This User Agreement (the “Agreement”) is a legal agreement between Stockal Inc., a company having its registered office at 25 Broadway, New York, NY – 10004, United States of America (hereinafter “Licensor”) and you as the User (the “User”/ “Licensee”) who has a valid Software as a Service Agreement/User Subscription with the Licensor to access the Service (Hereinafter referred to as “Licensed Service”).
By downloading, installing, or accessing the Licensed Service the User agrees to be bound by the terms of this Agreement. If User does not agree to the terms of this Agreement, User should not install, copy, activate or access the Licensed Service.
The Licensed Service is a digital platform that could be offered directly or facilitated through distribution channels (hereinafter referred to as Partner(s)), managed and/or single account access to investors desires to invest across multiple global stock exchanges and executes trades via broker-dealers and/or clearing services companies (hereinafter referred to as Investment Partners) available to the User as part of the Service.
Stockal Inc. has appointed its affiliate(s) regulated by the Securities and Exchange Board of India (‘SEBI’) to act as the registered representative entity for KYC/CIP support (respectively ‘Know Your Customer’ and ‘Customer Identification Program’), On-Boarding and Customer Service provisions among other things. Stockal Inc. has engaged Drive Wealth LLC - which is regulated in the United States by FINRA, the SEC and is a member of SIPC - as its brokerage partner for the purposes of account opening, account holding, clearing and execution of orders and funds transferral among other things.
The date on which the Licensed Service has been downloaded or installed or accessed (whichever is earlier) on by the User shall constitute the effective date of the license (the “Effective Date”). The User hereby acknowledges and undertakes to additionally agree and abide by the terms and conditions of the Investments Partners associated with this Agreement.
- LICENSED SERVICE:
- Licensed Service means the subscription services for the digital platform provided by the Licensor to the User via www.stockal.com or any other app or website notified to the User by the Licensor from time to time, on a SaaS model. The Licensed Service may be wholly developed and owned by Stockal Inc. and may include third party software/services.
- The Licensed Service is licensed, not sold. Subject to the terms and limitations of this Agreement, Licensor hereby grants a non-exclusive, non-transferable license without rights to sublicense, to:
- Download, install or access Licensed Service.
- Use the documentation accompanying the Licensed Service in connection with permitted uses of the Licensed Service.
- User shall be solely responsible for adherence to all aspects of this Agreement and Terms of Service.
- User shall be solely responsible for all transactions/trades with Partners using the Licensed Service and understands that all investments are subject to certain risks.
- Licensor reserves the right to suspend any User Account that has not initiated any trading activity during a consecutive twelve-month period and may levy a monthly inactivity account fee for continued safekeeping of the Account.
- Licensor offers the Licensed Service on a subscription model, as set out in Annexure A and the access to the Licensed Service is subject to payment of the subscription fees by User.
- The subscription fees may include asset management fees and charges as agreed between User and the Partner, which will be collected on behalf of the Partner by the Licensor. The Partner shall be solely responsible for all asset management services.
- In addition subscription fees, User may incur – from time to time – brokerage fees related to the number of times trades are placed by the User and/or the number of units of securities purchased and/or the total amount of assets being traded. Such fees, collected by the Investment Partners, may be shared with the Licensor.
- User shall be solely responsible for User Account and assume financial responsibility with respect to all transactions in User Account, User investment decisions, payments for the Licensed Service, Partner Fees and Securities and Other Assets purchased for User(s) Account on or before due dates. User shall be responsible for all debits, costs, commissions and losses arising from any actions Licensor, its Agent(s) and Partner(s) must take to liquidate or close transactions in User Account, or from User failure to make timely good delivery of Securities.
Please click here to refer to the refund policy.
- BACKGROUND CHECKS:
User authorizes Licensor and any agent/partners to conduct background checks concerning User, and to use, verify and confirm any and all information provided. User also authorizes Licensor and any of its or their affiliates, to share among themselves such information and any other confidential information Licensor or its affiliates may have about User or User Account. User agrees that without notifying User, Licensor and its agents, Partner(s) may conduct additional background checks in connection with any review, renewal or extension of User Account.
- USER ACCOUNTS:
User shall be responsible for User Account password and taking reasonable steps to protect and monitor for unauthorized access to User Account. If User believes that User Account has been compromised due to a breach of cyber security, or in any other way, Licensee undertakes to immediately notify Licensor so that appropriate action can be taken. If Licensor reasonably believes that User Account has been compromised due to a breach of cyber security, Licensor reserves the right to take immediate action to protect User Account and the Licensed Service.
The Brokerage account created by the User will be held at one of the Investment Partners of the Licensor. The details of the said Investment Partner will be provided to the User whenever such brokerage account is created and approved.
- USER REPRESENTATIONS:
- User represents that he or she understands the terms of the Investment Partner and applicable law relating to delivery of all Securities and Other Assets, transaction denominated in a foreign currency, transfer of Restricted Securities, inactive and abandoned accounts/property, Consent to Electronic Delivery of Communications and Regulatory Information.
- User will not permit any unauthorized person make a transaction on User Account and shall be solely liable for all such transactions.
- User authorizes Licensor, its Agent(s) and Partner(s) in order to protect their respective interest and to satisfy User obligations, in their discretion and without prior demand or notice, transfer, sell or otherwise liquidate all or any part of the Securities or Other Assets in User Account, to satisfy User obligations or closing any or all Transactions in User Account.
- INTELLECTUAL PROPERTY IN THE LICENSED SERVICE:
User acknowledges that no title to the intellectual property in the Licensed Service is transferred to User from Licensor under this Agreement. User further acknowledges that all right, title, and interest in and to the Licensed Service and any know-how contained therein shall remain Licensor’s exclusive property. User agrees that it shall not remove any trademark, copyright, or other proprietary notices on or in any portion of the Licensed Service as delivered and that User shall reproduce all such notices on and in all authorized copies.
The User shall treat the Licensed Service like a reasonably prudent person or entity would treat copyrighted material. User shall not copy or use the Licensed Service except as is otherwise expressly permitted below. Moreover, the Licensed Service as provided to the User shall be deemed “confidential” as is set forth herein.
User shall not distribute, share, rent, resell, lease, sublicense or otherwise disclose or transfer the Licensed Service to any third party. The Licensed Service and Licensed Modules contain Licensor’s trade secrets, and to protect those trade secrets and Licensor’s interest in the Licensed Service generally, User agrees that it shall not reverse engineer, decompile, translate, or disassemble the Licensed Service or any Licensed Module, in whole or in part, nor to permit any third party to do so, or to copy or distribute the documentation to any third party. Any failure to abide by the restrictions set forth in this Section shall expressly constitute a material breach of this Agreement and lead to termination of this Agreement at the Licensor’s discretion.
- Licensor may terminate this Agreement if User fails to comply with any term of this Agreement or Terms of Service or have not paid any fees that are due and payable to Licensor or Partner(s).
- In the event of termination, User must not attempt to access or make any copies of the Licensed Service.
- APPLICABLE LAWS & GOVERNMENT RESTRICTIONS:
- The installation, activation and use of the Licensed Service is subject to all applicable Government regulations in the jurisdiction of the user. User shall be solely responsible to ensure complete legal compliance with all pertinent laws, regulations, ordinances and associated promulgations including but not limited to export and re-export regulations arising out of the installation, activation and use of the Licensed Service.
- User access to the Licensed Services shall be subject to compliance with all applicable laws, Licensor’s Terms of Service and the terms and conditions of service of Investment Partners.
- Applicable laws shall include laws of USA, India and the jurisdiction User accesses the Licensed Service and the rules and regulations of applicable federal, state and self-regulatory agencies, including but not limited to, the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), the U.S. Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority (“FINRA”), Reserve Bank of India and the constitution, rules, regulations, customs and usages of the exchanges, markets and clearing agencies where transactions are executed, cleared and settled for the User Account.
- The Licensed Service is provided on an “as is” basis. Use of the Licensed Service is at Licensee’s own risk. Licensor makes no warranty that the use of the Licensed Service will be continuous, uninterrupted, bug-free, error-free, virus-free, free of defects, free of technical problems, nor that it will meet all of Licensee’s needs. To the extent permitted by law, Licensor expressly disclaims all other warranties, conditions, results, guarantees, or representations with respect to the Licensed Service, whether express or implied, including but not limited to the implied warranties of merchantability, merchantable or satisfactory quality, fitness for a particular purpose, non-infringement of third party rights, or arising from the course of performance, course of dealing, or usage of trade. Licensor does not warrant that all errors, bugs, or defects can or will be corrected or that the Licensed Service will operate bug-free, error-free, continuously, or uninterrupted.
- The Licensor does not advise nor act as an agent or broker for the investment opportunities.
- User understands and acknowledges that Licensor provides no tax, legal, or investment advice of any kind, nor does Licensor give advice or offer opinions with respect to the nature, potential value, or suitability of any securities transaction or investment strategy in User Account. User will not hold, nor seek to hold, Licensor or any of its officers, directors, employees, agents, subsidiaries or Affiliates liable for any trading or other investment losses incurred in User Account.
- LIMITATION OF LIABILITY:
- LICENSOR’S RESPONSIBILITY IS LIMITED TO PROVIDING A DIGITAL PLATFORM IN ORDER TO ENABLE CLIENTS TO EXECUTE INVESTMENTS THROUGH PARTNER(S) AND BY MAKING AVAILABLE ALL NECESSARY TRANSACTION REPORTS.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE PRECEDING LIMITATION MAY NOT APPLY TO YOU.
- LICENSOR'S LIABILITY UNDER THIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED $5,000 OR THE TOTAL USER SUBSCRIPTION FEES PAID FOR THE LICENSEE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE. THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- GOVERNING LAW, JURISDICTION AND ARBITRATION:
This Agreement is governed by the laws of Bangalore without regard to conflict of law principles and courts in Bangalore shall have exclusive jurisdiction. Any and all disputes or controversies arising out of or in connection with the performance or non-performance of the software shall be referred for arbitration. Any such arbitration proceeding shall be held in Bangalore.
- FORCE MAJURE:
The Licensed Service is subject to the inherent risks of Online trading including those relating to system response and access times that may be affected by various factors, including but not limited to market conditions and system performance. User should understand such risks before accessing the Licensed Service and trading.
This Agreement is the entire agreement between Licensor and Licensee and supersedes terms of any purchase orders and any other communications or advertising with respect to the Licensed Service. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. This Agreement may only be modified by a written agreement signed by authorized representatives of Licensor and Licensee and as mutually agreed by the Parties.
- CONTACT INFORMATION:
Notice and correspondence concerning this Agreement and its implementation and usage may be directed to Stockal Inc. at firstname.lastname@example.org