User License Agreement - OTC

User License Agreement

This User License Agreement (“Agreement”) is a legal agreement between Borderless Investing Inc., (“Borderless Investing”), the owner of the Stockal digital platform, a company having its registered office at 919 North market Street, Suite 950, City of Wilmington, County of New Castle, Delaware 19801, , United States of America and its affiliates ( “Licensor”) and you as the user ( “Licensee” ) who holds a valid ‘Platform Software as a Service’ ( “PaaS”) user subscription with the Licensor to access the service described below ( “Licensed Service”).

By downloading, installing, or accessing the Licensed Service, Licensee acknowledges that he or she has received, read, understands and agrees to be bound by the terms of this Agreement, including any amended terms and conditions, disclosures and disclaimers published on the Licensed Service. If Licensee does not agree to the terms of this Agreement, Licensee should not install, copy, activate or access the Licensed Service.

This Agreement shall not become effective until accepted by Licensor, and such acceptance may only be evidenced by internal records maintained by Licensor. Licensor may amend this Agreement periodically by posting a revised version in its disclosure library and updating the Effective Date. The updated version will be effective as of the updated “Effective Date.” Licensor will provide Licensee with reasonable notice if there are material changes to Agreement. Licensee agrees that Licensee and Licensee account will be bound by changes to the Agreement through any subsequent use of Licensee account, or if Licensee does not close Licensee account, within fifteen (15) calendar days of being notified of the changes. Licensee’s continued use of Licensed Service after the Effective Date constitutes Licensee’s consent to any changes to Agreement.

The Licensee hereby acknowledges and undertakes to additionally agree and abide by the terms and conditions of the Clearing Agent and the third-party partners associated with this Licensed Service. If Licensee is accessing the platform via Licensor channel partners, please read the Partner Risk Disclosure document.

The Licensed Service is a digital platform in the form of website(s) https://www.stockal.com, products, services and/or mobile applications under the brand name Stockal (“Stockal”) that may be offered directly or facilitated through distribution channels. The Licensor is not a broker-dealer nor an investment advisor and through its affiliate stockbroker Stockal Securities Private Limited, (SEBI INZ000301236), acting as the introducing entity has entered into a clearing agreement with DriveWealth LLC. (“Clearing Agent”), to offer U.S. equities on the Stockal platform.

The Clearing Agent is incorporated and regulated in the United States of America (“U.S.”) and a member of the Financial Industry Regulatory Authority (“FINRA”), Securities Investor Protection Corporation (“SIPC”). The Clearing Agent for the purposes of this Agreement is the clearing agent for securities transactions in Licensee’s account and carries Licensee’s account whereby Licensee agrees that Clearing Agent and its affiliates may provide clearing, execution, and brokerage-related services to Licensee (collectively “Clearing Services”).

1. LICENSED SERVICE:

1.1. The Licensed Service is licensed, not sold.

1.2. Subject to the terms and limitations of this Agreement, Licensor hereby grants a non-exclusive, non-transferable license without rights to sublicense, to:

1.2.1. Download, install or access the Licensed Service;

1.2.2. Use the documentation accompanying the Licensed Service in connection with permitted uses of the Licensed Service.

1.3. Licensee shall be solely responsible for adherence to all aspects of this Agreement.

1.4. Licensee shall be solely responsible for all Clearing Services initiated by Licensee and performed by Clearing Agent using the Licensed Service.

1.5. Licensor reserves the right to suspend any Licensee 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.

2. FEES & REFUND:

2.1. Licensee shall be solely responsible for Licensee account and shall assume financial responsibility with respect to all transactions in Licensee account, investment decisions, payments for the Licensed Service, Clearing Agent fees and securities and other assets purchased on Licensee account on or before due dates.

2.2. Licensee shall be responsible for all debits, costs, commissions and losses arising from any actions that Licensor, its agent(s) and partner(s) must take to liquidate or close transactions in Licensee account, or from Licensee’s failure to make timely good delivery of securities.

2.3. Please click here to refer to the refund policy.

2.4. Subscription Model

2.4.1. Licensee may have the option of availing a Subscription or Non- Subscription Model.

2.4.2. If Licensee avails the subscription model, access to the Licensed Service is subject to payment of the subscription fees by the Licensee prevailing at that time. Licensor reserves the right to change/modify the Subscription fee for the Services without any prior notice to Licensee.

2.4.3. Asset management fees and charges as agreed between the Licensee and Licensor, shall be collected on behalf of Licensor by Clearing Agent.

2.4.4. In addition to subscription fees, Licensee may incur from time to time, Clearing Services fees related to the number of times that trades are placed by Licensee and/or the number of units of securities purchased and/or the total amount of assets being traded. Such fees, collected by Clearing Agent, may be shared with the Licensor.

2.5. Licensee may incur additional or separate bank/third party (“Remittance Service Providers”) charges or fees for international remittances and related services, which the Licensee should confirm with their respective Remittance Service Providers.

3. TERMS OF USE

3.1. Licensee will not use Licensed Service for any purpose that is unlawful or prohibited, nor will use the Licensed Service in any manner that could damage, disable or impair the Licensed Service or interfere with any other party’s use, legal rights, or enjoyment of the Licensed Service.

3.2. Licensee acknowledges that the software and hardware underlying the Licensed Service as well as other internet related software which may be required for accessing the Licensed Service are the legal property of Licensor or its respective third-party vendors. The permission given by Licensor to access the Licensed Service will not convey any proprietary or ownership rights in the software/hardware.

3.3. Licensee understands and accepts that not all the products and services offered on this Licensed Service are available in all geographic areas and Licensee may not be eligible for all the products or services offered by Licensor for the Licensed Service. Licensor reserves the right to determine the availability and eligibility for any product or service offered for the Licensed Service.

3.4. Licensee understands and accepts that Licensor is not responsible for the availability of content or other services on third party sites linked from the Licensed Service. Licensee is aware that the access of hyperlinks to other internet sites are at his or her own risk and the content, accuracy, opinions expressed, and other links provided by these sites are not verified, monitored or endorsed by Licensor in any way. Licensor does not make any warranties and expressly disclaims all warranties express or implied, including without limitation, those of merchantability and fitness for a particular purpose, title or non-infringement with respect to any information or services or products that are available or advertised or sold through these third-party platforms.

3.5. Additionally, by the continuing use of the Licensed Service, Licensee is confirming that:

3.5.1. Licensee is 18 years of age or older and where Licensee is acting as guardian on behalf of a minor, Licensee has the necessary authority to register/sign up for the services on behalf of the minor. If Licensor learns that personal information from a person under age 18 has been collected, Licensor shall block and/or delete such information as quickly as possible. If Licensee believes that a person under 18 may have provided Licensor with personal information, please contact Licensor at customersuccess@stockal.com;

3.5.2. Licensee has read and understood the Privacy Policy published on the website and mobile applications of Licensor. Licensee warrants that all the details and information provided by Licensee to Licensor when registering and while using the Licensed Service (including for the purposes of carrying out investments) shall be correct, accurate and genuine. In the event, Licensee’s information is not accessible online, and Licensee wishes to change or delete his or her personal information or other information that may have been provided, please contact Licensor immediately at customersuccess@stockal.com;

3.5.3. Licensor may contact Licensee by: (i) telephone; (ii) electronic mail (‘e-mail’); (iii) Short Message Service (‘SMS’); (iv) or any other form of electronic communication in connection with Licensee’s registration and transactions. Licensee can always opt to stop receiving any or all such communications by writing Licensor to customersuccess@stockal.com.

3.5.4. In no event shall Licensor or its affiliate(s) be liable to Licensee for any loss or damage that may be caused or arise from or in relation to these terms and conditions or due to use of the Licensed Service or due to investments made using the Licensed Service.

3.5.5. Licensee agrees to indemnify Licensor and its affiliate(s), its directors and employees for all the liabilities (including claims, damages, suits or legal expenses in defending itself in relation to the foregoing) arising due to non-performance and/or non-observance of the duties and obligations under this Agreement or due to Licensee acts or omissions;

3.5.6. Licensee shall be solely responsible for any investment decision taken by Licensee on the Licensed Service provided and Licensor or its affiliate(s) shall not be liable for any loss or damage caused to Licensee or other users of the Licensed Service due to such investment decisions, or any kind of reliance upon it.

4. BACKGROUND CHECKS: 

4.1. To satisfy statutory and regulatory obligations, the Licensee consents and authorizes Licensor and its’ affiliates, agents and partners to:

4.1.1. Conduct background checks concerning the Licensee in order to verify and confirm the veracity of information provided;

4.1.2. Share amongst themselves such information and any other confidential information the Licensor or its affiliates may have concerning Licensee or Licensee account;

4.1.3. Conduct additional background checks in connection with any review, audit, renewal or extension of the Licensee account without prior notification.

5. USER ACCOUNT, CONFIDENTIALITY & SECURITY:

5.1. The brokerage account created by the Licensee shall be held by Clearing Agent of the Licensor and details of the Clearing Agent shall be provided to Licensee when the brokerage account is created and approved by Clearing Agent.

5.2. Licensee shall be solely responsible for the security of Licensee account and password, taking all necessary precautions to protect and monitor for unauthorized access. If Licensee believes that the Licensee account has been compromised due to a breach of cyber security, or in any other way, Licensee must immediately notify Licensor in writing so appropriate remedial action may be taken. If Licensor reasonably believes that Licensee account has been compromised due to a breach of cyber security, Licensor reserves the right to take immediate curative action to protect Licensee account and the Licensed Service.

5.3. The Licensed Service as provided to the Licensee is confidential and Licensee shall not copy or use the Licensed Service except as is otherwise expressly permitted herein.

6. LICENSEE REPRESENTATIONS:

6.1. Licensee represents that he or she understands the terms of Clearing Agent and third-party partners and applicable law relating to delivery of all securities and other assets, transactions denominated in a foreign currency, transfer of restricted securities, inactive and abandoned accounts/property, consent to electronic delivery of communications and regulatory Information.

6.2. The Licensee will not permit any unauthorized person to make a transaction on the Licensee account and shall be solely liable for all such transactions.

6.3. Licensee authorises Licensor, its agent(s) and Clearing Agent in order to protect their respective interest and to satisfy Licensee 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 the Licensee account, to satisfy Licensee obligations or closing any or all transactions in the Licensee account.

7. INTELLECTUAL PROPERTY IN THE LICENSED SERVICE & RESTRICTIONS:

7.1. Intellectual property right laws protect Licensor and Licensed Service, and Licensee is hereby given a limited license to utilise this Licensed Service subject to the terms and conditions of this Agreement and accompanying, disclosures and disclaimers.

7.2. Licensee acknowledges that, in the course of their relationship with Licensor and in using Licensed Service, Licensee may obtain information relating to the Licensed Services and/or Licensor (hereinafter “Proprietary Information”). Such Proprietary Information shall belong solely to Licensor including without limitation, the features and mode of operation of the Licensed Service, trade secrets, know-how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, benchmarks, software documents, and other technical, business, product, plans and data.

7.3. Regarding this Proprietary Information:

7.3.1. All rights, title, and interest in and to the Licensed Service and any know-how contained therein shall remain Licensor’s exclusive property;

7.3.2. No title to the intellectual property and intellectual property rights in the Licensed Service is transferred to Licensee from Licensor under this Agreement;

7.3.3. Licensee agrees not to remove any trademark, copyright, or other proprietary notices on or in any portion of the Licensed Service as delivered and that the Licensee shall reproduce all such notices on and in all authorised copies;

7.3.4. Except for Licensee’s own personal and non-commercial use, no information, content or material from Licensed Service may be sold, copied, reproduced, entered into a database, displayed, performed, modified, licensed, create derivatives from, republished, uploaded, posted, transmitted, distributed or redistributed, transferred or in any way exploited any part of any information, content, materials, services available from or through the Licensed Service in any way without Licensor’s written permission;

7.3.5. Licensee shall not use (except as expressly authorized by this Agreement) or disclose Proprietary Information without the prior written consent of Licensor unless such Proprietary Information becomes generally publicly available without Licensee breaching the terms of this Agreement;

7.3.6. Licensee agrees to take all necessary measures to maintain the confidential nature of the Proprietary Information and services;

7.3.7. Licensee shall not distribute, share, rent, resell, lease, sublicense or otherwise disclose or transfer Licensed Service to any third party. Licensed Service and licensed modules contain the Licensor’s trade secrets, and to protect those trade secrets and Licensor’s interest in the Licensed Service generally. Licensee agrees that it shall not modify, reverse engineer, decompile, translate, or disassemble the Licensed Service or any module thereof, in whole or in part, or create any derivative product 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 sole discretion.

8. TERMINATION:

8.1. The Licensor may, at its sole discretion, terminate this Agreement, with or without cause and/or if Licensee fails to comply with any term of this Agreement or has not paid any fees that are due and payable to Licensor or its third- party partners(s).

8.2. In the event of termination, Licensee must not attempt to access or make any copies of the Licensed Service.

8.3. In the event Licensee closes his or her account, closure of the account shall be subject to the terms and conditions of this Agreement.

8.4. Licensee shall be subject to the terms and conditions of the Refund Policy in the event Licensee closes his or her account or the account is terminated, and a refund is requested.

9. APPLICABLE LAWS & GOVERNMENT RESTRICTIONS:

9.1. Licensee access to the Licensed Services shall be subject to compliance with all applicable laws, this Agreement and Licensor’s policies and disclosures on the Licenced Service, and the terms and conditions of Clearing Agent.

9.2. Applicable laws shall include laws of the United States of America, Republic of India and the jurisdiction Licensee accesses the Licensed Service, and the rules and regulations of applicable federal, state and self-regulatory agencies, customs and usages of exchanges, markets and clearing agencies where transactions are executed, cleared and settled.

9.3. The installation, activation and use of the Licensed Service is subject to all applicable Government regulations in the jurisdiction of Licensee. Licensee 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 Licensed Service.

10. DISCLAIMER

10.1. The Licensed Service is provided on an “as is” basis. Use of the Licensed Service is at the Licensee’s own risk. Licensor makes no warranty that 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 the Licensee’s needs. To the maximum 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.

10.2. Licensor does not advise nor act as an agent or broker for the investment opportunities.

10.3. Licensee understands and acknowledges that Licensor DOES NOT provide tax, legal, or investment advice of any kind, nor does the Licensor give advice or offer opinions with respect to the nature, potential value, or suitability of any securities transaction or investment strategy in Licensee account. Licensee 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 the Licensee account.

11. LIMITATION OF LIABILITY

11.1. LICENSOR’S RESPONSIBILITY IS LIMITED TO PROVIDING A DIGITAL PLATFORM/LICENSED SERVICE IN ORDER TO ENABLE CLIENTS TO EXECUTE INVESTMENTS THROUGH THIRD PARTY CLEARING AGENTS AND BY MAKING AVAILABLE ALL NECESSARY TRANSACTION REPORTS.

11.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE 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.

11.3. 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.

12. GOVERNING LAW, JURISDICTION AND ARBITRATION:

12.1. The validity, interpretation, construction, performance, enforcement, and remedies of or relating to this Agreement, and the rights and obligations of the parties to this Agreement, or in connection with the performance or non-performance of the Licensed Service shall be governed and construed in all respects by the substantive laws of the Republic of India without regard to conflict of law principles and courts in Bangalore, Karnataka, India shall have exclusive jurisdiction. 

12.2. If any dispute arises hereto during the subsistence or thereafter, in connection with or arising out of this Agreement, the dispute shall be referred to arbitration under the rules of the Indian Arbitration and Conciliation Act 1996 and any subsequent amendments or re-enactments. Arbitration shall be held in Bangalore, Karnataka and conducted in English.

13. FORCE MAJEURE:

13.1. “Force Majeure Event” means any event, due to any cause beyond the reasonable control of Licensor, including without limitation, unavailability of any communication systems, breach, or virus in the digital processes or payment or delivery mechanism, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, epidemics, pandemics, computer hacking, unauthorised access to computer data and storage devices, computer crashes, malfunctioning in the computer terminal or the systems being affected by any malicious, destructive or corrupting code or program, mechanical or technical errors/failures, outages (scheduled/unscheduled), internet outages, or power shut down, faults or failures in telecommunication.

13.2. If performance is prevented, hindered or delayed by a Force Majeure event, Licensor shall not be liable for any failure to perform any of its obligations under this Agreement or those applicable specifically to its services/facilities, and in such case its obligations shall be suspended for so long as the Force Majeure event continues.

13.3. 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, Clearing Agent actions or inactions and system performance. The Licensee understands the nature of such risks before accessing the Licensed Service and trading and shall not hold Licensor liable as a consequence.

14. GENERAL:

14.1. 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.

14.2. Waiver, Assignment and Modification. 
Except as specifically permitted in this Agreement, no provision of this Agreement will be deemed waived, altered, modified or amended unless agreed to in writing by Licensor. Licensor’s failure to insist on strict compliance with this Agreement or any other course of conduct on Licensor’s part will not be deemed a waiver of Licensor’s rights under this Agreement. Licensee may not assign this Agreement to any third party without the written consent of Licensor. Any assignment in violation of this Agreement shall be void. Licensor may assign any of its rights and obligations in this Agreement to its Affiliates and successors without giving Licensee notice.

15. CONTACT INFORMATION: 

Notice and correspondence concerning this Agreement and its implementation and usage may be directed to customersuccess@stockal.com.

Borderless Investing Privacy Policy & Refund Policy:

Please read the  Privacy Policy & Refund Policy

16. EXTENDED HOURS TRADING DISCLOSURES:

Please read the Clearing Agent’s Extended Hours Trading Disclosures, which form part of this Agreement should you wish to participate in Extended Hours Trading

Extended Hours Trading Disclosures — DriveWealth Legal Hub

17. FULLY PAID SECURITIES LENDING (FPSL):

Please read the Clearing Agent’s Master Securities Lending Agreement and Fully Paid Securities Lending Disclosure, which form a part of this Agreement. By clicking ‘I Accept’, you will be enrolled for the FPSL program. Should you wish to opt out, you can do so by logging into your account and changing the ‘Securities Lending’ settings in the ‘Investing Profile section.

https://legal.drivewealth.com/fpsl-disclosure

https://legal.drivewealth.com/fpsl-master-securities-lending-agreement

18. LICENSEE ACCOUNT AND BUSINESS CONTINUITY:

Licensee is requested to refer to Customer Brokerage Account Agreement with DriveWealth, LLC and other disclosures (at the link as provided herein below)  in the event of Clearing Agent dissolution.

https://legal.drivewealth.com/customer-account-agreement

https://legal.drivewealth.com/?lang=en_US

In the event of Licensor dissolution:

(a) Clearing Agent at its discretion, shall migrate Licensee account directly on to the Clearing

Agent platform; or

(b) Clearing Agent at its discretion, shall facilitate the movement of Licensee account to an

alternative provider offering the same or similar products or services as Licensor; or

(c) Licensor will set Licensee account to “liquidate only” whereby Licensee assets shall be

repatriated to Licensee.

19. OVER-THE-COUNTER (OTC) SECURITIES:

In the event that Licensee wishes to trade in Over-the-counter (‘OTC’) securities, please review the following important disclosures https://legal.drivewealth.com/disclosures-disclaimers and https://legal.drivewealth.com/investment-products, which accordingly form an applicable part of this Agreement and to which Licensee expressly consents. Please note OTC securities may be associated with additional risks. By clicking ‘I Accept’, Licensee acknowledges reading and understanding the relevant disclosures and disclaimers here before trading in OTC securities and gives express consent to Licensor to proceed.