Terms of Service

At Stonks, our mission is to connect top-quality companies and founders with all levels of investors, and enable those investors to own a piece of companies they believe in. If it is entertaining on top of that, even better!

We all know that the ToS is a great page for lawyers to rack up billable hours while they flex on the rest of us. Lots of jargon, definitions, boilerplate, and scary-sounding language about how you “agree to be legally bound” and “severability.” Nobody really reads them until something goes wrong, and by then they need a magnifying glass and a law degree to sort out the fine print.

Our ToS have all that too (those lawyers are very convincing), and you can read them all below. At the top, we’ll make a bit of a tl;dr for those of you too busy finding your next investment to read through a bunch of legalese.

Here are some of the highlights (although all the terms below do apply):

All users: Apes together strong: everyone on Stonks is a valuable part of the community, and we want everyone to feel welcome here.

• Using this site means you accept these terms: if you don’t agree, don’t use the site. This includes accepting the privacy policy. 🤝
• We reserve the right to update or change these terms at any time. If you keep using the site after the terms change, that means you accept the new terms. 🤝 🤝
• Use the site at your own risk, including any links included on this site.
• You must be 18 years or older to use the Services offered on this Site. 👨‍🦳👩‍🦳
• Don’t be a jerk: no illegal or unethical activity, no harassing or spamming other users or employees, no stealing data from people, no trying to hack Stonks, and no copying or reposting information from this site without permission. 🚯
• We can remove you from the platform at our discretion. 🔨
• Use of the Site grants Stonks a royalty-free license to use any Content you provide to the public portions of the Site—including but not limited to pitch decks, video recordings, comments in communication channels, and participation in recorded live shows on the Stonks Platform. 🎥

Founders: the backbone of the startup economy: without these brave entrepreneurial souls, Silicon Valley would still be a bunch of farmland, and Stonks probably wouldn’t exist.

• You can post info about your company to Stonks, but be careful: you never know who might see it. 👀
• Don’t post false or misleading information about your company: investors will not appreciate it, and neither will we. The SEC might have a problem with that sort of thing, too.🤥
• No companies that directly compete with Stonks. 🦍

Investors: the fuel for the engine of innovation: good ideas take time (and money) to come to fruition, and without investors believing in those ideas we’d all just be dreaming of a better world instead of building it.

• For now, you have to be an accredited investor to invest on Stonks. There will be a test! If you are located outside the US, you still need to meet US accreditation standards. 💰
• Do your own due diligence for any companies on the Platform: neither Stonks nor Show Hosts provide investment advice. 🔍
• Follow through! Repeated failure to fulfill capital calls may earn you a ban. 💸
• Keep it secret, keep it safe: no sharing confidential information off the platform. 🙊

These terms are effective as of 5th August 2021.

If you have any questions, you can email us at legal@stonks.com. Stay Stonky.

And now, the fun legal part:

Stonks, Inc., along with its wholly-owned subsidiary Stonks Advisors, LLC (collectively, “Stonks”, "we," "us," "our," or the "Company") operates the website located at https://stonks.com/ (the “Site”). This Site allows certain qualified individuals seeking to invest (“Investors”) to search for and invest in Regulation D (“Reg D”) investment opportunities into innovative technology companies (“Startups”) on the Site, and for other users (“Viewers”) to create accounts to view and participate in livestreamed and pre-recorded shows (“Shows”).

Introduction

Welcome to Stonks! We are a platform where Startups can show off their products to the world and meet sophisticated investors to raise funding; where Investors can find new investment opportunities into non-public companies; and where everyone can see the next big thing coming out of Startupland.

Users of this website may open an account as a “Founder” (who lead a Startup looking for advice and an introduction to potential investors), as an “Investor” (who must complete our accredited investor questionnaire), as a “Viewer” (who can see all the shows and comments made in Startup pitches and participate in communication channels), or they may view Content made available to the general public.

The capital raising process presents significant regulatory considerations, and this Agreement sets forth terms on which all users interact throughout our platform.

FOUNDERS: If you create an account as a Founder, you are welcome to upload information about your business plan—including information you consider confidential—to https://stonks.com (the “Site”), and to designate which Investors may see that information (either by listing specific Investors or by indicating categories of Investors). We will do our best to display information you have designated as confidential only to Investors that you want to be able to view it, but we cannot guarantee that those Investors actually fit within the categories under which they have identified themselves, or that Investors who see your confidential information do not distribute it. While we take industry-standard security precautions, we cannot guarantee that there will never be a software bug or a hacker attack that allows unauthorized viewing of material.

INVESTORS: You may only create an Investor account on the Site if you are a sophisticated investor with personal or professional experience investing in early-stage companies. You must understand the risks of such investments, including the high probability of loss and the long timeframes involved in which an investment is not liquid. You must be accredited as defined by the SEC, and financially savvy enough to look out for your own interests. As an Investor, you may invest in one or more offerings on the platform. In the course of participating as investment opportunities through the Site, you may view confidential information: do not share this information outside the platform (other than with your counsel or financial adviser for purposes of financial planning). You will also be able to select what kinds of Founders and Startups you would like to see, although we cannot promise to show you only or all Founders and Startups that meet your criteria.

VIEWERS: Stonks may host certain livestreams or pre-recorded shows (“Shows”) wherein a Founder or third-party Host pitches their Startup to Investors in hopes of obtaining funding from accredited investors. If you do not qualify as an accredited investor, you may still be able to create an account to watch and comment on these Shows to a certain extent as allowed by Stonks and the Founder or Host. Stonks will moderate any public communication channels for abusive content, and reserves the right to remove anything that we deem a violation of our terms of service.

GENERAL USERS: Some portions of the Site may be visible to users who have not signed up as either Founders, Investors, or Viewers. Those users are still bound by this agreement.

By using Stonks, including by viewing content on the Site or using the mobile application, you are agreeing that you, and each person you allow to access Stonks through your account, will abide by the terms of this Terms of Service (“Agreement”), which is set forth in its entirety below. This Agreement is between you and Stonks, and it governs your access to and use of the services, websites, and applications offered by us (the “Services”). Your access to and use of the Services are conditioned on your acceptance of and compliance with this Agreement.

The Site is not directed to any person in any jurisdiction where the publication or availability of the Site is prohibited. If the Site or the Services are prohibited in your region, do not access them.

INTRO TO SECURITIES LAW

Startup funding is governed by securities laws administered and enforced by the Securities and Exchange Commission (“SEC”). These laws can be complicated, but in general, they aim to protect unsophisticated investors from making very bad decisions (sorry, r/WallStreetBets!). Securities sold in the United States must be registered with the SEC, unless the sale complies with an exemption. Offerings on Stonks rely on exemptions from registration (more specifically, Rule 506(b) and 506(c) of Regulation D), which allows Startups on the Platform to raise funding without having to register with the SEC, provided they follow all the associated rules.

The US is not the only one regulating these types of securities: many states and foreign countries have their own laws as well. Stonks does not provide legal or investment advice: you must make your own assessment regarding regulatory requirements as they apply to you.

USER OBLIGATIONS

Like we said: don’t be a jerk. By using the Site, you promise to act responsibly, and confirm that:

• You have the ability to enter into this Agreement: this includes on your own behalf or on behalf of any entity for whom you are acting;
• You will abide by all the terms and conditions;
• You are at least 18 years old;
• You will not try to impersonate anyone on this site;
• You will be responsible for keeping your password secret;
• You will act like a professional in interactions with Stonks or other Users;
• You will not promote any stocks on this site without fully disclosing any potential conflicts of interest;
• You will only post Content to Stonks that you have a right to post;
• All user-generated Content on Stonks is the sole responsibility of whoever posted the Content; Stonks does not endorse any user-generated Content posted via the Services.

FOUNDER OBLIGATIONS

As a Startup ourselves, we know that Silicon Valley can sometimes feel like a cold and unforgiving place. We want Stonks to be a Platform where the best Startups can pitch their ideas directly to Investors and get funding fast so they can get back to changing the world.

However, with great power comes great responsibility: as a Founder on Stonks, we (and our Users and Investors) expect 100% honesty and transparency from you. This does not mean you need to post every single detail about your company in your pitch deck, just that you should be real with Investors about your goals and the risks involved with investing in your company. Also, don’t be that Founder that pretends to be someone else hyping up the product: if someone affiliated with your Startup is promoting it, the people deserve to know the extent of that affiliation.

INVESTOR OBLIGATIONS

Stonks wants to help you find and fund the next generation of world-changing Startups. However, we do not provide any investment advice; nor do we endorse or recommend any of the Startups on the platform (we love them all equally). Any Content posted on the Site, whether by Stonks or by other Users, should not be viewed as advice or recommendation. Be smart with your money!

If you are approved as an Investor, you confirm that:

• You will only invest in a Startup offered through the Site after carefully reviewing the terms and related documents of the offering (#DueDiligence);
• You will use your own judgment when deciding to invest (#YOLOResponsibly);
• You will be solely responsible for complying with laws regarding any transaction, whether US or foreign;
• You will obtain outside advice as needed to protect your interests (e.g. legal, tax, accounting, etc.)
• You are aware of the risks of Startup investing (e.g. that your investment may not be liquid for a long time, and there is a high chance it will go to zero) ;
• You will not copy or share any confidential information, or use any confidential information for investment purposes outside of Stonks;
• You will not use Stonks to market your own competing services.

Any Content created by a User that is affiliated with a Startup raising money on the platform should be expressly identified (i.e. no Founders secretly hyping up their own Startup, and no paid promoters pretending to be organic).

INDEMNIFICATION

You agree to defend, indemnify and hold harmless Stonks and its affiliates, representatives, partners, agents and employees from and against any and all liabilities, claims, costs and expenses, including attorneys' fees, that arise out of or in connection with your use of the Site and/or the Services or breach of these Terms.

You understand that Stonks Employees and Affiliates may participate in the Services as Founders or Investors, and that Stonks is not responsible for any of their activities, including statements or other information in any emails or other communications such individuals make in that capacity.

OTHER USER OBLIGATIONS

You are granting Stonks a license to publish, modify, and otherwise use all Content you submit to Stonks, including any comments, forum posts, content shared with other Users, and recordings of live shows on the Platform. Stonks may use this Content to provide the Services to you or other Users, or for promoting or marketing the Services. This Content may be viewable by other users of the Services and through third party services and websites. You should only provide Content that you are comfortable sharing with others. By submitting Content to the Site, you represent that you have the right to submit that content (e.g. copyright).

Stonks has no obligation to pay you for your activity on the Site or for use of Content that you submit to the Site, nor to display any of your Content.

Stonks has no obligation to monitor or edit the Services (including messages initiated by individuals, regardless of whether those individuals are otherwise associated with Stonks) and that the Site may contain Content which you find offensive or which is untrue or misleading. You hereby waive any objections and claims you might have with respect to viewing such content.

While we want to keep the Site as hip and modern as possible, you agree that this Agreement does not entitle you to any support, upgrades, updates, add-ons, patches, enhancements, or fixes for the Services (collectively, “Updates”). Stonks, however, may occasionally provide automatic Updates to the Services at its sole discretion (with or without any advance notification to you). Any such Updates for the Services shall become part of the Services and subject to this Agreement.

PRIVACY AND PROTECTION OF PERSONAL INFORMATION

Privacy & Cookies Policy.  Here at Stonks, we value your privacy (as well as your gains). Please review our Privacy & Cookies Policy [LINK] to learn more about how we collect and use information about you via the Services. The Privacy & Cookies Policy explains how Stonks treats your personal information and protects your privacy when you access Stonks and use the Services.

Amendments to the Privacy & Cookies Policy. We may amend the Privacy & Cookies Policy at any time in our sole discretion, effective when posted at www.stonks.com/privacy, or by communicating these changes through any contact method we have established with you. Your use of the Services following the new effective date will constitute consent to such amendments to the extent they do not have retroactive applicability.

COMPANY SERVICES AND LICENSE

License to Use the Service. All right, title, and interest in and to the Services (excluding Content provided by users) is and will remain the exclusive property of Stonks and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly provided herein, nothing in this Agreement gives you a right to use the Stonks name or any of the Stonks trademarks, logos, domain names or other distinctive brand features. Subject to the terms of this Agreement, Stonks grants to you a non-assignable, non-exclusive, non-transferable, non-sublicensable, revocable limited license to use the Services and related software for your reasonable internal business purposes in accordance with the Agreement and any other guidelines and requirements that we may implement, provided that you:

• do not use the license to engage in any commercial activity;
• do not modify the Content, except as described below;
• attribute Stonks with a human and machine-followable link (an anchor tag) linking back to the page displaying the original source of the Content on Stonks;
• make a reasonable effort to update a particular piece of Content to the latest version on Stonks; and
• make a reasonable attempt to delete Content that has been deleted on Stonks.

No Claim to Any Rights in Your Information. We are promising not to claim any ownership interest in the Content provided by you to us solely because you have provided it, although we will claim a license sufficient to display such items through Stonks in connection with our Services.

All New Investors Must Complete an Investor Questionnaire. We will require all new users of Stonks who identify themselves as Investors to complete an Investor Questionnaire. We have designed the questionnaire to make Investors think about whether they really are accredited and sophisticated, but we do not verify the representations they make unless they subsequently invest in an offering under Rule 506(c) of Regulation D.

Company Will Display Content and Allow Communications Based on Filters. When you have an account with Stonks, you are able to set a variety of filters that control who can see what information. While we will not intentionally violate those filters, we cannot guarantee that there will never be a software bug or a hacker attack that will allow unauthorized viewing of material or unsolicited contacts to occur.

RESERVATION OF THE COMPANY'S RIGHTS

Right to Control Content. While Stonks may monitor or control the Content posted via the Services, our failure to exercise this right does not give you any right to make a claim against Stonks. Any Content that has been uploaded through the Services may be deleted at any time without notice to you.

Right to Discontinue the Services. Stonks reserves the right to discontinue the Services or to change the Services in any way and at any time, with or without notice to you, without liability.

Right to Terminate User Access. Stonks reserves the right to terminate your access to the Services without notice and, if you violate this Agreement, to pursue other remedies. We may delete your account for any reason, and if we delete your account you will lose all access to any information or other features associated with your account.

Right to Refuse or Cancel Registration. Stonks has the right to refuse to set up or to cancel your user account at its sole discretion for any reason. In addition, we reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services and to terminate users or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information (including Content) as we reasonably believe is necessary to:

• satisfy any applicable law, regulation, legal process or governmental request;
• enforce this Agreement (including investigation of potential violations);
• detect, prevent or otherwise address fraud, security, or technical issues;
• respond to user support requests; or
• protect the rights, property or safety of Stonks, its users and the public.

User Acknowledgement. You acknowledge that Stonks is exempt from liability for any claim related to its termination of an account, disabling of access to Content, or removal of any Content, including material it believes to violate this Agreement. This exemption from liability will stand regardless of whether the removed or disabled material ultimately is determined to be infringing or prohibited, and regardless of whether such removal or disabling reduces the value of any Content or opportunities that might otherwise have been available to you. By using the Services, you agree that notice via email to the email address Stonks has on file for you constitutes reasonable efforts to notify you of any removal or disabling if such notice is required.

Comments, Feedback, Suggestions, Ideas, And Other Submissions. Stonks may provide functionality for you to chat with other users, post comments and questions, participate in live or recorded video events, create or distribute content through the Services, and more. Any such material you transmit through the Services will be treated as non-confidential and non-proprietary. You hereby grant Stonks a nonexclusive, worldwide, royalty-free, perpetual, transferable, and fully sublicensable license to use any and all such submissions to Stonks. For more information, see our Privacy & Cookies Policy [LINK].

LIMITS ON THE COMPANY'S OBLIGATIONS

• We are not obligated to introduce you to any Founder, Investor, or Viewer.
• We are not responsible for doing diligence on the Founders, Investors, Viewers or other users you meet through Stonks, or for verifying any representations, materials or other information provided by Founders, Investors, Viewers or other users to you.
• We do not recommend any Startups for investment or verify the accuracy of information provided by Startups on the Site or in our emails. In particular, we do not act as an investment adviser to any Investors, and no part of this Site is intended to constitute investment advice.
• We are not obligated to monitor or enforce any intellectual property rights that may be associated with Content you provide to us, but Stonks does have the right to enforce such rights through any means it sees fit.
• We do not control or endorse the Content, messages or information found in the Services or external websites that may be linked to or from Stonks and, therefore, Stonks specifically disclaims any responsibility for such Content.
• We are not obligated to accept, display, review, verify, monitor or maintain any Content submitted by users. We have the right to move or delete Content from the Services without notice for any reason at any time.

COPYRIGHT POLICY

At Stonks, we hope that all Founders can receive funding for their work, but we insist that everyone receive credit for their work. We respect the intellectual property rights of others and expect our Users to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. The Digital Millennium Copyright Act (“DMCA”) provides recourse to copyright owners who believe that their rights under the U.S. Copyright Act have been infringed by acts of third parties over the Internet.

If you believe that your copyrighted work has been used on Stonks without your authorization, please notify us as soon as possible by sending an email to legal@stonks.com with the following information:

• identification of the material that is claimed to be infringing, and information to help us locate the material;
• identification of the copyrighted work claimed to have been infringed;
• your contact information;
• a statement that you have a good faith belief that use of the material is not authorized;
• a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner; and
• a physical or electronic signature of the copyright owner or a person authorized to act on their behalf.

TERM AND TERMINATION

This Agreement will remain in full force and effect while you use any of the Services. You may terminate this Agreement at any time by deleting all Content you have provided to Stonks and ceasing to use the Services. Stonks may terminate this Agreement at any time, particularly if you are suspected of violating any provision of this Agreement. Any provision of this Agreement which by its nature is designed to survive termination shall survive any termination or expiration of this Agreement.

DISCLAIMERS; LIMITATIONS; WAIVERS OF LIABILITY

YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER THE LAWS APPLICABLE TO TERMS OF SERVICE WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “COMPANY PARTIES”) WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, BUG-FREE OR ERROR-FREE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICES UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT THE COMPANY PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES AND OPERATORS OF EXTERNAL WEBSITES, AND THAT THE RISK OF THE SERVICES AND EXTERNAL WEBSITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

Stonks is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or media players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to your or to any other person’s computer, mobile phone or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the Services, including any mobile software. Under no circumstances will Stonks be responsible for any loss or damage, including any loss or damage to any content or personal injury or death, resulting from anyone’s use of the Services, any Content or third party applications, software or content posted on or through the Services or transmitted to users or any interactions between users of the Services, whether online or offline.

We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content thereon or any content you receive as a result of your relationship with Stonks. Stonks will not be responsible or liable for any harm to your computer system, loss of data or other harm that results from your access to or use of the Services or any Content. You also agree that Stonks has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from Stonks or through the Services, will create any warranty not expressly made herein.

UNDER NO CIRCUMSTANCES WILL ANY COMPANY PERSON BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID THE COMPANY IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.

To the extent any provision(s) relating to arbitration, disclaimer, waiver of liability or any other rights and obligations set forth herein is not permissible or enforceable under foreign laws as applied to users from such foreign jurisdictions, each such provision shall be deemed removed and invalid, but all remaining provisions shall be in full force and effect.

DISPUTES WITH OTHERS

We reserve the right, but have no obligation, to monitor and/or manage disputes between you and other users of the Services. If you have a dispute with other users, you release Stonks and hereby agree to indemnify Stonks from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of, or in any way connected with, such a dispute.

ARBITRATION

Informal Negotiations. You and Stonks agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 30 days before initiating any arbitration. Such informal negotiations begin with written notice: you send notice to legal@stonks.com, Stonks will send notice by email to the email address provided by you in connection with your use of the Services.

Binding Arbitration at Option of Either Party. If you and Stonks are unable to resolve a Dispute through informal negotiations, either you or Stonks may elect to have the Dispute (except those Disputes expressly excluded below) resolved by confidential binding arbitration, and not in a class, representative, or consolidated action or proceeding. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, Stonks will pay all arbitration fees and expenses. The arbitration may be conducted, at the option of the claimant, either in person or by video conference. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged within a reasonable period of time (not to exceed 30 days) if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and Stonks may litigate in court to compel arbitration, stay proceedings pending arbitration or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. Judgment upon any award rendered by the arbitrator(s) may be entered and enforcement obtained thereon in any court having jurisdiction. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Each party shall have the right to participate by video conference in order to minimize travel and expense burdens. Subject to Section IX of this Agreement (Disclaimers; Limitations; Waivers Of Liability), the arbitrator shall have authority to grant any form of appropriate relief, whether legal or equitable in nature, including specific performance.

Restrictions/No Class Actions. You and Stonks agree that any claim brought in connection with a Dispute will be brought between Stonks and you individually, and that you may not assert any such claim against Company as plaintiff or class member in any purported class or representative proceeding. To the fullest extent permitted by law:

• no arbitration shall be joined with any other;
• no Dispute between you and Stonks is to be arbitrated on a class-action basis or use class action procedures; and
• you may not bring any Dispute in a purported representative capacity on behalf of the general public, other users of the Services or any other persons. If this specific provision is determined to be unenforceable, then the entirety of this Section XI (Arbitration) will be null and void.

Exceptions to Informal Negotiations and Arbitration. You and Stonks agree that the following Disputes are not subject to the above provisions concerning informal negotiations and arbitration:

• any Disputes seeking to enforce or protect, or concerning the validity of, any of your or the Company’s intellectual property rights; and
• any claim for injunctive relief.

Effect of Changes on Arbitration. If Stonks changes any terms of this section after the date you first accepted the Agreement, you may reject any such change by sending us written notice by email to legal@stonks.com within 30 days of the date such change became effective, as indicated in the “Last Updated” date below or in the date of Company’s email to you notifying you of such change (whichever is earlier). By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Company in accordance with the terms of this section as of the date you first accepted the Agreement (or accepted any subsequent changes to the Agreement).

AVAILABILITY

Stonks operates and controls the Services from its offices in the United States, and makes no representation that the Services are appropriate or available in other locations. The information provided on or through the Services is not intended for or use by any person or entity in any jurisdiction or country where such use would be contrary to law or regulation or which would subject Stonks to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws.

Certain information provided by Founders or Investors may be subject to U.S. export controls. Thus, no such materials may be downloaded, exported or re-exported:

• into (or to a national or resident of) any country to which the United States has embargoed goods; or
• to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List.

By downloading any material available through the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country, or on any such list. The parties specifically disclaim application of the United Nations Convention on Contracts for the International Sale of Goods.

GENERAL

WAIVER AND SEVERABILITY

The failure of Stonks to require or enforce strict performance of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver of our right to assert any such provision or right in that or any other instance. Stonks may choose to enforce certain portions of this Agreement more strictly or to interpret certain provisions more strictly against certain users than it does against users in general, and such disparate treatment shall not be grounds for failing to comply with all this Agreement as so interpreted.

You and Stonks agree that if any portion of this Agreement is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of this Agreement, which shall continue to be in full force and effect. If any portion of the Arbitration section above is found to be illegal or unenforceable, then neither you nor Stonks will elect to arbitrate any Dispute falling within that portion of said section and such Dispute shall be decided by a court of competent jurisdiction within San Francisco County, California, and you and Stonks agree to submit to the personal jurisdiction of that court.

Injunctive Relief. Stonks shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages.

Amendments to this Agreement. We may amend this Agreement at any time in our sole discretion, effective upon posting the amended Terms of Service at twww.stonks.com/terms where the prior version of this Agreement was posted or by communicating these changes through any contact method we have established with you. Your use of the Services following the date on which such amended Terms are published will constitute consent to such amendments. Neither the course of conduct between the parties nor trade practice will serve to modify this Agreement.

Venue and Governing Law. This Agreement and all aspects of the Services shall be governed by and construed in accordance with the internal laws of the United States and the State of Delaware governing contracts entered into and to be fully performed in Delaware (i.e., without regard to conflict of law’s provisions) regardless of your location (except that the Arbitration section of this Agreement shall be governed by the Federal Arbitration Act). For the purpose of any judicial proceeding related to arbitration, or if for any reason a claim proceeds in court rather than in arbitration, you hereby submit to the non-exclusive jurisdiction of the state and Federal courts sitting in San Francisco County, California, and agree that service of process in such arbitration or court proceedings shall be satisfactorily made if sent by certified, express, or registered mail addressed to it at the address set forth in the books and records of Stonks, or by email to the email address provided by the relevant party in connection with its use of the Services. With respect to any Disputes not subject to informal dispute resolution or arbitration, you agree not to commence or prosecute any action other than in the state and federal courts located in San Francisco County, California, and you hereby consent to, and waive all defenses of, lack of personal jurisdiction and forum non conveniens with respect to the venue and jurisdiction in the state and federal courts located in San Francisco County, California. To the extent non-U.S. laws mandate a different approach with respect to governing law, venue, statute of limitation, and dispute resolution method with respect to certain non-U.S. persons, each such required standard shall be applied, but all other provisions under this section shall remain in full force.

Verification Documentation; Waiver of Execution Defenses. Upon the Company’s request, you will furnish Us with any documentation, substantiation, or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against Stonks by virtue of having drafted it. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing to execute this Agreement.

Prohibition of Assignment. You may not assign this Agreement without the Company’s prior written consent; any such attempted assignment will be null and void.

Entire Agreement. This Agreement contains the entire understanding of you and Stonks, supersedes all prior understandings of the parties, and cannot be changed or modified by you except as posted on the Services by Stonks. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

Statute of Limitations. You and Stonks both agree that regardless of any statute or law to the contrary—but only to the extent permissible by law in each relevant jurisdiction—any claim or cause of action arising out of or related to use of the Services, this Agreement, or our Privacy & Cookies Policy [LINK] must be filed within ONE YEAR after such claim or cause of action arose or be forever barred.

No Third Party Beneficiaries. This Agreement is between you and Stonks. No user has any rights to force Stonks to enforce any rights it may have against any you or any other user, except to the extent that Founders may enforce their own intellectual property rights related to Content offered through the Services.

Government Use. If you are a part of an agency, department or other entity of the U.S. Government (“Government”), the use, duplication, reproduction, release, modification, disclosure, or transfer of any of our products or Services is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Services and any related software is a “commercial item,” “commercial computer software” and “commercial computer software documentation.” In accordance with such provisions, any use of the Services by the Government shall be governed solely by this Agreement.

California Users and Residents. Under California Civil Code Section 1789.3, California users of the Services receive the following specific consumer rights notice:

“The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.”