Terms of Use

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TERMS OF USE

Updated as of September, 6th 2023 Version 2.2.0


Bits of Stock, an Emcee Invest, Inc. company (“Bits of Stock,” “we,” “us,” or “our”) welcomes you. We invite you to access and use our website, API and mobile applications (collectively, the “Platform”) subject to the following Terms of Use (the “Terms of Use”), which may be updated by us from time to time without notice to you. By browsing, accessing, or using the Platform, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms of Use and the terms and conditions of our privacy policy (the “Privacy Policy”), which is hereby incorporated by reference (collectively, this “Agreement”). If you do not agree to any of the terms of the Agreement, then please do not use the Platform or any portion thereof.


THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS.  PLEASE READ THEM.


We reserve the right, at our sole discretion, to modify, discontinue, or terminate the availability of the Platform, or to modify the Agreement, at any time and without prior notice. If we modify the Agreement, we will post the modification on the Platform or provide you with notice of the modification at the last email address you gave us. By continuing to access or use the Platform after we have posted a modification on the Platform or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Platform.

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.


1. ELIGIBILITY

The Platform is available for individuals aged 18 years or older. If you are 18 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it. We reserve the right, in our sole and absolute discretion, to deny you access to the Platform or any portion thereof, without notice and without reason.


2. OPENING AN ACCOUNT

If you wish to create an account on the Platform, you will be prompted to enter your name, address, date of birth, email address, phone number, a password, and perhaps provide certain additional information that will assist in authenticating your identity when you log-in in the future (such as security questions). You may also be required to link your bank account to your account using a third-party service provider. Bits of Stock does not collect your bank account information or Transactions (as defined below) directly; such information is transmitted to Bits of Stock via our third-party service provider (please see our Privacy Policy for more information about how we collect, use, transfer, and process personal information).

When creating your account, you must provide true, accurate, current, and complete information. Each account can be used by only one individual. You are solely responsible for the confidentiality and use of your log-in information, as well as for any use, misuse, or communications entered through the Platform using your log-in information. We reserve the right to decline to open your account for any reason. We further reserve the right to delete your account or require you to change your password at any time and for any reason and shall have no liability to you for any loss or damage caused by such action (provided that you will not lose any stock owned by you in the deletion of your account).

In order to use certain features of the Platform, you will be required to open and maintain an account with Velox Clearing, LLC (a “Brokerage Account”). Your Brokerage Account is subject to a separate agreement directly between you and our third-party brokerage partner, Velox Clearing, LLC. For more information on opening a brokerage account, please refer to www.velox-global.com/disclosures. Please also refer to the Velox Customer Agreement below for disclosures on the customer brokerage account.


3. TRANSACTIONS; STOCK REWARDS

Once you have opened a Brokerage Account, you will be eligible to start earning fractional shares of securities (aka “stock”) based on Qualified Transactions (“Stock Rewards”). Upon making a Qualified Transaction, a percentage shall be automatically deposited into your rewards account (the percentage will vary depending on your rewards program, and will be made available for you to see prior to making your selections).You might need to accumulate a minimum value of Stock Rewards (“Thresholds”)  in your account (Thresholds may vary depending on your rewards program). When you’ve met the applicable threshold, you will be able to redeem your Stock Rewards, which triggers the purchase of the shares of stock.


The rewards program may entail a rewards limit (the “Cap”) determined by your financial institution, which is set for a specific period of time (the “Cap Period”). For example, your financial institution may determine a $10.00 Cap every month. You are not eligible to earn additional rewards beyond the Cap during the Cap Period. The Cap will reset at the end of each Cap Period at which point you will continue to earn rewards.


Bits of Stock may purchase securities in aggregate on behalf of customers on a daily basis (at 3:00 pm EST each day, subject to change by Bits of Stock at its discretion upon modification of these Terms of Use), by submitting an order to its clearing agent, Velox Clearing LLC (“Clearing Agent”). Once the purchase is completed, your securities will be allocated into your Bits of Stock brokerage account. The price of the stock is subject to change due to market fluctuations and may be a different value from when the reward was claimed to when it settles in the user's account. Any residual cash left over from the purchase of your securities will be deposited into your brokerage account as buying power. Past performance does not guarantee future results of an investment position.


You will be able to sell your securities at any time by entering a sell order with Bits of Stock via the Platform. All proceeds from sales will go into your Bits of Stock brokerage account. If you wish to withdraw funds, you must provide electronic payment instructions for your bank account. You understand that certain types of rewards and dividends may have tax implications and that all tax liabilities are your responsibility. Dividends earned from your Stock Rewards are automatically reinvested by Bits of Stock on your behalf, or otherwise transferred to your account. Before accepting a Stock Reward, or selling any securities, you are urged to consult your own tax advisor with respect to the tax consequences of your participation in the Bits of Stock services. Please be advised that Bits of Stock reserves the right to charge an ACH transfer from your Brokerage Account to your bank account.

Bits of Stock reserves the right to limit the amount of money you can earn from Qualified Transactions, or the amount that you are entitled to spend on Stock Rewards within certain periods of time, or may implement other restrictions related to Stock Rewards. If you attempt to use or earn Stock Rewards in a fraudulent or otherwise illegal way, we may cancel all unused dollar amounts in your account and cancel your account without liability to you.

You can access information about your account, including the Stock Rewards in your account and the status and history of your Transactions, via the Platform.


4. RISKS AND DISCLAIMERS.

IN ANY SECURITIES TRANSACTION, BITS OF STOCK GENERALLY WILL BE ACTING AS YOUR AGENT OR BROKER. YOU UNDERSTAND THAT WE AND OUR REGISTERED PERSONNEL WILL MAKE NO RECOMMENDATIONS ABOUT ANY SECURITIES AND WILL NOT DISCUSS THE APPROPRIATENESS OF ANY TRANSACTION WITH, OR THE SECURITIES OF, ANY OF YOUR SELECTED BRANDS, AND WILL NOT PROVIDE ANY TAX, ACCOUNTING, OR LEGAL ADVICE. YOU ACKNOWLEDGE THAT ALL INVESTMENT DECISIONS ARE MADE SOLELY BY YOU.

AS WITH ALL EQUITY SECURITIES, THE SECURITIES REWARDED THROUGH THE PROGRAM MAY GAIN OR LOSE VALUE AND THERE IS A RISK THAT THEY COULD LOSE ALL OF THEIR VALUE. BITS OF STOCK IS NOT LIABLE FOR LOSS DUE TO MARKET FLUCTUATIONS. THE PARTICIPATING BRANDS MAY CHANGE OR TERMINATE THEIR PARTICIPATION IN THE PROGRAM OR AWARDS PROVIDED UNDER THE PROGRAM, AT ANY TIME. ALTHOUGH YOU WILL NOT BE ABLE TO REDEEM OR PURCHASE NEW SHARES IF ONE OF YOUR SELECTED BRAND’S PARTICIPATION IN THE PROGRAM IS TERMINATED, YOU WILL BE ABLE TO RETAIN THE SHARES OF THAT BRAND’S SECURITIES YOU HAVE RECEIVED OR PURCHASED IN YOUR BITS OF STOCK ACCOUNT AND BE ABLE TO SELL SUCH SHARES AS DESCRIBED HEREIN.

BITS OF STOCK DOES NOT COLLECT ANY FUNDS, EXECUTE ANY TRANSACTIONS, OR OTHERWISE ACT AS A BROKER-DEALER, MONEY TRANSMITTER, MONEY SERVICES BUSINESS, BANK ACCOUNT, BROKERAGE ACCOUNT, OR OTHER FINANCIAL ACCOUNT. BITS OF STOCK MERELY COMMUNICATES YOUR TRANSACTIONS TO BROKER-DEALERS THAT COMPLETE THE SECURITY PURCHASES ON YOUR BEHALF. ALTHOUGH YOU MAY BE ABLE TO FIND INFORMATION ABOUT INVESTMENT OPPORTUNITIES THROUGH OUR PLATFORM, WE ARE NOT A PARTY TO ANY TRANSACTION REGARDING ANY SUCH OPPORTUNITY. WE STRONGLY RECOMMEND THAT IN CONNECTION WITH EACH SECURITY TRANSACTION, YOU CONDUCT YOUR OWN DUE DILIGENCE.

ALL MESSAGES SENT USING BITS OF STOCK’S PLATFORM ARE SELF-DIRECTED BY YOU TO YOUR BROKER-DEALER. ALL ORDERS ARE EXECUTED BY BROKER-DEALERS AND BITS OF STOCK IS NOT RESPONSIBLE FOR THE ORDER ROUTING OR EXECUTION OF ANY TRANSACTION. ANY CONFIRMATIONS OF SUCH TRANSACTION WILL BE ISSUED SOLELY BY YOUR BROKER-DEALER. BITS OF STOCK AND ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, PRINCIPALS, OR REPRESENTATIVES DO NOT PROVIDE RECOMMENDATIONS OF ANY TRANSACTION, PROVIDE INVESTMENT ADVICE, OR PRODUCE OR PROVIDE RESEARCH TO ANY USER REGARDING ANY TRANSACTION. WE MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, CLAIMS, AND ASSURANCES AS TO ANY INVESTMENT OR TRANSACTION.


5. YOUR OBLIGATIONS; RESTRICTIONS ON USE

You agree immediately to notify us if you:

  • Become aware of any loss or theft of your account, password, or any other security codes.

Become aware of any unauthorized use of your account, password, or any other security codes.

  • Change your email address, residential address, or any other information that you have provided to Bits of Stock via the Platform.

  • You become subject to back up withholding by the Internal Revenue Service or any other taxing agency.

  • You no longer fit the eligibility requirements of Section 1.

By accessing and/or using the Platform, you hereby agree to comply with the following:

  • You will not use the Platform for any unlawful purpose and you will comply with all applicable laws when using the Platform including, but not limited to, the Securities Exchange Act of 1934, as amended;

  • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

  • You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Platform;

  • You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Platform;

  • You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Platform;

  • You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Platform, directly or indirectly, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;

  • You will not access or use the Platform to collect any market research for a competing business;

  • You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and

  • You will not interfere with or attempt to interrupt the proper operation of the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Platform through hacking, password or data mining, or any other means.

  • You accept the Velox Clearing LLC Terms and Conditions which are available by visiting www.velox-global.com/disclosures.

  • You accept the Velox Clearing LLC Customer Agreement found below.

We reserve the right, in our sole and absolute discretion, to deny you (or any device) access to the Platform, or any portion thereof, without notice.


6. CONFIRMATIONS AND STATEMENTS

You will receive trade confirmations and statements generated by our Clearing Agent  and will be able to access them on the Platform. If you find an error or discrepancy relating to your brokerage activity, you must notify us promptly after the confirmation or statement is made available to you. Any oral communications regarding inaccuracies or discrepancies should be reconfirmed in writing to protect your rights, including those under the Securities Investor Protection Act (or SIPA). For discrepancies related to electronic fund transfers, please contact your financial institution. You agree that Bits of Stock will not be liable to you for any losses arising in connection with your delay in properly reporting an error, including but not limited to, losses resulting from market fluctuations.


7. INTELLECTUAL PROPERTY

The Platform is protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms of Use, Bits of Stock and its licensors exclusively own all rights, titles, and interests in and to the Platform, including all associated intellectual property rights. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform.

You may view all content on the Platform (the “Content”) for your own internal business use and not for any other use, including any commercial use, without the prior written consent of Bits of Stock. We, and our licensors, retain all rights, titles, and interests, including all intellectual property rights, in and to the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website, social media page, or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access the Platform automatically terminates and you must immediately destroy any copies you have made of the Platform.

The trademarks, service marks, and logos of Bits of Stock (the “Bits of Stock” Trademarks”) used and displayed on the Platform are registered and unregistered trademarks or service marks of Bits of Stock. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Bits of Stock Trademarks, the “Trademarks”). This is including, but not limited to the Trademarks of Velox Clearing, LLC. Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any website is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Bits of Stock Trademarks inures to our benefit.

Elements of the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.


8. FEEDBACK

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Platform and our services (“Feedback”). Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to any Feedback you provide, we shall be free to use and disclose any ideas, concepts, know-how, techniques, or other materials contained in your Feedback for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation or attribution to you.


9. NO WARRANTIES; LIMITATION OF LIABILITY

THE PLATFORM AND OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NEITHER BITS OF STOCK NOR OUR SUPPLIERS MAKE ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND BITS OF STOCK HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT BITS OF STOCK AND BITS OF STOCK’S SUPPLIERS MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

NO MATERIAL AVAILABLE THROUGH THE PLATFORM SHALL BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SECURITIES OR PRODUCTS OR SERVICES OF ANY ENTITY. BITS OF STOCK PROVIDES NO INVESTMENT OR OTHER ADVICE, AND NO INFORMATION OR MATERIAL AVAILABLE THROUGH US IS TO BE RELIED UPON FOR THE PURPOSE OF MAKING OR COMMUNICATING INVESTMENT OR OTHER DECISIONS. IN MAKING AN INVESTMENT DECISION, YOU MUST RELY ON YOUR OWN EXAMINATION OF THE INVESTMENT AND THE TERMS OF THE OFFERING. WE DO NOT ADVISE ON THE TAX CONSEQUENCES OF ANY INVESTMENT. TO THE EXTENT THAT PAST PERFORMANCE IS AVAILABLE THROUGH THE PLATFORM, PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS, AND NO REPRESENTATION IS BEING MADE THAT ANY INVESTMENT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE ACHIEVED IN THE PAST, OR THAT SIGNIFICANT LOSSES WILL BE AVOIDED.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE PLATFORM OR ANY RELATED SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE PLATFORM OR ANY RELATED SERVICES SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CERTAIN LIMITATIONS OF LIABILITY. THEREFORE, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.

NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.


10. EXTERNAL SITES

The Platform may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.


11. INDEMNIFICATION

You will indemnify, defend, and hold Bits of Stock, its Affiliates, and our and their respective shareholders, members, officers, directors, employees, agents, and representatives (collectively, “Bits of Stock Indemnitees”) harmless from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney’s fees (collectively, “Losses”) incurred by any Bits of Stock Indemnitee in connection with a third-party claim, action, or proceeding (each, a “Claim”) arising from (i) your use of the Platform or related services in violation of this Agreement; (ii) your breach of any of your representations and warranties hereunder; or (iii) your gross negligence or willful misconduct; provided, however, that the foregoing obligations shall be subject to our: (x) promptly notifying you of the Claim; (y) providing you, at your expense, with reasonable cooperation in the defense of the Claim; and (z) providing you with sole control over the defense and negotiations for a settlement or compromise. “Affiliate” means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.


12. COMPLIANCE WITH APPLICABLE LAWS

The Platform is based in the United States. We make no claims concerning whether the Platform may be viewed or be appropriate for use outside of the United States. If you access the Platform from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.


13. CONSENT TO ELECTRONIC DELIVERY AND COMMUNICATIONS; RECORDING COMMUNICATIONS

You consent to the receipt of all reports, transaction-related documentation, account statements, correspondence and other information from us electronically (collectively, “Electronic Communications”) through either the Platform or the email address provided by you to Bits of Stock. In order to access and retain electronic disclosures from us, you confirm that you have (i) a mobile phone, (ii) internet access and a valid email account supported by software to enable you to receive email messages, and (iii) sufficient electronic storage capacity to store disclosures or a printer capable of printing your electronic disclosures. You may update your email address at any time by logging into your account and updating your profile accordingly. Bits of Stock will not be responsible for your inability to connect to the internet or to access the Platform or otherwise not to receive Electronic Communications. Electronic Communications are presumed to be delivered to and received by you when sent by us, whether actually received or not. You acknowledge that you have access to hardware and software meeting the system requirements set forth above to receive correspondence and records in electronic form from us and consent to check the Platform regularly for Electronic Communications. With your consent, certain Electronic Communications may also be made by text messages; however, email and messages through the mobile application will be our primary methods of contact. If you decide to withdraw your consent to electronic delivery and communication, you will be deemed to have terminated your Bits of Stock account.

If your email address becomes invalid such that Electronic Communications sent to you by Bits of Stock are returned, we may deem your account to be inactive, and you will not be able to transact in your account or receive Stock Rewards until we receive a valid, functioning primary email address.

Bits of Stock reserves the right to record all telephone calls, chat, emails, and other communications to Bits of Stock to help us with the quality of our service, to satisfy regulatory requirements and for any other reasons that we deem appropriate to protect our customers or Bits of Stock.


14. MODIFICATIONS; TERMINATION OF THE AGREEMENT

We reserve the right, in our sole discretion, to modify, update, or enhance the Platform from time to time, but have no duty to do so. We may also discontinue any available service to any person at any time without prior notice and may, in its sole discretion, remove particular programs supported by the Platform.

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Platform, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Platform at any time without prior notice or liability.


15. BINDING ARBITRATION

In the event of a dispute arising under or relating to this Agreement or the Platform (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 17 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.


16. CLASS ACTION WAIVER

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.


17. EQUITABLE RELIEF

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York, Borough of Manhattan for purposes of any such action by us.


18. CONTROLLING LAW; EXCLUSIVE FORUM

The Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions.


19Als. MISCELLANEOUS

If the Agreement is terminated for any reason including, without limitation, cancellation by you of your account or cancellation by Bits of Stock for any reason or no reason, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Risks and Disclaimers,” “Intellectual Property,” “Feedback,” “No Warranties; Limitation of Liability,” “Indemnification,” “Compliance with Applicable Laws,” “Binding Arbitration,” “Class Action Waiver,” “Equitable Relief,” “Controlling Law; Exclusive Forum,” and “Miscellaneous.”

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, the Agreement constitutes the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

Copyright 2023 Emcee Invest, Inc. All rights reserved.



Version 2.2.0 - September 6, 2023

Version 2.1.0 - July 23, 2023

Version 2.0.0 - June 23, 2023

Version 1 - May 8, 2023 



Velox Terms of Use

Velox Clearing LLC - Customer Agreement

Relative to becoming a Customer and opening a custodial securities account at Velox Clearing LLC (“Velox”), you represent and attest to Velox that;

1. LEGAL CAPACITY: You have the required legal capacity and are authorized to enter into this Agreement (“the Agreement”), or you have provided written documentation of your authorized delegate, agent, or attorney-in-fact.

2. RESPONSIBILITY FOR INVESTMENT DECISIONS: You understand that Velox provides no investment advice, nor does Velox give advice or offer any opinion with respect to the suitability of any security or order. All transactions will be done only upon your instruction or the instruction of your authorized delegate, agent, or attorney-in-fact. You further acknowledge that Velox will not provide you with any trading, investment, legal, tax, or accounting advice, that its employees are not authorized to give any such advice, and that you will not solicit or rely upon any such advice from Velox or its employees whether in connection with transactions in or for any of your accounts or otherwise. In making trading, investment, legal, tax, or accounting decisions with respect to transactions in or for your accounts or any other matter, you will consult with and rely upon your own advisors and not upon Velox.

3. CUSTODIAL FEES AND PAYMENT OF INDEBTEDNESS: You agree to pay the custodial fees described in Schedule A herein. In the event you become indebted to Velox in the course of operation of this account, you agree that you will repay such indebtedness upon demand. You agree that, if after demand you fail to pay the indebtedness, Velox may close your account and liquidate the assets in your account in an amount sufficient to pay your indebtedness.

4. ORDER MARKINGS: You agree, when placing sell orders, to designate whether each order is from a short position or long position and authorize Velox to mark each order accordingly. If Velox does not already hold securities designated for long accounts when the order is placed, you agree to deliver such securities in good form to Velox on or before the settlement date for the order. If you do not fulfill this agreement, or if Velox is unable to settle any other transaction by reason of your failure to make payment or deliver securities in good form, you authorize Velox to take all steps necessary to complete the transaction, and you will reimburse Velox for all costs, losses or liabilities Velox incurs.

5. SECURITIES LAWS AND REGULATIONS: You will at all times comply with US Securities laws and regulations, as well as any applicable State and Federal laws, including, but not limited to efforts to fight the funding of terrorism and money laundering, and US PATRIOT Act and Bank Secrecy Act requirements. You understand that any violation of US Securities regulations or other applicable laws will constitute a breach of this agreement and may result in the immediate termination of this Agreement by Velox. You further understand that any fines and or penalties imposed on Velox as a result of a violation by you of any applicable securities regulation or law may, at Velox’s discretion, be passed onto you; and you acknowledge and represent that you will be responsible for payment to Velox of such fines.

6. COLLECTION FEES: The reasonable costs of collection of the debit balance and any unpaid deficiency in your accounts, including attorney's fees incurred by Velox, shall be reimbursed by you to Velox.

7. CANCEL OPEN ORDERS: You understand that all open orders may be reviewed after 30 days. In the event that Velox is unable to confirm with you that the order is still good, Velox may at its discretion cancel it.

8. LAWS OF THE STATE OF CALIFORNIA: You agree that this Agreement shall be governed by and interpreted in accordance with the laws of California, excluding its conflicts of law rules.

9. ARBITRATION: YOU ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE. BY SIGNING AN ARBITRATION AGREEMENT, THE PARTIES AGREE AS FOLLOWS:

A. ALL PARTIES TO THIS AGREEMENT ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY, EXCEPT AS PROVIDED BY THE RULES OF THE ARBITRATION FORUM IN WHICH A CLAIM IS FILED. 

B. ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY’S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED.

C. THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS.

D. THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD.

E. THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.

F. THE RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN ARBITRATION. IN SOME CASES, A CLAIM THAT IS INELIGIBLE FOR ARBITRATION MAY BE BROUGHT IN COURT.

G. THE RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, AND ANY AMENDMENTS THERETO, SHALL BE INCORPORATED INTO THIS AGREEMENT.

YOU AGREE, AND BY CARRYING AN ACCOUNT FOR YOU, VELOX AGREES, THAT ALL CONTROVERSIES WHICH MAY ARISE BETWEEN THE PARTIES CONCERNING ANY TRANSACTION OR CONSTRUCTION, PERFORMANCE, OR BREACH OF THIS OR ANY OTHER AGREEMENT BETWEEN US PERTAINING TO SECURITIES AND OTHER PROPERTY, WHETHER ENTERED INTO PRIOR, ON OR SUBSEQUENT TO THE DATE HEREOF, SHALL BE DETERMINED BY ARBITRATION. ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED PURSUANT TO THE FEDERAL ARBITRATION ACT AND THE LAWS OF THE STATE OF CALIFORNIA, AND IN ACCORDANCE WITH THE RULES OF THE SELECTED ORGANIZATION. ANY CONTROVERSY BETWEEN YOU AND VELOX SHALL BE SUBMITTED TO ARBITRATION BEFORE ANY NATIONAL SECURITIES EXCHANGE ON WHICH A TRANSACTION GIVING RISE TO THE CLAIM TOOK PLACE (AND ONLY BEFORE SUCH EXCHANGE), OR THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC (“FINRA”). THE AWARD OF THE ARBITRATORS, OR OF THE MAJORITY OF THEM, SHALL BE FINAL, AND JUDGMENT UPON THE AWARD RENDERED MAY BE ENTERED AND ENFORCED IN ANY COURT, STATE OR FEDERAL, HAVING JURISDICTION. NO PERSONS SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; OR WHO IS A MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL: (I) THE CLASS CERTIFICATION IS DENIED, OR (II) THE CLASS IS DECERTIFIED, OR (III) THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN. YOU UNDERSTAND THAT ANY COMPLAINTS SHOULD BE DIRECTED TO VELOX AT ITS ADRESS LISTED ON THE VELOX WEBSITE WWW.VELOX-GLOBAL.COM.

10. BUSINESS CONTINUITY PLANS: Velox has established Business Continuity Plans (“BCP”) that will support its ability to conduct business in the event of a disaster or other significant business disruption. This plan is reviewed and updated at least annually. In the event of a disaster or other disruption, Velox intends to implement one or more of its BCP’s to minimize any interruption and recover business as quickly as possible. To receive more information about Velox’s BCP please navigate to the Velox website at www.velox-global.com.

11. AGENCY REPORTING: You understand that, under the Federal Fair Credit Reporting Act, you have the right to notify Velox if you believe Velox has inaccurately reported information about your account to a consumer reporting agency. You understand that under no circumstances will Velox sell, share or otherwise provide your personal information to any non-affiliated third-party entity.

12. BACKGROUND CHECKS: You acknowledge and authorize Velox to perform a background check on you which may include criminal and credit searches. You acknowledge that Velox has disclosed to you that an investigative consumer report, including information as to your creditworthiness, insurance and credit standing, credit capacity, character, general reputation, personal characteristics, and mode of living will be conducted. You have initiated this transaction and have been advised that you have the right, upon written request within a reasonable time after having received this disclosure, to receive complete and accurate information on the nature and scope of the inquiry, if one is made, and to a written summary of the rights of the consumer under the Fair Credit Reporting Act with any disclosure from a consumer reporting agency. You understand any such requests, notices, or inquiries should include your names(s), current address(es), social security number(s), telephone number(s), and account number, and, in the case of information you believe inaccurately reported, the specific item of dispute. You understand that your request should be sent to Velox at its address listed on the Velox website www.velox-global.com.

13. AGREEMENT TERMS AND CONDITIONS: This Agreement shall be in force upon approval or acceptance of your account by Velox (“Approval Date”) and shall continue until terminated as is hereinafter provided. The Effective Date of the Agreement shall be thirty (30) days subsequent to the Approval Date, or on the date of commencement of account funding, whichever comes first (“Effective Date”).

(a) The parties agree that this Agreement shall be in force for a period of one month from the Effective Date (“Contract Period”) and that there shall be no change in the pricing schedule referred to in Schedule A herein. Thereafter, the Agreement shall automatically renew for a subsequent Contract Period, unless terminated pursuant to the termination terms described below.

(b) This Agreement may be terminated by you, without cause, upon ten (10) days’ written notice to Velox, prior to the expiration of the then current Contract Period. Should you fail to provide timely notice, you may thereafter terminate this Agreement at any time during the Contract Period but agree that you will be liable and will pay to Velox all agreed upon fees and charges for the remainder of the Contract Period.

If either party terminates the Agreement pursuant to this subparagraph, Velox shall have the right to impose reasonable limitations upon your activities with respect to your accounts at Velox during the period between the giving of notice and the transfer of your account.

(c) In the event either party defaults in the performance of its obligations under this Agreement, the non-defaulting party may terminate this Agreement on the following terms and conditions. Written notice must be delivered to the defaulting party specifying the nature of the default and notifying the defaulting party that unless the default is cured within a period of ten (10) business days from receipt of the notice, this Agreement may be terminated without further proceedings by the non-defaulting party.

(d) This Agreement may be terminated by Velox or you immediately in the event that the other party is criminally indicted, enjoined, disabled, suspended, prohibited or otherwise unable to engage in the securities business, or any part of it, as a result of any administrative or judicial proceeding or action by the U.S. Department of Justice or state prosecutor, the SEC, or any state securities regulator or any other self-regulatory organization having jurisdiction, or pursuant to a voluntary Agreement or understanding with any of the aforementioned entities.

(e) This Agreement may be terminated by Velox or you immediately in the event that the other party becomes a debtor in a bankruptcy proceeding, is placed into receivership or becomes insolvent.

(f) Velox may terminate this Agreement forthwith upon prior written notice to you in the event that you are adjudicated bankrupt or insolvent or a trustee or similar creditors’ representative is appointed by court order, or any property of yours is sequestered by court order and such order remains in effect for more than thirty (30) calendar days, or a petition is filed by or against you either voluntarily or involuntarily under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within thirty (30) calendar days of such filing, or you make an assignment for the benefit of your creditors, or admit in writing your inability to pay your debts generally as they become due, or consent to the appointment of a receiver, trustee or liquidator for yourself or for any property held by you.

(g) Termination of this Agreement, however caused, shall not release you or Velox from any liability or responsibility to the other with respect to transactions effected prior to the effective date of such termination, whether or not claims relating to such transactions shall have been made before or after such termination.

(h) If you terminate this Agreement pursuant to subparagraph (b) above within the first year of the date of this Agreement, or Velox terminates this Agreement pursuant to subparagraph (c) or (d) above, you will pay to Velox a termination fee equal to all agreed upon minimums that would have been due to Velox for the remainder of the Contract Period.

14. PRIVACY POLICY: In order to maintain and service your accounts, Velox will gather and store information about you. This information, collected via this application and other account documentation, is critical to open and administer your account. In addition to this collected information, transactions facilitated by you through Velox will be kept for reporting purposes and pursuant to Velox’s regulatory requirements. To provide superior service to clients it is necessary for Velox to share information with third parties it is currently involved with in a contractual relationship (such as your referring financial institution); except in states where this type of sharing is not permitted by law. This sharing of personal information is carried out on a strictly professional basis and is incidental to servicing your account. Velox has received assurances from these third parties that they will not share your personal information. You understand that through the normal course of servicing your account, certain agents and employees may have access to your confidential account information. This may include operations and support personnel, as well as your investment professional. You understand that access to this information is limited and held in the strictest confidence. You understand that information about former customers who do not currently maintain an account relationship with Velox is not shared with any outside party. You understand that due to the partnerships that Velox has with financial institutions to offer investment services, sharing of information with these financial institutions is critical to servicing your account. Allowing this sharing process to continue uninterrupted will allow you to take full advantage of the value offered by the relationship between your financial institution and Velox. Velox does offer you the option to limit the sharing of information between Velox and your referring financial institution. If you would like to request that your information not be shared with your referring financial institution or if you would like more information about Velox’s Privacy Policy, please navigate to the Velox website www.velox-global.com.