Terms of Service

Last Updated: September 18, 2024

You (“Institution” or “you”) agree and understand that by accessing and using the WisdomTree Connect portal either at www.wisdomtreeconnect.com or via an application programming interface (“API”) as more fully described below (the “Portal”), you have the authority to bind such Institution to these Terms of Service, including any related schedules and documents (“Terms”) and that such Institution is entering into these Terms with WisdomTree Digital, as further defined in section 3 of the Terms. You acknowledge and agree that these Terms govern your use of the Portal and Services offered by WisdomTree Digital.

BY AGREEING TO THESE TERMS, EXCEPT FOR (I) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 17, (II) WHERE YOU EXERCISE YOUR RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 17, OR (III) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND WISDOMTREE DIGITAL WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE PORTAL AND SHOULD DISCONTINUE USE IMMEDIATELY.

We may indicate that different or additional agreements, terms, conditions, guidelines, policies, or rules apply in relation to some of our Services (“Supplemental Terms”). Any Supplemental Terms become part of your agreement with us if you use the applicable Services, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.

We may make changes to these Terms. The “Last Updated” date above indicates when these Terms were last changed. If we make future changes, we may provide you with notice of such changes, such as by sending an email, posting a notice on the Portal, or updating the date at the top of these Terms. However, we are under no obligation to provide such notice. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of the Portal after we provide such notice will confirm your acceptance of the changes. Institution may be denied access to the Portal, with or without prior notice, if it does not comply with these Terms.

THESE TERMS ARE A LEGAL AGREEMENT AND IT IS IMPORTANT THAT YOU CAREFULLY READ AND UNDERSTAND THE TERMS BEFORE ACCESSING AND USING THE PORTAL. YOU ARE ENCOURAGED TO SEEK INDEPENDENT ADVICE. IF YOU HAVE ANY GENERAL QUESTIONS, YOU SHOULD CONTACT [email protected].

Portal Access
To use the Portal and any of the Services offered by WisdomTree Digital, Institution will need to first register with WisdomTree Digital by completing the customer onboarding process. As part of the customer onboarding process, Institution will be required to: (i) provide complete and accurate information as requested by WisdomTree Digital from time to time; (ii) meet certain eligibility requirements (defined below); and (iii) successfully complete WisdomTree Digital’s customer onboarding procedures.

Institution represents and warrants that it meets the following eligibility requirements for access to the Portal: (i) Institution has full power, authority and legal capacity to enter these Terms, intends to be bound by all of its terms and conditions, and in doing so will not violate any other agreement to which it is a party; (ii) Institution has the hardware, software and technological know-how required to use the Services; (iii) Institution will not use the Portal and any of the Services if any applicable laws or regulations in the country of its incorporation or operation prohibits it from doing so; (iv) Institution is investing or transacting on its own behalf and is not a financial intermediary investing or transacting on behalf of customers or retirement accounts or plans, including employer sponsored retirement plans; (v) Institution’s actions are not in violation of applicable export control restrictions; (vi) Institution is not located, incorporated or otherwise established in a jurisdiction where it would be illegal under applicable law for it to access or use the Portal; and (vii) Institution or any party that owns or controls it is not subject to any sanction, regulation, statute, official embargo measures or any “specially designated nationals” or “blocked persons” lists, or any equivalent lists maintained and imposed by the relevant bodies and organizations of the United States, United Nations, the European Union, the United Kingdom, Switzerland or any other jurisdiction applicable to Institution. WisdomTree Digital in its sole discretion may choose not to make access to the Portal available in certain markets and jurisdictions, and may restrict or prohibit use of all or a portion of the Services from certain states, territories, or jurisdictions.

To complete the customer onboarding process for access to the Portal, Institution will also be required to provide WisdomTree Digital with additional information to verify beneficial ownership information or non-public identifying information about the individuals who directly or indirectly own or control the Institution, including but not limited to: name, address, date of birth and social security number. Institution hereby authorizes WisdomTree Digital, directly or through third parties, to perform its customer onboarding procedures, to make any requests it considers necessary and to take actions it reasonably deems necessary based on the results of the customer onboarding process. Institution further authorizes all third parties to which such requests may be directed to fully respond to such requests. Institution acknowledges that from time to time, WisdomTree Digital may ask Institution to confirm or re-verify identifying information, or may require that Institution provide certain additional information or documents, in order to maintain access to the Portal.

Once the customer onboarding process is complete, you will be required to create a WisdomTree Connect account (a “WT Connect Account”). After you’ve successfully registered with WisdomTree Digital, you will be provided with initial login credentials for website access, which include a unique email address and a one-time password. You will be required to set your own password after your initial login to the Portal. For access to the Portal via API, you will be separately provided with a set of instructions for setting up API keys upon approval by WisdomTree Digital. The API keys will provide a method for you to authenticate and validate your access to the Portal. To the extent you add an authorized user to your WT Connect Account to use or access the Portal, you shall be solely responsible for monitoring the authorized users’ use of or access to the Portal, and for any failure by any authorized user to comply with these Terms. You must take all necessary steps, including providing notice to WisdomTree Digital, to effect the termination of access for any authorized user (a) upon the authorized user’s termination of access rights, (b) if there is any compromise in the security of passwords, login credentials, API keys, or other codes used to use or access the Portal, or (c) if unauthorized use is suspected or has occurred.

You are responsible for creating a password and maintaining security and control of all electronic devices, passwords, API keys or any other codes that you use to access the Portal. Any loss or compromise of the foregoing information may result in the unauthorized access to your WT Connect Account. We assume no responsibility for any loss that you may sustain due to compromise of WT Connect Account login credentials due to no fault of WisdomTree Digital. In the event you believe your WT Connect Account information has been compromised or have any questions related to your access to the Portal, contact WisdomTree Connect support immediately at [email protected].
Scope of Services
WisdomTree Connect is a platform made available to certain institutions who wish to directly submit purchase and sale orders for certain digital assets or mutual fund investments made available by WisdomTree Digital through the Portal from time to time. WisdomTree Digital developed and maintains the Portal.

Institution may invest in one or more funds that are registered under the Investment Company Act of 1940, as amended (each a “Fund”) and references to purchase or sale orders will be deemed to refer to subscription or redemption orders when submitted with respect to shares of a Fund. Purchase or sale orders for a Fund may be made by Institution via the Portal. The provision of the Portal to enter purchase and sale requests shall be collectively referred to herein as the “Services”. The Services may contain optional features as more fully described herein and such features are included within the term of “Services”. These Terms apply to the Institution’s purchase or sale requests regardless of the manner in which they were placed through the Portal (e.g., via API).

As further set forth below under “Conversion Service”, Institution may in its discretion elect to fund its purchase orders made through the Portal with USDC stablecoins (“USDC”) and may request that a sale order be funded in USDC via the Conversion Service. USDC is a digital token issued by Circle Internet Financial, LLC (“Circle”).

BY USING THE PORTAL, INSTITUTION ACKNOWLEDGES IT HAS READ THESE TERMS AND AGREES TO BE BOUND BY THEM, AND FURTHER AGREES TO PROCURE THAT EACH OF ITS EMPLOYEES, OFFICERS OR AGENTS WILL ACT CONSISTENTLY WITH THESE TERMS AND NOT CAUSE A BREACH OF ANY PROVISION OF THESE TERMS. IF THE INSTITUTION DOES NOT AGREE TO THESE TERMS, IT IS EXPRESSLY PROHIBITED FROM USING THE PORTAL OR THE SERVICES VIA WEBSITE ACCESS, API INTEGRATION OR OTHERWISE AND SHOULD DISCONTINUE USE IMMEDIATELY.
Provider of Services
To the extent offered to you through the Portal, digital wallet and digital asset services are provided by 1) WisdomTree Digital Trust Company, LLC (“WDTC”) to New York institutions, which is chartered as a limited purpose trust company by the New York State Department of Financial Services to engage in virtual currency; and 2) WisdomTree Digital Movement, Inc. (“WDM”) to non-New York institutions, which is a federally registered money services business, state-license money transmitter and financial technology company (NMLS ID: 237500).

Funds available through the Portal are issued by WisdomTree Digital Trust (“WDT”) and managed by WisdomTree Digital Management, Inc. (“WTDM”), an SEC-registered investment adviser.

The purchase and sale of Fund shares made through the Portal is facilitated by WisdomTree Securities, Inc. (“WTS”), a broker-dealer registered with the U.S. Securities and Exchange Commission (“SEC”), Member Financial Industry Regulatory Authority (“FINRA”). WTS does not receive or hold customer funds or securities and is not a member of the Securities Investor Protection Corporation (“SIPC”).

Funds are distributed by Foreside Fund Services, LLC. WisdomTree Transfers, Inc. (“WT Transfers”, an SEC-registered transfer agent) serves as the transfer agent of the Funds.

WDTC, WDM, WTS, WDT, WTDM, and WT Transfers (collectively, “WisdomTree Digital”) are affiliated entities and wholly owned subsidiaries of WisdomTree, Inc. Each WisdomTree Digital entity will provide Institution with the relevant Services as applicable and in accordance with these Terms.

WisdomTree Digital’s principal place of business is 250 West 34^th Street, 3^rd Floor, New York, NY 10119 .
Eligibility and Jurisdiction of Use
The Portal is available only to Institutions who have established a WT Connect Account to invest or transact in digital assets or Funds on their own behalf. Individuals acting on their own behalf and financial intermediaries investing on behalf of their customers or retirement accounts or plans, including employer sponsored retirement plans are not eligible users and are strictly prohibited from using the Portal. WisdomTree Digital retains sole discretion and authority to determine your eligibility to use or continue using the Portal.

Prior to using the Services, the Institution acknowledges and agrees that it will provide all information necessary to make WisdomTree Digital aware of the jurisdiction of organization and the jurisdiction(s) in which its employees or agents will be utilizing the Services or accessing the Portal. The Institution will notify WisdomTree Digital in writing if the Institution wishes to use the Services in any other jurisdiction. The Institution will not use or access the Portal in the requested jurisdiction until WisdomTree Digital has approved such request. Institution will promptly inform WisdomTree Digital if an employee or agent of Institution has accessed the Services in a jurisdiction that has not been approved by WisdomTree Digital.
Conversion Service
WDM’s Conversion Service enables institutions to utilize USDC to fund their purchase orders that are entered through the Portal. An institution that elects to utilize USDC to fund its purchase order will transfer the amount of USDC necessary to fund its purchase order in accordance with WDM’s instructions. WDM will validate that a sufficient amount of USDC to fund the purchase order has been transferred in accordance with the instructions. If a sufficient amount has been transferred, Institution instructs WDM to redeem or “burn” the USDC via its account at Circle and wire the corresponding U.S. Dollars to fund the Institution’s purchase order.

Additionally, an Institution may elect to have their U.S. Dollar proceeds from a sale order be returned in USDC to the Institution’s registered wallet by submitting a request via the Portal. Upon such a request via the Portal, WDM will receive the sales proceeds in U.S. Dollars into WDM’s account. Institution will then instruct WDM to issue or “mint” via its account at Circle a corresponding amount of USDC and facilitate the transfer of such amount to the Institution’s registered wallet.

WisdomTree Digital does not guarantee nor is it responsible for a third party’s performance of the steps it undertakes as part of the Conversion Service. WisdomTree Digital is not the issuer of USDC, does not hold or manage USDC reserves, and has no obligation to exchange USDC you hold in an external wallet for U.S. Dollars. Institution acknowledges and agrees that it bears all risk associated with a third party’s performance arising from or related to the Conversion Service.
Fees
There are no platform access fees or license fees charged by WisdomTree Digital for you to use or access the Portal.

If you elect to use the Conversion Service, you will be responsible for all network fees associated with the transfer of USDC, digital asset or Fund share tokens from your external wallet to the designated WisdomTree Digital wallet.

WTS will not charge a commission fee on institutional investor purchase or sale orders of the WisdomTree Government Money Market Digital Fund (WTGXX). WTS may charge a commission fee on institutional investor purchase or sale orders for other Funds made available via the Portal as set forth in the WTS Fee Schedule. The commission fee paid by an institutional investor for each Fund order will be reflected in your transaction confirmation available via the Portal. Please refer to the WTS Fee Schedule available via the Portal for more information.

If you invest in a Fund using the Portal, you will bear your share of the fees and expenses of the Fund you purchase. Please see the Fund’s prospectus and statement of additional information for more information about these fees and expenses.
Notices and Acknowledgements
1. WisdomTree Digital reserves the right to suspend or withdraw the Institution’s access to the Portal and/or ability to use the Services at any time.
2. Nothing contained on or communicated via the Portal constitutes tax, accounting, regulatory, legal, insurance or investment advice. Decisions based on information contained on the Portal are the sole responsibility of the Institution. Nothing contained on or communicated via the Portal is or constitutes a recommendation (express or implied) or advice (express or implied) to make any investment decision. WisdomTree Digital will not publish any investment research, analysis or advice on the Portal, and nothing contained on or communicated via the Portal is or constitutes investment research, analysis or advice.
1. The Institution acknowledges and agrees that access and use of the Portal and Services does not constitute an offer to buy or sell any financial products and does not constitute any solicitation to buy or sell any financial products. The Institution further acknowledges and agrees that WisdomTree Digital, in its capacity as the operator of the Portal, does not make any offer to buy or sell any financial products, and will not make solicitations or recommendations to buy or sell financial products.
1. Each Fund (including its manager, sub-adviser, distributor and transfer agent) retains the right to (i) reject for any reason or no reason, any request for a purchase order made through the Portal, and (ii) reject or delay the satisfaction of sale orders in accordance with the terms of its prospectus or applicable law.
1. WisdomTree Digital reserves the right to refuse to provide connectivity to, and the inability to submit purchase or sale orders, to a Fund on the Portal at any time, and to refuse access to or use of the Portal to anyone at any time.
1. Institution acknowledges and agrees that it may not cancel, reverse or change any investment or transaction that is marked as settled, complete or pending via the Portal.
Grant of License
WisdomTree Digital grants to Institution a limited, non-exclusive, non-transferable license (revocable at any time and for any reason at the sole discretion of WisdomTree Digital) to access and use the Portal (and the API’s, information and tools, including the Conversion Service contained therein) in accordance with the Terms (the “License”). WisdomTree Digital reserves all rights, title and interest not expressly granted under this License to the fullest extent permitted under applicable law or regulation. Any use of the Portal not specifically permitted under these Terms, or not intentionally made available by WisdomTree Digital, is strictly prohibited.

The License is restricted to the days and times that WisdomTree Digital makes the Portal available, and is subject to any planned or unplanned outages, whether or not notified to Institution or its authorized users.

WisdomTree Digital has absolute discretion and control over the Portal, and may edit, modify or change the functionality, layout, assets or investments available, or other information available on, functionality of or format on the Portal, in all cases in its absolute discretion.

Institution will procure that all of its authorized users acting on Institution’s behalf that access the Portal, are aware of and will act at all times in a manner consistent with the provisions of these Terms.
Portal Prohibitions
Institution agrees that it will not (and shall ensure those acting on its behalf do not) access or use the Portal to: (i) to reproduce, copy, store, transmit, display or distribute any information or data (including without limitation third party data) from the Portal (including copyrighted material) in any medium or via any method to any third party without WisdomTree Digital’s express written permission except, if applicable, to disseminate limited excerpts of information pertaining to Institution’s account holdings as required by applicable law or regulation; (ii) edit, change, decipher, decompile, attempt to reverse-engineer, disassemble, prepare any derivative work of or alter in any way any of the software and data comprising or in any way making up a part of the Portal; (iii) upload or transmit (or attempt to upload or to transmit) viruses, malware, Trojan horses, or other material that interferes with any party’s uninterrupted use of the Portal or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation or maintenance of the Portal; (iv) trick, defraud or mislead others, especially in any attempt to learn sensitive information such as login credentials; (v) engage in spamming, flooding, harvesting of email addresses or other personal information, spidering, screen scraping, database scraping, using any automated device, script or manual process, or any other activity, except as expressly permitted under these Terms; (vi) circumvent, disable or otherwise interfere with security-related features of the Portal; (vii) send unsolicited or unauthorized advertising or promotional materials via or using information obtained from the Portal; (viii) sublicense or sell access to the Portal; (ix) copy or adapt the Portal; (x) attempt to gain unauthorized privileges or access, or engage in activity that interferes with, disrupts, harms, damages or accesses in an unauthorized way the servers, security, networks, data, applications or other properties or services of the Portal; (xi) violate, misappropriate or infringe the rights of another, including privacy, publicity, intellectual property or other proprietary rights; and (xii) use the Portal in any way that violates these Terms, applicable law or regulation.
Intellectual Property Rights
WisdomTree Digital owns or has the necessary rights to provide Institution with access to the Portal. All information, graphics, content, interfaces, trade dress, service marks, logos, graphics, databases, software, APIs, technology and intellectual property are owned exclusively by WisdomTree Digital, its affiliates or the licensors or supplies of WisdomTree Digital and may be protected by applicable copyright or other intellectual property laws and treaties and subject to use restrictions under such laws or treaties. Institution and its authorized users, employees, officers and agents may not copy, distribute, attempt to reverse engineer, disassemble, modify, post, frame or “deep link” the Portal, including any text, graphics, video, audio, software code, user interface design or logos. The posting of information, documents or materials on or distributed or communicated via the Portal does not constitute a waiver of any right in such information and materials. Nothing contained in the Portal should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Portal without the prior written consent of WisdomTree Digital. Institution’s use of the trademarks displayed on the Portal, or any other content or image on the Portal, except as expressly permitted herein, is strictly prohibited.
Use of Data and Trademarks
Institution represents and warrants to WisdomTree Digital that it has all rights necessary to provide the information and data (including any personal data) entered into the Portal and that the use by WisdomTree Digital of such information and data will not infringe the intellectual property rights of any third party. Institution hereby grants WisdomTree Digital a worldwide, perpetual, irrevocable, royalty-free, fully sublicensable and freely assignable license to store, use, copy, display, disseminate and create derivative works from all information and data generated by, or entered into the Portal by Institution or its employees, officers or agents. WisdomTree Digital owns all right, title and interest in the aggregated market transaction data and WisdomTree Digital may retain, use, sell, transmit or redistribute to third parties such information and data, on an anonymized or aggregated basis only, for business or other commercial purposes. The Portal may contain third-party trademarks, marks, graphics, and logos. Institution acknowledges and agrees that it is not granted any right or license with respect to the WisdomTree Digital trademarks or the trademarks of any third-party.
Data Privacy and Security
You acknowledge that we may process non-public information that you have provided or in the future provide to us for purposes of accessing or continuing to access the Portal and Services. Accordingly, you represent and warrant that: 1) any disclosure of non-public information to WisdomTree Digital is accurate, complete, authentic and made in accordance with applicable privacy and data protections laws; 2) before providing non-public information to WisdomTree Digital, you have read and understood the WisdomTree Connect Privacy Policy (as may be amended from time to time); and 3) you will promptly read any updated versions of the WisdomTree Connect Privacy Policy provided to you before continuing your access to the Portal and Services. If you suspect that your WT Connect Account, password security details or any non-public personal or financial information has been compromised, or become aware of any fraud, attempted fraud or any other security incident (including a cyber-attack) affecting you and/or WisdomTree Digital, you must notify us as soon as possible and continue to provide accurate and complete information throughout the duration of the security incident. You agree to take any steps or proactive measures reasonably required by WisdomTree Digital to mitigate, manage or report any security incident. Failure to provide prompt notification of any security incident may affect the appropriate resolution of the matter.
Confidentiality
Information obtained by the Institution through the use of the Portal and information disclosed directly between Institution and WisdomTree Digital (together “Confidential Information”) shall be kept strictly confidential by Institution and each of its employees, officers and agents. Notwithstanding the foregoing Institution may disclose Confidential Information to any of its employees, officers, agents and professional advisers who have a bona fide need to know in connection with the use of the Portal, subject to compliance with these Terms. Confidential Information shall not include information held by a party that (a) was in that party’s lawful possession and without confidentiality restrictions before it was disclosed to that party by the other party; (b) the party obtains from a third party or which is otherwise in the public domain on an unrestricted basis other than through breach of these Terms or breach of any other obligation of confidentiality; (c) is developed by the party independently of the other and any information received by that party from the other; or (d) the party is required to disclose in accordance with applicable laws and regulations.
Warranty Disclaimer and Limitation of Liability
THE PORTAL, WEBSITE, API’S, AND ALL MATERIALS, DATA (INCLUDING WITHOUT LIMITATION THIRD PARTY DATA), INFORMATION AND OTHER CONTENT, AS WELL AS ANY PRODUCTS AND WEBSITES PROVIDED ON OR THROUGH THE PORTAL ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WISDOMTREE DIGITAL DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WISDOMTREE DIGITAL DOES NOT WARRANT, EITHER EXPRESSLY OR IMPLIEDLY, THE ACCURACY OR COMPLETENESS OF THE INFORMATION, DATA (INCLUDING WITHOUT LIMITATION THIRD-PARTY DATA), CONTENT, MATERIALS, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED ON THE PORTAL AND DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PORTAL WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PORTAL WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WISDOMTREE DIGITAL EXPRESSLY DISCLAIMS ALL LIABILITY FOR ERRORS AND OMISSIONS ON THE PORTAL AND FOR THE USE OR INTERPRETATION BY OTHERS OF INFORMATION CONTAINED ON THE PORTAL.

WISDOMTREE DIGITAL DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, THAT THE INFORMATION ON THE PORTAL WILL PRODUCE ANY PARTICULAR INVESTMENT OUTCOME OR RETURN. WISDOMTREE DIGITAL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF ANY MATERIAL ON THE PORTAL.

WISDOMTREE DIGITAL IS NOT RESPONSIBLE FOR AND WILL NOT BEAR ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOST PROFITS TO THE INSTITUTION, EVEN IF WISDOMTREE DIGITAL HAS BEEN APPRISED OF THE POSSIBILITIES OF SUCH DAMAGES, AND WHETHER OR NOT SUCH COULD HAVE BEEN FORESEEN OR PREVENTED. IN NO EVENT WILL WISDOMTREE DIGITAL’S LIABILITY TO INSTITUTION UNDER THESE TERMS AND IN CONNECTION WITH THE PORTAL EXCEED $100.
Indemnification
Institution agrees to indemnify, defend, and hold WisdomTree Digital, each of the WisdomTree Digital’s affiliates, directors, officers, employees, agents, licensors and suppliers harmless with respect to any and all suits, claims, demands, liabilities, losses, obligations, damages, costs, and expenses (including but not limited to, reasonable attorney’s fees and other legal expenses) arising out of, alleged to arise out of, or related to Institution’s or any of its employees, officers or agents breach of these Terms, including, but not limited to, any infringement of the copyright or intellectual property rights of WisdomTree Digital or any third-party; or any authorized or unauthorized or otherwise inappropriate use of the Services or any of the materials, data, software information, or content of the Portal. WisdomTree Digital shall have the right to injunctive relief to enforce its rights hereunder.
Disclosures Relating to the Funds
The Portal will display information about the Fund(s) and may also display certain data and analytics with respect to a Fund or with respect to funds generally. Please note that the Portal is not intended to provide any tax, legal, insurance or investment advice, and nothing on the Portal should be construed as a recommendation, by us or any third party, to acquire or dispose of any investment or security, or to engage in any investment strategy or transaction. Unless otherwise specified, you alone are solely responsible for determining whether any investment, security or strategy or any other product or service, is appropriate or suitable for you based on your investment objectives and personal and financial situation. You should consult an attorney or tax professional regarding your specific legal or tax situation.

ANY TRADE, TRANSACTION OR INVESTMENT IN SHARES IN A FUND WILL BE GOVERNED BY THE TERMS OF THE RELEVANT PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION OF THE FUND, AND NEITHER WISDOMTREE DIGITAL OR ITS AFFILIATES WILL HAVE ANY OBLIGATIONS OR RESPONSIBILITIES IN RELATION TO THE DISCHARGE OF THE OBLIGATIONS OF ANY PARTIES TO THOSE TRADES, TRANSACTIONS OR INVESTMENTS UNLESS PROVIDED FOR UNDER THE PROSPECTUS OR STATEMENT OF ADDITIONAL INFORMATION.

The prospectus, statement of additional information and current shareholder reports for each Fund (“Fund Documents”) may be located at www.wisdomtree.com/investments/digital-funds. Institution should read the Fund Documents carefully before making any investment decision.

WisdomTree Government Money Market Digital Fund is a money market fund registered under the Investment Company Act of 1940 and is designed to provide investors with a high level of current income consistent with preservation of capital and liquidity and the maintenance of a stable $1.00 net asset value (NAV) per share. Although the WisdomTree Government Money Market Digital Fund seeks to preserve the value of its shares at $1.00 per share, it cannot guarantee it will do so. An investment in the WisdomTree Government Money Market Digital Fund is not a bank account and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Dispute Resolution; Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES INSTITUTION AND WISDOMTREE DIGITAL TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES INSTITUTION AND WISDOMTREE DIGITAL FROM SUING IN COURT OR HAVING A JURY TRIAL. INSTITUTION AND WISDOMTREE DIGITAL AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. WISDOMTREE DIGITAL AND INSTITUTION ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.
1. Arbitration of Disputes. Except for disputes in which Institution or WisdomTree Digital seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, Institution and WisdomTree Digital waive their rights to a jury trial and to have any dispute arising out of or related to these Terms or the Services resolved in court. Instead, for any dispute or claim relating to these Terms or the Services, each party agrees to first contact the other party and attempt to resolve the claim informally by sending a written notice of the claim (“Notice”) to the other party by email or by certified mail addressed to 250 West 34^th Street, 3^rd Floor, New York, NY 10119 Attn: Legal Department. The Notice must (i) describe the nature and basis of the claim; and (ii) set forth the specific relief sought. If the parties do not reach an agreement to resolve the claim within 30 days after such Notice is received, then either party may submit the dispute to binding arbitration administered by the American Arbitration Association (“AAA”) or, under the limited circumstances set forth above, in court. All disputes submitted to AAA will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in New York, New York, in accordance with the then-current version of the AAA’s Consumer Arbitration Rules (“AAA Rules”).
2. For all arbitrations where the claims asserted are $25,000 or less, the arbitration shall be resolved according to the AAA’s Procedures for the Resolution of Disputes through Document Submission, and for all other arbitrations the following procedure will apply: (i) the arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate; (ii) any in-person appearances will be held at a location that is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, and (iii) if the parties are unable to agree on a location, such determination will be made by the AAA or by the arbitrator.
3. The parties agree that these Terms affect interstate commerce and that the enforceability of this Section 17 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the AAA Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator’s decision will follow these terms and will be final and binding. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
4. The arbitrator, WisdomTree Digital, and Institution will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. WisdomTree Digital and Institution agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and/or other materials that might be exchanged or the subject of discovery in the arbitration. WisdomTree Digital and Institution agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of discovery in the arbitration. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
5. The parties agree that for any arbitration that a party initiates, the initiating party will pay all AAA fees and costs. The parties agree that the state or federal courts of the State of New York and the United States sitting in New York, New York have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
6. Any claim arising out of or related to these Terms, the Portal or the Services must be filed within one year after such claim arose.
7. If any portion of this Section 17 is found to be unenforceable or unlawful for any reason, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 17 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 17; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 17 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 17 will be enforceable.
Governing Law and Venue.
Any dispute arising from these Terms and Institution’s use of the Services will be governed by and construed and enforced in accordance with the laws of the State of New York, except to the extent preempted by federal law, without regard to conflict of law rules or principles (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of the State of New York and the United States, respectively, sitting in New York, New York.
Compliance with Law; Taxes.
Institution is responsible for complying with all applicable laws related to its activities and other use of the Services, including without limitation any reporting obligations and payment of all applicable taxes. WisdomTree Digital does not deduct any amount for taxes for Institution when Institution enters an order using the Services, and Institution is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to any such order.
Other Permitted Disclosures and Compliance with Legal Process
1. Other Permitted Disclosures. We may share information concerning you:
  1. with our banks, affiliates, service providers and other financial institutions that we use or may use to process funds in connection with the Services;
  2. with law enforcement, regulatory authorities, tax authorities, self-regulatory organizations officials, or other third parties when we are compelled to do so by a subpoena, court order, binding government order, examination, investigation or similar legal procedure, or when we believe in good faith that the disclosure of your information is necessary to prevent physical harm or financial loss, to report suspected illegal activity or to investigate potential violations of these Terms or any other applicable policies;
  3. with third parties, such as vendors, agents, contractors and our advisors (e.g., legal, financial, business or other advisors), in order to administer the Services, including to verify your identity, conduct screening and perform due diligence checks;
  4. in connection with a merger, acquisition or other business combination; or
  5. as permitted or required by applicable law or regulation.
2. Legal Process. You agree and understand that WisdomTree Digital may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process, that WisdomTree Digital in good faith believes to be valid. WisdomTree Digital shall be under no obligation to contest the validity of any such document or process. WisdomTree Digital may, but is not required to, notify Institution of such process. WisdomTree Digital may charge Institution for associated costs, including attorneys’ fees. Institution agrees that WisdomTree Digital may honor any legal process, regardless of the method or location of service.
General Provisions.
1. Consent to Electronic Delivery of Documents and Notices. By using the Portal, you are providing your informed consent to electronic delivery of any and all notices and communications including transaction history and statements, trade confirmations, applicable tax forms, shareholder materials, regulatory information and communications (including Fund prospectuses, prospectus supplements, quarterly, semi-annual and annual reports, and proxy materials) and other information, documents, data and records concerning your relationship with WisdomTree Digital and transactions made via the Portal. Such notices and communications are deemed to constitute good and effective delivery to you when sent by us electronically via the Portal or other electronic means (e.g., email), whether or not actually or timely received or accessed, unless we receive actual notice to the contrary (by rejected email delivery notice or the like). Should you experience any difficulty opening a document electronically delivered by us, you will promptly notify us in order to allow us to make the required delivery or otherwise amend delivery. Failure to advise us of such difficulty within five (5) days after delivery shall serve as affirmation that you were able to receive and open the document. It is your responsibility to review all confirmations, statements, notices and other communications delivered to you electronically. You also agree to maintain a valid email address with us while using the Portal. If your email address changes, you agree to notify us of your new email address immediately.
2. Telephone and Electronic Communications. Institution understands and agrees that WisdomTree Digital may record and monitor any telephone or electronic communications with the officers, employees, or agents of Institution. Unless otherwise agreed in writing in advance, WisdomTree Digital does not consent to the recording of telephone conversations by any third party of the Institution. Institution acknowledges and understands that not all telephone or electronic communications are recorded by WisdomTree Digital, and WisdomTree Digital does not guarantee that recordings of any particular telephone or electronic communications will be retained or are capable of being retrieved.
3. Relationship of the Parties. WisdomTree Digital is an independent contractor for all purposes. Nothing in these Terms will be deemed or is intended to be deemed, nor will it cause, Institution and WisdomTree Digital to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either Institution or WisdomTree Digital to be treated as the agent of the other.
4. Assignment. Institution may not assign any rights or licenses granted under these Terms. WisdomTree Digital reserves the right to assign its rights without restriction, including without limitation to any WisdomTree Digital affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof is null and void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
5. Severability. If any provision of these Terms is determined to be invalid or unenforceable under any rule, law, or regulation of any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law, and the validity or enforceability of any other provision of these Terms will not be affected. These Terms does not waive rights that cannot be waived under applicable law.
6. Force Majeure. WisdomTree Digital is not be liable for delays, failure in performance, or interruption of the Services which result directly or indirectly from any cause or condition beyond its reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, embargoes, act of terrorists, civil disturbance, war, strike, or other labor dispute, fire, weather conditions, interruption, technical problems, hacking, spam, viruses or vandalism in telecommunications, Internet services, network provider or other infrastructure services, failure or other malfunction of equipment or software, breaches or failures by third parties, including banks, fiat currency conversion rate fluctuations, pandemics, epidemics, quarantines, other catastrophe, or any other occurrence which is beyond its reasonable control and does not affect the validity and enforceability of any remaining provisions.
7. Entire Agreement. These Terms and all other documents referenced herein, comprise the entire understanding and agreement between the parties as to the subject matter hereof, and supersedes any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of these Terms), between and among the parties. Section headings are for convenience only, and do not govern the meaning or interpretation of any provision of these Terms.
8. Survival. All provisions of these Terms which by their nature extend beyond the expiration or termination of these Terms will survive the termination or expiration of these Terms.