our directors, officers, or employees liable.</li> </ol>

General Information

<ol> <li>This Agreement shall be governed by, and construed in accordance with, the laws of the Dubai International Financial Centre (DIFC). Any disputes, claims, or controversies arising out of, relating to, or in connection with this Agreement, including its existence, validity, interpretation, performance, enforcement, or termination, shall be subject to the exclusive jurisdiction of the courts of the DIFC.</li> <li>By entering into this Agreement, you expressly consent to the jurisdiction of the DIFC Courts for the resolution of any such disputes, and waive any objection to proceedings being brought in these courts on the grounds of venue or forum non conveniens. This provision shall survive the termination or expiration of this Agreement.</li> </ol>

Governing Law

<ol> <li>Instructions may be submitted to CUSP via electronic communication, including but not limited to email, through your CUSP online account, or by scheduling a call using your CUSP dashboard. All written correspondence, including notices, should be directed to CUSP’s registered office at the address provided at the top of this Agreement and on our website. Complaints must be submitted in accordance with the procedures set forth in this Agreement.</li> <li>CUSP is entitled to act on any instructions that it reasonably believed to have originated from you or your authorised representative. You are solely responsible for safeguarding the security details associated with your Account and must not share them with any other party. If you have any reason to suspect that your security details have been or may be compromised, you must notify CUSP immediately.</li> <li>You acknowledge and agree that: <oli> <li>CUSP may delay acting on your instructions until it has satisfied itself, to its reasonable satisfaction, that the instructions originated from you or your authorised representative.</li> <li>CUSP will not be liable for any losses or missed opportunities resulting from delays associated with verifying the validity or accuracy of instructions, particularly if the instructions, in CUSP’s reasonable opinion, are unclear or incomplete.</li> </oli> </li> <li>CUSP shall not be liable for the suitability or advisability of any transactions executed at your instruction if: <oli> <li>CUSP has advised you that the transaction is not suitable or advisable for you; or</li> <li>CUSP is acting on an execution-only basis without providing advice or recommendations.</li> </oli> </li> <li>If CUSP recommends a course of action regarding your Account and you fail to follow the recommendation, CUSP shall not be responsible for the consequences of your inaction.</li> <li>CUSP reserves the right, at its sole discretion, to refuse to act on instructions from you or your authorised representative if: <oli> <li>There is reason to doubt the validity or authenticity of the instruction;</li> <li>The instruction cannot be executed on the CUSP platform; or</li> <li>The instruction is inconsistent with the Recommended Allocation or any other Investment Strategy agreed upon.</li> </oli> </li> <li>CUSP is under no obligation to engage with any third party to whom you have assigned, transferred, or otherwise encumbered funds, assets, or entitlements associated with your Account.</li> <li>Transaction statements, valuation reports, summary account reports, and any investment commentary that CUSP chooses to provide will be delivered electronically, either via email to the address you have provided or through your CUSP dashboard.</li> <li>You may request paper copies of any documents delivered electronically. CUSP reserves the right to charge a reasonable fee for providing paper copies.</li> <li>All communications between you and CUSP shall be conducted in English. By entering into this Agreement, you confirm that you can read, write, and understand the English language. If you are uncertain about the meaning of any clause or documents provided by CUSP, you are advised to seek independent legal or professional advice.</li> <li>You hereby authorise CUSP and its affiliates to record any telephone conversations, chats or electronic communications conducted between you and us or our personnel and to retain such recordings for as long as deemed necessary. Such recordings may be used by us in any manner we consider appropriate, including but not limited to verifying instructions, ensuring compliance with this Agreement, or for evidentiary purposes in any legal, regulatory, or dispute resolution proceedings.</li> <li>You acknowledge and agree that these recordings shall be admissible as evidence in legal proceedings and shall have the same probative value as a written original document. You further waive any right to challenge or dispute the admissibility, reliability, accuracy, or authenticity of the contents of such recordings.</li> <li>The recordings made by CUSP shall constitute conclusive evidence of the communications between the parties and shall be binding upon you.</li> <li>By agreeing to these Terms and Conditions, you expressly consent to receive communications from CUSP, including but not limited to one-time passwords (OTPs), account notifications, service updates, transaction alerts, security verifications, and marketing materials, via electronic means, which may include email and Short Message Service (SMS) to the mobile number you have provided.</li> <li>You acknowledge and agree that receipt of OTPs via SMS is a mandatory requirement for the setup and ongoing access to your account on the CUSP platform. Failure to maintain an accurate and active mobile number capable of receiving SMS may prevent you from accessing certain features or your account entirely.</li> <li>You understand that SMS messages may be unencrypted and could be accessible by third parties, and you accept the associated risks. Standard messaging and data rates may apply, depending on your mobile service provider.</li> </ol>

Instructions, Communication, and Reporting

CUSP WEALTH | TERMS AND CONDITIONS

<ol> <li>CUSP reserves the right to perform currency conversions as necessary to facilitate the execution of services under this Agreement. Funds may be converted into the currency of your Account or another currency required to fulfil your instructions or our obligations, using an exchange rate determined by CUSP at the relevant time. All exchange rate losses, costs, and expenses resulting from such conversions will be borne by you.</li> <li>You are solely responsible for managing your tax and accounting affairs. CUSP does not provide tax or accounting advice or services, nor will we consider your tax status in the provision of services under this Agreement.</li> <li>You agree to promptly provide any information or documentation requested by CUSP or any tax authority in connection with your Account.</li> <li>CUSP does not guarantee that investments in your Account will generate profits, income, or meet any investment goals, even if such goals are disclosed to us. Your stated objectives in your Investment Strategy are to be considered goals only, and while CUSP will provide Recommended Allocations deemed suitable, the results of such investments are not guaranteed.</li> <li>CUSP shall not be liable for any loss arising from your investments unless caused by negligence, willful default, dishonesty, or fraud by us or our employees.</li> <li>CUSP shall not be liable for any: <ol> <li>Losses caused by third parties, including fraud, negligence, or insolvency;</li> <li>Consequences of following your instructions, including those executed through the Regulated Third Party or other agents;</li> <li>Market conditions or changes therein; or</li> <li>Loss or corruption of information due to email communication.</li> </ol> </li> <li>CUSP shall not be responsible for any indirect, consequential, or speculative damages, including loss of profits, goodwill, or reputation, nor for losses arising from the default of custodians, banks, or other entities holding your investments.</li> <li>The CUSP platform and dashboard are provided “as is” and “as available” without warranties of any kind, express or implied. CUSP disclaims all warranties, including those relating to functionality, accessibility, accuracy, and non-infringement.</li> <li>CUSP does not guarantee uninterrupted access, error-free functionality, or protection against harmful software. You access and use the platform at your own risk.</li> <li>Our Platform may contain links to third-party websites. CUSP is not responsible for the content, availability, or security of these websites and disclaims all liability for damages arising from their use.</li> <li>CUSP may assign its rights and obligations under this Agreement to a third party, including by way of merger, consolidation, or the acquisition of all or substantially all of CUSP’s business and assets relating to this Agreement, by providing you with 30 days’ prior written notice, which may be communicated via email to the email address provided by you.</li> <li>No third party shall have the right to enforce any term of this Agreement.</li> <li>You may have been introduced to us by a third party. We disclaim any responsibility for the conduct, actions, representations, or statements made by such third party. We reserve the right to share our fees or provide any other benefit, as we deem appropriate, to such third party or any other third party.</li> <li>Failure or delay in exercising any right under this Agreement does not constitute a waiver. The rights and remedies under this Agreement are cumulative and do not exclude those provided by law.</li> <li>If any provision of this Agreement is deemed void, illegal, or unenforceable, the remaining provisions shall remain valid and enforceable to the fullest extent permitted by law.</li> <li>This Agreement, along with its schedules and referenced documents, constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings.</li> <li>Neither party shall have any remedy for misrepresentation or misstatement not set out in this Agreement.</li> <li>CUSP provides services solely within the jurisdictions in which it is duly licensed and authorised to operate. Any communications, marketing materials, information, documentation, products, or services made available by CUSP are intended only for persons in those authorised jurisdictions. Nothing contained in such materials shall be construed as an offer, solicitation, or invitation to provide services in any jurisdiction where such activities are not permitted. You hereby acknowledge that CUSP has not engaged in any proactive promotion or targeting of you or persons in any jurisdiction other than the Authorised Jurisdictions.</li> </ol>

Miscellaneous

<h3>Eligibility and Process</h3> <p>The Referral Code system offered by CUSP conditionally provides Clients with a promotional reward on their investments following the successful completion of the required eligibility criteria. The following will address the eligibility and process of the Referral Program and the Promo Code system; the provisions governing the use of the Referral Code, which is a code that you receive through our marketing or other material, shall apply generally to all interested new Clients that download the CUSP App after it was recommended to them (“Invitees”) and any other Client who has obtained a Referral Code.</p> <p>Existing Users who were the ones that recommended the use of the CUSP App to Invitees (“Referrers”), however, shall be subject to additional requirements that must be satisfied before a Referral Code becomes available for their use.</p> <h3>Referral Program Definition</h3> <p>An initiative implemented by CUSP that incentivises the use and sharing of the CUSP App by providing incentives to Referrers who recommend the App within their personal networks. Under this program, both the Referrer and the Invitee are eligible to receive bonus stocks of variable value, subject to the Invitee completing the first-ever buying of a relevant trade asset, such as stocks or ETFs that a User makes using the CUSP App (“Qualifying Trade”) and compliance with the terms and conditions of this Agreement.</p> <h3>Referral Code Usage</h3> <p>Promo Codes are redeemable exclusively by new Clients upon initial registration on the CUSP App, whether obtained as an Invitee under the Referral Program or directly from the Company. Prior to registration, eligible Clients must download the CUSP App from the Google Play Store or Apple App Store (available in the UAE on the Google Play Store and Apple App Store).</p> <p>After installation, the new Client must complete the registration process, which includes creating an account and successfully passing all Know Your Customer (KYC) verification requirements. Once registration is complete, Users may now manually enter the Referral Code in the field labelled “Referral Code”.</p> <p>Upon submission of a valid Referral Code, CUSP shall credit a bonus to the Client’s account, consisting of either a percentage of the amount invested in a Qualifying Trade or a fixed amount of stock value, as specified by the applicable Referral Code.</p> <p>The specific bonus percentage or amount may vary depending on the Referral Code applied, for both the Referrer and the Invitee. All Clients who use a valid Referral Code will receive a bonus depending on the terms of the applicable Referral Code.</p> <h3>Referrer’s Bonus Allocation</h3> <p>Eligibility to participate in the Referral Program as a Referrer is subject to CUSP's discretion and shall only be extended to Users who have demonstrated sufficient familiarity with the CUSP App. Such familiarity requires, at a minimum, the completion of the registration process, satisfaction of all Know Your Customer (KYC) verification requirements, the making of deposits, and the execution of multiple trades via the App.</p> <p>Upon CUSP's determination that a User has adequately familiarized themselves with the App and its features, access to the Referral Program may be provided via notifications, including but not limited to banners on the User's dashboard, the Rewards section within their Profile, email communications, push notifications, or in-App messages.</p> <p>To qualify as a valid referral under the Program, a Referrer must utilize only the following official mechanisms: (i) sharing the unique Referral Code; (ii) sharing the referral link, which directs the Invitee to the Google Play Store or Apple App Store for App download; or (iii) sharing the QR code, each as made available in the specific section of the Referral Program. No incentives shall be granted for referrals effected through any other means. Bonuses under the Program shall be credited solely upon the Invitee's successful registration via one of the foregoing official mechanisms.</p> <p>Referrers may refer an unlimited number of Invitees under the Referral Program. For each referral, the Invitee must complete all applicable requirements, including redemption of the Referral Code, within thirty (30) days from the date of referral. Upon expiration of this timeframe, the referral shall lapse, and no incentives shall be granted in respect thereof.</p> <h3>General Provisions</h3> <p>The rules governing the applicable percentages per Referral Code shall be maintained by CUSP in a separate schedule attached to these Terms and may be updated by CUSP from time to time. Such schedule shall form an integral part of these Terms.</p> <p>Once all applicable steps and requirements have been satisfied, the Referral Code shall be applied to the User’s investment within five (5) working days of a successful trade.</p> <p>In case of any delays or issues related to the use of a Referral Code, Users may contact us at <linkToSupportEmail>support@cuspwealth.com</linkToSupportEmail> for assistance.</p> <p>Neither party shall be deemed in breach of these Terms, nor liable for any delay or failure to perform its obligations under these Terms, where such delay or failure results from circumstances beyond its reasonable control.</p> <h3>Usage Restrictions</h3> <p>The incentive associated with a unique Referral Code is limited to one (1) redemption per new User. Each Referral Code is linked to the User’s registered User ID and may not be redeemed more than once.</p> <p>A Referral Code shall be valid solely for a Client's initial Qualifying Trade on the CUSP Platform, excluding any investments made through a Tailored Portfolio. The Referral Code may not be applied to any subsequent trade in the same stock or fund; it is applicable exclusively to first-time trades in a given stock or fund.</p> <p>A Referrer shall be eligible for a Referral Code bonus only upon successful invitation of a new Client (Invitee) who has satisfied all applicable requirements under the Referral Program, irrespective of the Referrer's prior trading activity.</p> <p>Referral Codes may not be combined with, or used in conjunction with, any other offers or bonuses provided by CUSP. Each Referral Code shall apply to a single Qualifying Trade or deposit transaction and may not be applied to any subsequent deposits or orders.</p> <h3>Modifications and Disqualifications</h3> <p>CUSP reserves the right, in its sole discretion, to amend, suspend, or terminate the Referral Program, including but not limited to its terms, bonus rates, or availability (for example, by imposing time limitations), at any time without prior notice, in accordance with Clause 1.6 of the General Terms and Conditions (accessible via the CUSP App or CUSP website). Users are advised to review these Terms and the General Terms and Conditions periodically for updates.</p> <p>CUSP may disqualify any Client suspected of fraudulent activity, including but not limited to creating/splitting multiple accounts, misrepresenting identity, or submitting false documentation (as per Clause 5.3 AML/CTF requirements of the main Terms and Conditions). In cases of suspected or confirmed fraud, misuse, or breach of these Terms, CUSP reserves the right to suspend or delete the User’s account, revoke or reclaim any amounts credited (whether before or after the fraudulent incident), and take necessary action in accordance with applicable laws. CUSP may recover any such amounts through a clawback process by debiting the User’s account.</p> <h3>Risk Warning</h3> <p>Investments involve risk. The value of your investment (including any promotional reward) may go down as well as up due to market fluctuations, and you may not get back the full amount you originally invested (or any amount). Past performance is not indicative of future results. The Referral Code usage does not guarantee returns or protect against losses. Seek independent financial advice if unsure (see Clause 1.4 of the main Terms and Conditions).</p> <h3>Limitation of Liability and Disclaimers</h3> <p>CUSP shall not be liable for any indirect, incidental, special, or consequential damages or losses arising from participation in the Referral Program. The Referral Program is provided "as is" without any express or implied warranties of any kind, and CUSP makes no representations or guarantees that it will meet any specific requirements or expectations of Users.</p> <p>Without limiting the foregoing, CUSP shall have no liability for any User’s application of a Referral Code to a trade or asset order that the User did not intend to execute.</p> <p>Nothing in these Terms shall limit or exclude any statutory or regulatory rights to which a User may be entitled under applicable law.</p> <p>Participation in the Referral Program shall be governed by, and construed in accordance with, the laws of the Dubai International Financial Centre (DIFC), the regulations of the Dubai Financial Services Authority (DFSA), and the provisions of CUSP’s General Terms and Conditions, including but not limited to Clauses 4.2 to 4.4 (Third-Party Partners) therein, as well as the terms set forth in this document.</p> <p>No delay or omission by either party in exercising any right or remedy under these Terms or applicable law shall constitute a waiver of such right or remedy, nor shall it impair or affect the right of such party to enforce such right or remedy at any time thereafter. A single or partial exercise of any right or remedy shall not preclude or restrict the further exercise thereof or the exercise of any other right or remedy.</p> <h3>Governing Law and Jurisdiction</h3> <p>These Terms are governed by the laws of the Dubai International Financial Centre (DIFC), and, where applicable, the applicable regulations and rules issued by the Dubai Financial Services Authority (DFSA). Any dispute, controversy, or claim arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of the DIFC.</p>

Referral Code Use Terms and Conditions

<ol> <li>CUSP operates a digital trading platform that facilitates the arrangement of investment deals with third-party providers. In addition, CUSP may, upon request, provide advisory services and limited promotional incentives to encourage initial engagement with Tailored Portfolios, subject to Schedule 1. The provision of such investment management, advisory services, and Promotions shall be subject to the terms and conditions of this Agreement.</li> <li>CUSP reserves the right to appoint affiliates, delegates, agents, or Third Party Partners to perform part or all of its obligations under this Agreement. Notwithstanding any such delegation, CUSP shall remain responsible for its obligations to you, provided it has exercised reasonable care and diligence in the selection and monitoring of such third parties.</li> <li>In performing its obligations under this Agreement, CUSP may engage Third Party Partner service providers for: <oli> <li>pricing, market, or valuation information and assessment services;</li> <li>identity verification;</li> <li>broking, dealing, or registrar services; and</li> <li>Shariah-compliant investment filters.</li> <li>open banking services, including but not limited to the initiation, processing, and settlement of deposits into and withdrawals from your Account (the "Payment Services"). Such Third Party Partners shall be duly licensed or registered under applicable laws, and shall operate via secure application programming interfaces (APIs) to ensure the confidentiality, integrity, and availability of your financial data. For the avoidance of doubt:</li> <ol> <li>CUSP does not hold, custody, or process funds directly; all Payment Services are executed solely by the Third Party Partner, subject to their terms and conditions; and</li> <li>You authorise CUSP to transmit necessary instructions and data to the Third Party Partner for execution, provided such data is limited to what is required for the transaction;</li> </ol> </oli> </li> <li>CUSP shall not be liable for the acts, omissions, or performance of such Third Party Partner service providers, provided CUSP has exercised reasonable care and diligence in their selection and engagement.</li> <li>By entering into this Agreement, you represent and warrant that: <oli> <li>You are duly authorised to enter into and perform your obligations under this Agreement;</li> <li>You are at least eighteen (18) years of age;</li> <li>You have not been previously suspended or removed from using services provided by CUSP or any of its Regulated Third Party Providers;</li> <li>Your registration and use of services provided by CUSP comply with all applicable laws and regulations;</li> <li>You are not opening or maintaining the account on behalf of any other individual, and that you will not authorise any individual to access or use CUSP’s services on your behalf;</li> <li>You are not a resident, citizen, or Green Card holder of the United States of America; and</li> <li>You are the sole legal and beneficial owner of the funds and assets held in your account, with no other party holding a claim to such funds or assets.</li> <li>You understand and agree that the Platform is not intended for, and is not available to, persons located outside the DIFC. CUSP is authorised to provide services solely within the DIFC and such other jurisdictions as it may be licensed or permitted to operate in from time to time (the "Authorised Jurisdiction"). No content, information, communications, marketing materials, documentation, services, or products accessible via the Platform are directed to, or intended for use by, any person in any jurisdiction outside the Authorised Jurisdiction; and nothing on the Platform, in these Terms, or in any related materials constitutes an offer, invitation, inducement, or solicitation to provide, acquire, or engage in any services or products in any jurisdiction where CUSP is not authorised or where such activities would violate local laws.</li> <li>If you are accessing the Platform from outside the Authorised Jurisdiction, you confirm that such access is undertaken exclusively at your own initiative, risk, and expense. This access qualifies as your express solicitation under applicable laws, and in consideration of CUSP permitting such access, you irrevocably release, indemnify, defend, and hold harmless CUSP and its affiliates, directors, officers, employees, agents, and representatives from and against any and all liabilities, claims, demands, actions, losses, damages, costs, or expenses (including reasonable legal fees) arising directly or indirectly from: (a) your access to or use of the Platform; (b) any breach of jurisdictional restrictions; (c) any regulatory non-compliance in your location; or (d) any misrepresentation regarding the unsolicited nature of your access. You agree that CUSP shall have no duty or obligation to monitor, verify, or restrict your eligibility or location beyond standard identity verification procedures; and any violation of these representations may result in immediate suspension or termination of your access to the Platform, without notice or liability to CUSP.</li> <li>You covenant to comply with all applicable laws, regulations, and restrictions in your jurisdiction of residence, access, or incorporation, including but not limited to anti-money laundering, sanctions, and financial services rules. If any provision of this Subsection 4.5 is found to be invalid or unenforceable in any jurisdiction, it shall be severed without affecting the validity of the remaining provisions, and CUSP reserves the right to amend these Terms to reflect regulatory changes.</li> <li>You further agree to promptly notify CUSP in the event any of the above representations and warranties cease to be true.</li> </oli> </li> <li>By entering into this Agreement, you acknowledge and agree that: <oli> <li>You have not relied on any representations, statements, or warranties other than those expressly set out in this Agreement;</li> <li>CUSP is not responsible for the performance or services provided by third-party service providers;</li> <li>You have read, understood, and accepted the terms and conditions of this Agreement, including any applicable customer agreements with Regulated Third Party Providers;</li> <li>The services provided by any Third Party Provider shall be exclusively governed by the terms and conditions set forth by the respective Third Party Provider.</li> </oli> </li> <li>Arranging Deals and Platform Usage <oli> <li>CUSP’s self-directed investment platform enables retail clients to take control of their financial decisions. While the platform provides tools, resources, and guidance to assist users in making informed investment choices, the final investment decisions remain solely with the clients.</li> <li>The platform is designed to accommodate both independent investors and those seeking guidance, offering access to a broad range of financial instruments, primarily U.S.-listed securities, to support their investment objectives.</li> <li>The platform also offers portfolio guidance tools that generate insights based on a client’s risk profile and financial position. While these tools provide guidance and analytical resources, clients retain full responsibility for their investment decisions.</li> <li>The execution of trades initiated by clients through the platform is facilitated by a Regulated Third Party, which ensures seamless access to the U.S. stock market. The Regulated Third Party executes trades in real-time via its API, maintaining accuracy and efficiency in the trade execution process.</li> <li>Once a client submits a trade request through the CUSP platform, the request is promptly transmitted to the Regulated Third Party for execution. The Regulated Third Party provides custody services to safeguard client assets in accordance with applicable regulatory requirements, ensuring that all securities and funds are securely maintained.</li> <li>All trade execution and account management activities are conducted exclusively through the Regulated Third Party, ensuring a secure and seamless investment experience for clients. CUSP does not execute trades directly but facilitates access to investment opportunities through its integration with the Regulated Third Party.</li> <li>When instructing CUSP to execute an Execution-Only Transaction, you bear sole responsibility for the decision to invest. CUSP will not provide any advice or recommendations. The information available on our platform is for informational purposes only and does not constitute investment advice.</li> <li>CUSP does not manage client portfolios and does not exercise discretionary authority over client investments. Clients remain solely responsible for implementing and managing their investment strategies based on their personal financial goals and risk assessments.</li> <li>Unless explicitly stated, all transactions conducted through CUSP’s platform are on an Execution-Only basis. CUSP does not provide tax or legal advice. Clients are encouraged to seek independent advice where necessary.</li> </oli> </li> <li>CUSP’s platform offers an optional Islamic filter designed to assist clients in identifying Shariah-compliant investments. This feature is based on independent Third Party Partner assessments and is provided by Zoya Finance. While this filter aims to facilitate Shariah-compliant investment decisions, CUSP does not independently verify or certify the Shariah-compliance of listed securities, does not provide any guarantees or warranties in this regard, and advises clients to consult their own Shariah advisors for any concerns. Additionally: <oli> <li>Certain regulated activities and services provided under Islamic Endorsement to our license granted by DFSA (the "Islamic Filter") may be conducted in accordance with Shariah principles. To ensure compliance with these principles, CUSP has appointed Amanie Advisors Ltd., a firm licensed by the DIFC and headquartered at Al-Fattan Currency House, Tower 2, Unit 1304, DIFC, Dubai, as its Shariah advisor. Amanie Advisors Ltd. administers CUSP’s Shariah Supervisory Board, which is responsible for reviewing and overseeing CUSP’s adherence to Shariah standards.</li> <li>TheShariah Supervisory Board comprises distinguished and recognised Shariah Scholars who assess and approve the compliance of CUSP’s services and products with Shariah principles. To obtain details on the current composition of the Shariah Supervisory Board, clients may refer to the contact details provided in Clause 17.</li> <li>The composition of the v Supervisory Board and the Scholars serving therein may be subject to change from time to time at CUSP’s discretion and without prior notice.</li> <li>The Scholars on the ShariahSupervisory Board periodically review and evaluate CUSP’s products and services to ensure continued compliance with Shariah principles. However, clients acknowledge that interpretations of Shariah principles may vary, and CUSP shall not be liable for any differences in opinion regarding the compliance status of any particular investment or financial product.</li> </oli> </li> <li>Prior to commencing your investment journey and utilising the Platform, you must successfully complete and obtain approval for a risk tolerance assessment. This evaluation is conducted by us to assess your investment objectives, risk appetite, and financial circumstances, ensuring the suitability of investment products available to you. Access to the Platform and its services is contingent upon CUSP’s approval of your assessment results.</li> </ol>

Scope of Services

<ol> <li>CUSP offers subscription services that provide additional features, including access to market insights, investment planning tools, and third-party offers. We will use reasonable efforts to process your subscription promptly; however, activation is not guaranteed within a specific timeframe. Access to subscription services will only be granted upon successful verification of payment and contact details. You will receive confirmation of your subscription acceptance via email.</li> <li>You agree to provide accurate, complete, and up-to-date purchase and account information for all transactions conducted via the Platform. You further agree to promptly update your account and payment details, including your email address, payment method, and payment card expiration date, to enable the successful processing of transactions and communications. Payments for purchases made through the Platform will be billed via an online billing account.</li> <li>You agree to pay all applicable charges or fees at the prevailing rates at the time of purchase. By completing a purchase, you authorise us to charge your designated payment provider for the total amount due. For purchases subject to recurring charges, you consent to CUSP automatically charging your payment method on a recurring basis without requiring your prior approval for each recurring charge unless and until you notify us of your cancellation.</li> <li>We reserve the right to correct any pricing errors or discrepancies, even after payment has been requested or received. Furthermore, we reserve the right to refuse any order placed through the subscription service at our discretion.</li> <li>Unless otherwise stated in a specific subscription offer, if you select an auto-renewal option, your subscription will automatically renew at the end of the initial term (and at the end of each subsequent renewal term) for the same duration and at the prevailing subscription fee, which is subject to change. If you do not select an auto-renewal option, you will be notified before the subscription term ends with an option to renew.</li> <li>You may cancel your subscription at any time and for any reason. However, any such cancellation will remain subject to the termination provisions outlined in this Agreement. Unless otherwise specified, you have a 60-day period to cancel your subscription starting from the date of confirmation.</li> <li>Cancellation requests must be made in accordance with the procedures specified in this Agreement. Following cancellation, you will no longer have access to the subscription service after the current billing cycle. All fees paid are non-refundable, and no refunds or credits will be issued for any unused portion of the subscription period.</li> <li>By subscribing to CUSP's services, you acknowledge and agree to these terms and conditions.</li> </ol>

Subscription Services

<ol> <li>Unless otherwise agreed in writing, CUSP will assess suitability before recommending or advising you on a financial product or investment arrangement. This includes an assessment of: <oli> <li>Your financial needs, objectives, and situation; and</li> <li>Your risk tolerance, knowledge, experience, and understanding of investment risks are based on the information you provide.</li> </oli> </li> <li>We will not assess suitability if: <oli> <li>We are merely promoting a financial product or service to you; or</li> <li>You instruct us to arrange an execution-only transaction.</li> </oli> </li> <li>In such cases, CUSP has no duty to advise you on the suitability of the execution-only transaction or any subsequent investment arrangement. You are solely responsible for determining whether such transactions align with your investment objectives.</li> <li>When using the Platform, you must provide personal and financial information to determine whether investing is suitable for you. If deemed suitable, you may proceed with opening an account. You are responsible for providing accurate and complete information to ensure the suitability of CUSP's services.</li> <li>You will select an investment portfolio from the recommended options on the Platform. Unless otherwise directed in writing, CUSP will recommend investment strategies based on your profile and financial circumstances. The effectiveness of these recommendations depends on the accuracy of the information you provide.</li> <li>You agree to provide complete and accurate information and any documents required by CUSP, at its sole discretion, to provide the services outlined in this Agreement.</li> <li>If CUSP determines that a specific investment product is not appropriate for you based on your knowledge and experience, we will issue a written warning. If you still wish to proceed, senior management may allow you to do so at their discretion. In such cases, you acknowledge that you may be exposing yourself to risks beyond your expertise and capacity to assess or control.</li> <li>If we accept your application and have completed our appropriateness assessment and due diligence requirements to our satisfaction, we will facilitate the opening of an Account for you. Confirmation of account opening will be provided via electronic correspondence, along with copies of the relevant Agreements for your records. Upon confirmation, you may proceed with depositing funds into your trading account.</li> <li>We may require additional information from you in the future, particularly if you wish to trade in a new product type or sector. Failure to provide the requested information may result in our inability to assess whether the transaction is appropriate for you. Consequently, we may restrict or deny access to certain products or features on the Platform.</li> <li>We reserve the right to reassess your suitability and the appropriateness of the products offered to you if you notify us of material changes to any factors upon which our initial assessment was based.</li> <li>The appropriateness assessments conducted under these Terms apply in addition to any other assessments we are required to perform under applicable regulatory requirements. These assessments may also extend to third-party obligations related to the products and services we offer.</li> </ol>

Suitability and Appropriateness Assessment

<h3>Eligibility</h3> <p>The 1% Bonus (the "Bonus") on investments made under Tailored Portfolios is available to new Clients on the CUSP App who have completed the risk questionnaire (as required under Clause 4.9 of the main Terms).</p> <p>To qualify, the Client must navigate to the Tailored Portfolio section in the CUSP App and make their first-ever investment under this section (the "Eligible Investment").</p> <p>Clients may deposit directly (e.g., via open banking) or indirectly (through a cash account transferred to the Tailored Portfolio). As long as the deposit is allocated through the Tailored Portfolio section, the Bonus will apply.</p> <p>There is no minimum deposit amount; the Bonus is calculated as the lower of 1% of the Eligible Investment amount or USD 500.</p> <h3>Bonus Crediting and Usage</h3> <p>The Bonus will be automatically calculated and credited in real-time after a successful deposit to the value of the Client's Tailored Portfolio, upon confirmation and execution of the Eligible Investment (via the Regulated Third Party under Clause 4.7). The Bonus forms part of the overall portfolio value and is not provided as separate withdrawable cash. There is no lock-in period, but the Bonus is subject to the same investment risks as the underlying portfolio (see Clause 1.4 of the main Terms).</p> <h3>One-Time Offer</h3> <p>The Bonus is tracked by User ID and Portfolio ID and may only be claimed once per Client. It is valid after completing the risk questionnaire.</p> <p>Multiple uses or attempts to exploit the Bonus (e.g., via subsequent investments) are not permitted.</p> <h3>Modifications and Disqualifications</h3> <p>CUSP reserves the right, at its sole discretion, to modify (including but not limited to making the offer time-limited), suspend, or terminate this offer, including its terms, Bonus rate, or availability, at any time without prior notice (consistent with Clause 1.6 of the main Terms). Any amendments will be communicated to affected Clients via in-app notification or email, where applicable.</p> <p>CUSP may disqualify any Client suspected of fraudulent activity, including (but not limited to) creating/splitting multiple accounts, misrepresenting identity, or submitting false documentation (as per Clause 5.3 AML/CTF requirements). In such cases, CUSP may delete the account, reclaim any Bonus (pre- or post-fraud), and report to authorities as required.</p> <h3>Risk Warning</h3> <p>Investments in Tailored Portfolios involve risk. The value of your investment (including any Bonus) may go down as well as up due to market fluctuations, and you may not get back the full amount you originally invested (or any amount). Past performance is not indicative of future results. This Bonus does not guarantee returns or protect against losses. Seek independent financial advice if unsure (see Clause 1.4 of the main Terms).</p> <h3>Limitation of Liability and Disclaimers</h3> <p>CUSP is not liable for any indirect, incidental, special, or consequential losses arising from this offer. The offer is provided "as is" without express or implied warranties, and CUSP makes no representations that it will meet your specific needs.</p> <p>These terms do not affect your statutory or regulatory rights. Participation is subject to all applicable DIFC laws, DFSA rules, and CUSP's general Terms of Service (including Clauses 4.2-4.4 on Third Party Partners).</p> <h3>Governing Law and Jurisdiction</h3> <p>These terms are governed by the laws of the Dubai International Financial Centre (DIFC) and subject to the exclusive jurisdiction of the DIFC Courts and DFSA.</p>

Tailored Investment Portfolio Deposit Bonus Terms and Conditions

<ol> <li>You may request to terminate this Agreement and close your Account at any time by submitting a formal request through the designated functionality on the Platform. Prior to initiating the account closure process, you must liquidate all investments and withdraw any remaining funds to your designated account. CUSP will process the account closure only after confirmation that all funds have been successfully redeemed and transferred.</li> <li>CUSP may terminate this Agreement and close your Account by providing you with at least thirty (30) days’ prior written notice, which may be communicated via electronic mail.</li> <li>This Agreement may be terminated with immediate effect by either party upon providing written notice, which may be communicated by electronic mail, in the event the other party commits a material breach of this Agreement. If the breach is capable of remedy, termination may only occur if the breach is not remedied within thirty (30) days of serving notice requiring its rectification.</li> <li>CUSP reserves the right to suspend access to your Account without prior notice under the following circumstances: <oli> <li>If there is reasonable suspicion of fraud or a breach of the Account's security;</li> <li>If there is reasonable suspicion that the Account is being used in a manner that contravenes financial services and market regulations, facilitates market abuse, or furthers financial crimes, including money laundering;</li> <li>If you fail to provide information reasonably required by CUSP to fulfil its obligations under applicable laws and regulations, including those related to the prevention of financial crime;</li> <li>If there is reasonable suspicion that the Account is being used in violation of sanctions-related rules or regulations.</li> </oli> </li> <li>To the extent permitted by law and regulation, CUSP will notify you promptly of any suspension and work to resolve the issue satisfactorily. Once resolved, access to the Account will be restored. However, in certain circumstances, CUSP may be legally prohibited from notifying or discussing the reasons for suspension with you.</li> <li>Upon the closure of your Account, all outstanding transactions will be settled. Investments in your Account will be liquidated, and the resulting funds and proceeds will be transferred to your designated current account.</li> <li>Any termination of this Agreement shall be without prejudice to the rights and liabilities of either party in respect of transactions already initiated or services already provided.</li> <li>In the event of your death, disability, or physical or mental incompetence, this Agreement will not automatically terminate. Your successors, executors, administrators, guardians, or other legally authorised representatives are required to contact CUSP to determine the appropriate procedures for the ongoing administration or closure of your Account, as applicable.</li> </ol>

Termination & Account Suspension

<ol> <li>You acknowledge and agree that CUSP has entered into agreements with various Third Party Partners to facilitate the services provided under this Agreement.</li> <li>All funds and securities associated with your account will be held by the Regulated Third Party Provider, and all transactions will be executed by them. You are required to deposit funds directly into your account, and you acknowledge that the laws and practices governing your account will be those applicable to the Regulated Third Party Provider. This may include compliance with regulations such as those enforced by the U.S. Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA). These laws and practices may impact your ability to recover funds deposited in your account.</li> <li>In the event of the insolvency or default of a Regulated Third Party Provider, you understand and agree that: <oli> <li>You may not be able to fully recover your investments or monies held with the Regulated Third Party Provider. Any shortfall may be shared pro rata among you and other clients of the Regulated Third Party Provider.</li> <li>CUSP shall not be liable for any loss, damage, or expense you may suffer or incur as a result of the acts, omissions, or insolvency of the Regulated Third Party Provider.</li> </oli> </li> <li>Where investments are denominated in a foreign currency, such investments may be held in an omnibus custody account with an entity licensed, registered, or authorised to act as a custodian in the jurisdiction where those investments are held. You acknowledge that: <oli> <li>The laws and practices governing custody accounts in such jurisdictions may differ from those of your home jurisdiction.</li> <li>Depending on the applicable jurisdiction, these differences may affect your ability to recover investments held with the Regulated Third Party Provider.</li> </oli> </li> <li>Your investments and accounts with the Regulated Third Party Provider will be governed by their own account terms and conditions.</li> <li>You acknowledge that you will enter into a separate agreement with the Regulated Third Party Provider, which will govern your relationship with them.</li> <li>CUSP does not supervise, monitor, or assume responsibility for the activities, actions, or omissions of the Regulated Third Party Provider and disclaims all liability for any loss or damage arising from their conduct.</li> <li>Any disputes between you and the Regulated Third Party Provider must be resolved directly with the Regulated Third Party Provider.</li> <li>You understand and agree that all orders for the purchase of securities through your CUSP account will be authorised and executed by a Regulated Third Party Provider based on your representation that the purchase is intended to be genuine and in accordance with applicable regulations.</li> <li>By utilising CUSP's services, you acknowledge and accept the above terms regarding the use of Regulated Third Party Providers.</li> </ol>

Third Party Partners

TERMS AND CONDITIONS

Investments are protected up to $500,000

by the Dubai Financial Services Authority{br}<linkToDFSA>(Ref. No.: F011420)</linkToDFSA>.

Licensed and regulated in the UAE

supervised by Amanie Advisors, an independent Shariah Advisory Board