Stockpile Universal Terms & Conditions

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Welcome to Stockpile

These Terms of Service (“Terms of Service”) between Stockpile, Inc., its subsidiaries, affiliates, agents, service providers, and assigns (“Stockpile,” “we,” “us,” “our”) and you (“you,” “your”), the end user of our website (www.stockpile.com) (the “Website”) and mobile application (the “Application”), govern your use of our products and services we may offer through this Website and the Application from time to time, which we refer to collectively as the “Services”. A user under the age of 18 (“Minor User”), can only use a User Account (as defined below) and access certain other features of the Services with a Primary User’s authorization. You may not use the Services if you are a Minor User unless you have a Primary User authorizing your use.  A “Primary User” is an individual over the age of 18 who has a User Account and, with respect to any Minor User, is the parent or legal guardian of such Minor User.  Stockpile shall have the right to refuse to provide the Services to you if you formerly held a User Account that was closed for failure to pay any Stockpile membership fees.  If you violate any of these Terms of Service, Stockpile reserves the right to close your User Account(s) and terminate your use of the Services.

As the Primary User, you agree that you are responsible for your and the Minor User’s use of the Services and compliance with these Terms of Service. If you do not agree to these Terms of Service, please do not use our Services. You further agree to and accept full responsibility for any of your Minor User’s use of the Services, including all financial charges and legal liability that a Minor User may incur on behalf of your Account  or any other Services you or the Minor User uses.

Your use of the Services is subject to our Privacy Policy, located at https://www.stockpile.com/privacy.  Certain Services may be subject to additional terms, conditions, agreements, fees schedules, policies, guidelines, rules and schedules, which will be posted or made available separately from these Terms of Service (“Additional Terms”), including, without limitation, and product-specific addenda located at www.stockpile.com/terms. Such Additional Terms are incorporated into and form a part of these Terms of Service, except that the Additional Terms for the Wallet and the Kid’s Spending Account, including the associated Kid’s Savings Vault and the Kid’s Debit Card (as these terms are defined below) are distinct and separate from these Terms of Service and those Additional Terms exclusively govern such Services and these Terms of Service shall not apply except to the extent expressly stated otherwise in these Terms of Service or in the Additional Terms for such Services (the Wallet, the Kid’s Spending Account and associated Kid’s Saving Vault and Kid’s Debit Care, and the funds therein are owned by the Primary User and any interest income on the Kid’s Savings Vault will be reported under the Primary User’s social security number, not the Minor User’s social security number). If there is a conflict between these Terms of Service and the Additional Terms, the Additional Terms will control. To the extent that you use any other third party products and services in connection with your use of our Services, including, but not limited to, the Tuition Rewards® Program (the “Tuition Rewards Program”) provided and administered by SAGE CTB, LLC and Sage Scholars, Inc., each an independent company (“SAGE”) through a partnership with Stockpile , you agree to comply with all applicable terms of any agreement for such third-party products and services. Stockpile is not responsible for such third party products or services, or any losses or damages which may occur due to the use thereof. With respect to the Tuition Rewards® Program specifically, such products and services are provided through Sage, and pursuant to your agreement with Sage and are subject to eligibility requirements. Therefore, Stockpile is not responsible for the Tuition Rewards® Program or your use thereof. The Tuition Rewards® Program is not available in all jurisdictions and is subject to change without notice.

IMPORTANT NOTICE: PLEASE READ THESE STOCKPILE TERMS OF SERVICE CAREFULLY BEFORE USING WEBSITE, APPLICATION, OR SERVICES. THESE TERMS OF SERVICE CONTAIN A BINDING INDIVIDUAL ARBITRATION AGREEMENT AND CLASS ACTION WAIVER IN THE SECTION TITLED “DISPUTE RESOLUTION; CLASS ACTION WAIVER.” THIS AFFECTS YOUR RIGHTS WITH RESPECT TO ANY “DISPUTE” BETWEEN YOU AND STOCKPILE AND MAY REQUIRE YOU TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION, AND NOT IN COURT. PLEASE READ THE DISPUTE RESOLUTION AND CLASS ACTION WAIVER SECTION AND THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE SERVICES. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE, YOU SHOULD NOT USE THE WEBSITE, APPLICATION OR ANY SERVICES.  IF YOU VIOLATE ANY OF THESE TERMS OF SERVICE, WE RESERVE THE RIGHT TO CLOSE YOUR ACCOUNT(S) AND TERMINATE YOUR USE OF THE SERVICES.  TO DETERMINE IF OPENING A USER ACCOUNT IS APPROPRIATE FOR YOU, YOU SHOULD CONSULT WITH YOUR FINANCIAL AND TAX ADVISORS.

Stockpile Terms of Use

I. Services

To use the Website and/or Application, you will be required to create an online account, which will involve the creation of a username and password and provision of certain information (the “User Account”). The Services may include access to certain consumer financial products and accounts issued by third parties, including without limitation the following: (i) a demand deposit account issued by Green Dot Bank, Member FDIC (“Bank Partner”) to the Primary User and branded as the Stockpile Membership Deposit Account (referred to herein and on the Website/Application as the “Wallet”), which is required in order to use the Application; (ii) one or more demand deposit accounts branded as the Stockpile Tuition Rewards® Debit Account issued by Bank Partner to the Primary User (referred to herein and on the Website/Application as the “Kid’s Spending Account” (both the Stockpile Tuition Rewards® Debit Account and the funds therein are owned by the Primary User, not the Minor User), and for each Kid’s Spending Account the Primary User may set up one interest-bearing subaccounts where money can be set aside for certain purposes (referred to herein and on the Website/Application as the “Kid’s Savings Vault” (funds in the Kid’s Savings Vault are owned by the Primary User and any interest income will be reported under the Primary User’s social security number, not the Minor User’s social security number), and for each Kid’s Spending Account, the Primary User must designate a Minor User as an authorized user on the associated debit card branded as the Stockpile Tuition Rewards® Visa Debit Card (referred to herein and on the Website/Application as the “Kid’s Debit Card”); (ii) one or more investment accounts offered by Apex Clearing Corporation, or its successor (“Investment Partner”) and Stockpile Investment Advisors, Inc. (herein, the “Stockpile Investments Account(s)” and on the Website/Application as “Investing Cash”); or (iii) other third parties (“Other Third-Party Partner(s)”) that provide an account as part of the Services (“Other Third-Party Account(s)s”; the Wallet, Kid’s Savings Vault, Kid’s Spending Account, Kid’s Debit Card, Stockpile Investments Accounts, and Other Third-Party Accounts may be referred to herein collectively, as the “Third Party Accounts”). You understand that the Bank Partner, Investment Partner, and Other Third-Party Partners, as applicable, have sole discretion to approve or deny your application for the applicable Third Party Account, or discontinue such Third Party Account, for any reason or at any time, subject to applicable law. We, Bank Partner, Investment Partner, or Other Third-Party Partner, as applicable, may limit or deny your access to any other aspect of the Services or the applicable Third Party Accounts for any reason, subject to applicable law. In order to obtain a Third Party Account, you must accept certain Additional Terms between you and the Bank Partner, the Investment Partner, and/or the Other Third-Party Partner, as applicable, which provide the terms and conditions under which you and if applicable, any of your Minor User(s), may use the applicable Third Party Account.    

By requesting Services, you authorize us to make any inquiries, either directly or through third parties, including requiring you to provide documentation to us, either directly or indirectly, as we deem it necessary in our sole discretion to validate the information that you provide. Such inquiries may include engaging third parties to provide such services as age, identity, and relationship verification. If we are unable to verify the information that you provide, we or the applicable third party may (i) refuse to establish a requested Third Party Account; (ii) close an existing Third Party Account for Primary User and/or Minor User; and/or (iii) terminate access to the Services.

In addition, you, the Primary User authorize your wireless carrier to disclose information about your account and your wireless devices (including any Minor User), if available, to Stockpile and its service providers during the term of these Terms of Service, solely to help them identify you or your wireless device(s) and to prevent fraud. Refer to the Stockpile Privacy Policy for information about how we use your data.

We reserve the right to request such information at the time of enrollment or at any time thereafter during which you are a Primary User.

II. Updates to Terms of Service; Fees; Services

Subject to applicable law and any legally required notice requirements, we or the applicable third party may change provisions of these Terms of Service or Additional Terms, at any time for any reason, including for changes in laws or regulations. If we do, we will provide notice in accordance with applicable law, such as by posting the updated Terms of Service on the Website and/or in the Application, sending you an email summarizing the changes and providing a link to the updated Terms of Service, and/or adding a pop-up advising you that the Terms of Service have been updated upon your next login to the Application. Subject to applicable law and any legally required notice requirements, any changed Terms of Service will become effective immediately after they are posted and will apply prospectively to your use of our Services after the changes become effective. Your continued use of the Services, Application and Website following the effective date of any changes will constitute your acceptance of the new Terms of Service and/or Additional Terms. If you do not agree to any changed Terms of Service or Additional Terms, you must discontinue using the Services, Application and Website. We may discontinue, temporarily or permanently, our Services, or any part of our Services, or otherwise change the Services we offer with or without notice, subject to applicable law. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of our Services.

III. Your Representations and Warranties

By using the Services, you represent and warrant  that (i) you, as the Primary User, and any Minor User is a natural person; (ii) the Primary User is at least 18 years of age (or older if you reside in a state where the age of majority is older than 18); (iii) the Primary User authorizes use of the Services by the Minor User and will ensure compliance with these Terms of Service by the Primary User and Minor User; (iv) access to or use of the Services by the Primary User and/or any Minor User does not violate applicable laws; and (iv) all information provided to us, including, but not limited to any identifying information, is true, correct and complete. 

IV. Conduct

As a condition of your use of Services, Third Party Accounts, the Website, and/or the Application, you warrant that you will not use the Services, Third Party Accounts, the Website, or the Application for any purpose that is unlawful or prohibited by these Terms of Use. You understand, agree, and acknowledge that you may not, and warrant that you will not, (i) intentionally interfere with, alter, or damage operation of the Services, or any user’s enjoyment of either the Services by any means; (ii) attempt to gain unauthorized access to the Services or any part of either the Services or other accounts, computer systems, or networks connected to the Services; or (iii) disable, circumvent, or otherwise interfere in any way with Stockpile’s security-related features.

V. Deposit into the Wallet

Each Primary User may deposit or transfer funds into the Wallet, at any time, subject to any restrictions in these Terms of Service and any Additional Terms with Bank Partner. Deposits into the Wallet may be made via the methods specified in the applicable Additional Terms and the Application In no event shall Stockpile or Bank Partner be held liable for processing any deposit or transfer between Primary User’s Wallet or any other accounts if requested and authorized through the use of Primary User’s log-in access credentials.

VI. Intellectual Property Rights

By submitting any information to Stockpile through your access to and use of the Services (each, a “Submission”), you are licensing that Submission to Stockpile solely for the purpose of providing the Services, and you represent that you are entitled to do so for this purpose.  Further, you may choose, or Stockpile may invite you to, provide comments, suggestions, modifications, improvements or other feedback about any Stockpile products and services (collectively, “Feedback”). Stockpile will own all intellectual property rights in the Feedback, and you agree that Stockpile, in its sole discretion, may  use that Feedback in any way without restriction, including in future enhancements and modifications to the Services and without providing attribution or compensation to you or any third-party. We retain all right, title, and interest (including all copyright, trademark, patent, trade secrets and all other intellectual property rights) in our Services, the Website, and the Application, as well as our trademarks, service marks, designs, logos, URLs, and trade names that are displayed in connection with our Services, the Website, and the Application.

VII. Privacy

PLEASE REVIEW THE PRIVACY POLICY CAREFULLY. You agree that we may collect, use, and disclose your personal information in accordance with our Privacy Policy, which is incorporated by reference into these Terms of Service. Please note that our Privacy Policy contains a section which describes how we handle personal information of children under 13 years of age in compliance with the Children’s Online Privacy Protection Act (“COPPA”). A Minor User’s information, including but not limited to established spending parameters, pending transactions, approved purchases, and transaction history will be shared with the Primary User. The Primary User may prevent  this sharing by the closing the User Account and/or any Third Party Account of the Minor User, as applicable. Moreover, by using the Services, the Website, Third-Party Providers, and/or the Application, you acknowledge and agree that perfect security does not exist, internet transmissions may not be secure, and that a third party may intercept information that you provide to or receive from the Website, Third-Party Providers, and/or the Application, despite our efforts to protect any such transmissions. You also agree that you will, upon request from us, immediately remove from your computer or mobile device any software that we notify you poses a security risk. You are responsible for maintaining the confidentiality of any password associated with your use of the Services, as well as any activity within the Services using your password(s).

VIII. Electronic Communication

A. Your Consent to Receive E-Communications.

By creating a Stockpile User Account and accepting these Terms of Service, you consent to receiving electronic communications, which include any disclosure, notice, agreement, statement, schedule of fees, explanation of services, inquiry responses, or any other communication regarding any account, product or service provided to you, including promotional programs, directly or indirectly, by Stockpile, APEX Clearing, and/or Bakkt (collectively, “E-Communications”).

B. Email Addresses/Mobile Devices.

You agree that we may provide E-Communications to you via email, via text message to a designated mobile device, or by posting them to the Website or delivering them you via the Application. E-Communications sent via email will be delivered to the email address registered to your Stockpile User Account. If an E-Communication is sent via email and is returned as undelivered, we may use any other email address that we have for you or deliver the E-Communication to you via the Application. You must notify us of any change in your email address or mobile device number by emailing support@stockpile.com. Unless otherwise required by law, you agree that any E-Communication will be deemed received by you when sent by any means set forth above.  You agree to promptly notify us if you change your email address or any alternative method of communication you provide to us.

C. Withdrawal of Consent.

You may withdraw your consent to receive E-Communications by contacting Stockpile at support@stockpile.com. The withdrawal of your consent to E-Communications will result in the closing of your Stockpile User Account, your Third Party Accounts and cessation of all related Services.

D. Printed Copies.

You may contact support@stockpile.com to request a paper copy of any communication provided electronically. Stockpile may charge a fee per account for paper copies of electronic communications (the “Paper Copy Fee”). 

E. System Requirements

In order to properly access and retain your E-Communications you must have (i) a personal computer (with monitor) or mobile device capable of accessing the Internet, displaying visual content, and sending and receiving emails; (ii) access to a printer capable of printing copies of emails, Website or Application content for your records (if you desire paper records); (iii) sufficient computer or mobile device hard drive, or cloud-based storage capability, capable of storing data, if you wish to store E-Communications; (iv) an Internet browser that supports 128-bit encryption; and (vi) a software program that accurately displays PDF files. For E-Communications provided in PDF format, Adobe Acrobat Reader 6.0 or later versions is required, a free copy of which may be obtained from the Adobe website at www.adobe.com. If any of the above system requirements change, and we believe that such change may create a material risk that you will be unable to access E-Communications, Stockpile will notify you of the new hardware/software requirements.  Stockpile does not provide assurances that our systems are compatible with all hardware and software combinations. 

F. Telephone and Text Communications

By opening your Stockpile User Account and accepting these Terms of Service, you agree that we may call or send text messages to you regarding your Stockpile User Account using any contact information relating to your Stockpile User Account or the Services, including any telephone number (i) you have provided to us; (ii) from which you have called us; or (iii) which we obtained and at which we reasonably believe we can reach you.  You agree we may call or text any of these telephone numbers using an automatic telephone dialing system or an artificial or prerecorded voice.  You agree to promptly notify us if you change any telephone number contact you provide to us.

IX. Limitation of Liability.

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT LIMITS STOCKPILE’S LIABILITY TO YOU.

TO THE EXTENT PERMITTED BY APPLICABLE LAW AND WHERE SUCH LIMITATIONS DO NOT CONFLICT WITH OUR FIDUCIARY DUTY TO YOU (AS AND IF APPLICABLE), STOCKPILE, OUR AFFILIATES, SUBSIDIARIES, AND THIRD-PARTY SERVICE PROVIDERS, AND EACH OF OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES, WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, CLAIMS ARISING FROM OR RELATED TO: DELAYS OR MISTAKES RESULTING FROM ANY CIRCUMSTANCES BEYOND OUR CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOVERNMENTAL AUTHORITIES, NATIONAL EMERGENCIES, INSURRECTION, WAR, OR RIOTS; LOSS OF PROFITS, DATA, GOODWILL, OR ANY OTHER INTANGIBLE LOSSES; THE FAILURE OF ANY THIRD PARTY TO PERFORM OR PROVIDE SERVICES; COMMUNICATION SYSTEM FAILURES OR ANY FAILURES OR MALFUNCTIONS ATTRIBUTABLE TO YOUR EQUIPMENT, INCLUDING YOUR MOBILE PHONE OR OTHER DEVICE, ANY INTERNET SERVICE, ANY MOBILE PHONE NETWORK OR ANY OTHER COMMUNICATION NETWORK, OR ANY PAYMENT SYSTEM. WITHOUT LIMITING THE FOREGOING LIMITATION OF LIABILITY PROVISIONS, IN THE EVENT THAT WE ARE HELD LIABLE FOR DAMAGES TO YOU IN A COMPETENT LEGAL PROCEEDING, YOU WILL ONLY BE ENTITLED TO RECOVER YOUR ACTUAL DAMAGES. IN NO EVENT SHALL YOU BE ENTITLED TO RECOVER ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXTRAORDINARY, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES (WHETHER IN CONTRACT, TORT OR OTHERWISE), EVEN IF YOU HAVE ADVISED US OF THE POSSIBILITY OF SUCH DAMAGES. THIS PROVISION SHALL NOT BE EFFECTIVE TO THE EXTENT OTHERWISE REQUIRED BY LAW. TO THE EXTENT PERMITTED BY LAW, YOU AGREE THAT YOUR RECOVERY FOR ANY ALLEGED NEGLIGENCE OR MISCONDUCT BY STOCKPILE SHALL BE LIMITED TO THE TOTAL AMOUNT LOADED ON THE APPLICABLE WALLET.

X. Dispute Resolution; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT OR TO PURSUE CLAIMS IN A CLASS OR REPRESENTATIVE CAPACITY.

A. Applicability of this Dispute Resolution Policy. 

These Terms of Service are governed by the Federal Arbitration Act and federal arbitration law. To the fullest extent allowed by applicable law, you and Stockpile agree to submit all Disputes between us to individual, binding arbitration pursuant to the provisions in this “Dispute Resolution; Class Action Waiver” Section. A “Dispute” means any dispute, claim, or controversy (except those specifically exempted below) between you and Stockpile that in any way relates to or arises from any aspect of our relationship, including, without limitation, your use or attempted use of the Services, including your User Account or Third Party Accounts, your relationship with us, and all matters relating to or arising from these Terms of Service, Stockpile’s Privacy Policy, or any other agreement between you and Stockpile, including the validity and enforceability of this agreement to arbitrate. A Dispute shall be subject to binding, individual arbitration regardless of whether it is based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory. This includes claims that accrued before you entered into these Terms of Service. You understand that there is no judge or jury in arbitration and that court review of an arbitration award is limited.

B. Informal Negotiation Period.

Stockpile’s customer support department is available at support@stockpile.com to address any concerns you may have regarding the Services, your User Account or your Third Party Account. Most concerns are quickly resolved in this manner to our customers’ satisfaction. In an effort to accelerate resolution and reduce the cost of any Dispute between us, you and Stockpile agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before either party initiates any arbitration or court proceeding (the “Initial Dispute Resolution Period”). That period begins upon receipt of written notice from the party raising the Dispute. 

If Stockpile has a Dispute with you, it will send notice of that Dispute to your billing address and/or email address you have provided to us. If you have a Dispute with Stockpile, you must notify us in writing at the following email address: support@stockpile.com, using the subject line “Initial Dispute Resolution Notice.” Your notice of Dispute must be individual to you and must include, as applicable, your name, the email address associated with your Account, your cell phone number, and your residential mailing address. The notice of Dispute also must describe the Dispute, explain the facts of the Dispute as you understand them, and tell Stockpile what you want us to do to resolve the problem. The parties shall use their best efforts to settle any Dispute directly through consultation and good faith negotiations, and you agree that a notice of Dispute containing all of the information required above, followed by at least 30 days of good faith negotiation, are preconditions to either party initiating a lawsuit or arbitration. A notice of Dispute will not be valid, will not start the Initial Dispute Resolution Period, and will not allow you or Stockpile later to initiate a lawsuit or arbitration, unless it contains all of the information required by this paragraph. If either of us commences an arbitration without having previously provided a valid and compliant notice of Dispute, you and Stockpile agree that the applicable arbitration provider (or the arbitrator, if one has been appointed) must suspend the arbitration until the party that initiated it complies with the Initial Dispute Resolution Period. You and Stockpile authorize the arbitration provider or the arbitrator to decide summarily whether the party that commenced an arbitration complied with the Initial Dispute Resolution Period requirement, relying solely on these Terms of Service and the notice of Dispute (if any) that you or Stockpile provided before commencing arbitration.

C. Binding Arbitration. 

If a Dispute cannot be resolved through negotiations during the Initial Dispute Resolution Period, then either you or Stockpile may elect to have the Dispute finally and exclusively resolved by binding arbitration, unless an exception applies as stated below. 

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA Consumer Arbitration Rules in effect when the notice of Dispute is delivered to the other party (the “AAA Rules”), which Rules are available at www.adr.org/consumer, as modified by these Terms of Service.  If, for any reason, AAA is unable to provide the arbitration, then except as otherwise stated below, you may file your Dispute with any national arbitration company that handles consumer arbitrations following procedures that are substantially similar to the AAA Rules.

If the amount of a Dispute does not exceed $25,000, then the Dispute may be resolved by the arbitrator through the submission of documents only (also known as a “desk arbitration”) without in-person or telephonic hearings.  However, any party may still request a hearing, and an arbitrator might also determine that a hearing is necessary. Arbitration hearings may be conducted by videoconference unless the arbitrator believes an in-person hearing is necessary. In such instances, the parties will work together to select a location for the arbitration hearing that will be mutually convenient for both parties with due consideration of their ability to travel and other pertinent circumstances.  If the parties are unable to mutually agree upon the location for the arbitration hearing, then the arbitrator shall select the location in accordance with the AAA Rules.  

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. The decision of the arbitrator shall be final and binding on you and Stockpile, and any award of the arbitrator may be entered in any court of competent jurisdiction.

The arbitrator shall determine the scope and enforceability of this arbitration agreement, including whether a Dispute is subject to arbitration. The arbitrator has authority to decide all issues of validity, enforceability or arbitrability, including, but not limited to, where a party raises as a defense to arbitration that the claims in question are exempted from the arbitration requirement or that any portion of this agreement is not enforceable.

If a lawsuit filed in court includes claims or requests for relief that are arbitrable and claims or requests for relief that are not, you and Stockpile agree that any non-arbitrable claims or requests for relief shall be stayed pending the completion of the arbitration of the arbitrable claims or requests for relief.

D. Class and Collective Action Waiver.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU AND STOCKPILE AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A CLASS ACTION, COLLECTIVE ACTION OR CLASS ARBITRATION, OR AS A PRIVATE ATTORNEY GENERAL. To the extent applicable law does not permit waiver of private attorney general claims, but permits them to be arbitrated, then such claims shall be resolved in arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity.

If any provision in this Dispute Resolution/Class Action Waiver Section of these Terms of Service are found to be unenforceable, that provision shall be severed with the remainder of this Dispute Resolution/Class Action Waiver Section of these Terms of Service remaining in full force and effect. The foregoing shall not apply to the prohibition against class or collective actions as provided for above. This means that if the prohibition against class or collective actions is found to be unenforceable for any reason, the entire Dispute Resolution Section of these Terms of Service (but only the Dispute Resolution/Class Action Waiver Section) shall be null and void.

E. Exceptions to Informal Negotiations and Arbitration.

Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring an action in state or federal court that only asserts claims for patent infringement or invalidity, copyright infringement, piracy, moral rights violations, trademark infringement, and/or trade secret misappropriation, but not, for clarity, claims related to the license granted to you for the Services under these Terms of Service. Such claims are subject to the “Choice of Law; Venue for Non-Arbitral Disputes” clause below.

Either party may also seek relief in a small claims court for any individual disputes or claims within the scope of that court's jurisdiction. If an arbitration is filed, before the arbitrator is formally appointed either party can send written notice to the opposing party and the applicable arbitration provider that it wants the case decided by a small claims court, after which the arbitration provider may close the case.

F. Arbitration Fees and Expenses.

Under the AAA Rules in effect on the effective date of these Terms of Service, if Stockpile is the claimant who makes a “Demand for Arbitration” (as defined in the AAA Rules), then Stockpile shall be responsible for paying all of the administrative fees of the arbitration including the non-refundable initial filing fees, the case management fees, the hearing fees and the arbitrator fees charged by the AAA.  However, if you decide to become the claimant making a Demand for Arbitration against Stockpile, then you will be required to pay your portion of the non-refundable initial filing fees, but Stockpile will be required to pay the remainder of the administrative fees of the arbitration, including the remainder of the initial filing fees, the case management fees, the hearing fees and the arbitrator fees charged by the AAA.  Please note that the AAA Rules, including the fee amounts and the allocation of the fees between the parties, are subject to change by the AAA at any time.

Except as described above for AAA administrative fees, each party shall be responsible and liable for its own fees and expenses in connection with any arbitration (or court proceeding to enforce an arbitral judgment) including, without limitation, its own attorney’s fees and expenses and the costs of required travel and any other expenses in connection with the arbitration proceeding.  The expenses of witnesses for either side shall be paid by the party producing such witness.

G. Choice of Law; Venue for Non-Arbitrable Disputes.

Except as otherwise provided herein, your use of the Services under these Terms of Service is governed by the laws of the State of Delaware, excluding its conflict of laws provisions, and, where applicable, will be governed by and construed in accordance with the federal laws of the United States.

For any claims not subject to binding individual arbitration, and which cannot be brought in small claims court as set forth above, you and Stockpile agree to submit to the exclusive jurisdiction of the state and federal courts in Delaware, and you and Stockpile consent to venue in and personal jurisdiction before such courts (but without prejudicing either party’s rights to remove a case to federal court if permissible).

Claims excluded from arbitration are subject to the choice of law and forum selection clauses set forth in these Terms of Service.

XI. Limitations for International Users

The Services may not be available in your state or country. Stockpile does not represent that materials on the site are appropriate or available for use outside of the United States. Persons who choose to access the Services from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

Nothing in the Services should be considered a solicitation of an offer to buy or an offer to sell any security, advisory or other service to any person in any jurisdiction in which such offer or solicitation, purchase or sale, or provision of such services is illegal. References to services unavailable in your state or country do not imply that these services will be made available to you.

XII. Fees and Costs

“Stockpile Fees”), including, without limitation, the fees in connection with the Stockpile general membership plans (the “Stockpile Membership Fees”), and all of the Stockpile Fees  are located at: www.stockpile.com/fees.  Fees associated with the Wallet, the Kid’s Spending Account and associated Kid’s Debit Card, are distinct from the Stockpile Fees and are specified in Additional Terms applicable to such Services available at  www.stockpile.com/child-deposit-account-agreementandwww.stockpile.com/wallet-deposit-account-agreement. The Stockpile Membership Fees will be charged to your Wallet in accordance with the authorization you provide when you sign up to receive the Services.  To revoke any such consent, send an email to support@stockpile.com, but if you revoke any such consent, Stockpile will terminate your User Account and access to the Services and any Third Party Accounts will also be closed, including the Wallet, and any Kid’s Spending Account and associated Kid’s Saving Vault and Kid’s Debit Card.  Stockpile Fees that are specific to use of other Services pertaining to the applicable Third Party Account will be assessed directly to such applicable Third Party Account (and not through the Wallet or any Kid’s Spending Account or associated Kid’s Saving Vault or Kid’s Debit Card), including, but not limited to the Stockpile Investments Account.  In addition, your wireless carrier may charge fees for your data usage in connection with your use of Services. The fees for Services and your access to the Services are unrelated to any other fees that may be charged to you by a third party arising from your use of Services.

If the balance in your Wallet is insufficient at any time to pay the Stockpile Membership Fees, Stockpile may, in its discretion, provide you with a period not to exceed 60 calendar days (the “Grace Period”) from the date that the amount of available funds in your Wallet became insufficient (the within which period you may add additional funds to your Wallet. If any Stockpile Membership Fees remain unpaid after the end of the Grace Period for any reason and the amount of funds in your Wallet is not sufficient to pay the deficit, Stockpile shall have the right to terminate your User Account and access to the Services, and all Third Party Accounts will be closed, including the Wallet and any Kid’s Spending Account and associated Kid’s Saving Vault and Kid’s Debit Card (a “Forced Closure”). Stockpile may take the following actions in connection with any Forced Closure: (i) cancel your membership and your access to all Third Party Accounts, (ii) liquidate your Stockpile Investment  Account by selling securities; (iii) transfer funds from any Kid’s Spending Account or Kid’s Savings Vault to the Wallet and debit the Wallet for any outstanding Stockpile Membership Fees.

Subject to applicable law and any legally required notice period, all Stockpile fees are subject to change at any time by Stockpile, with or without notice, as a result of changes made by parties other than Stockpile or changes in applicable law. In addition, Stockpile may amend, revise, change, or supplement the any fees by giving you at least thirty (30) days’ notice of any such amendment, revision, change, or supplementation; provided, however, that you may terminate these Terms of Service in response to such amendment, revision, change, or supplementation (not attributable to the third parties) by providing Stockpile with written notice between the date of receiving notice of the amendment, revision, change, or supplementation and the effective date of such amendment, revision, change, or supplementation.

XIII. Indemnification

You agree to defend, indemnify, and hold harmless Stockpile, its affiliates, subsidiaries, joint ventures, licensees, providers/issuers/program managers of Third Party Accounts and each of its and their respective officers, directors, agents, employees, shareholders, and any third-party partners, from and against all damages, expenses, losses, costs, or any other claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service, or your violation of any law or regulation, or the rights of any third party.

XIV. Notices

You must provide written notices to Stockpile by sending an email to , or sending a fax to (818) 688-0722, or by sending a letter to:
Stockpile, Inc.
548 Market St. PMB 61216
San Francisco, CA 94104

XV. Term and Termination

Stockpile reserves the right to terminate these Terms of Service, suspend, or terminate your User Account, and access to the Application , Third Party Accounts and/or any Services, upon notice and only for justifiable reasons, such as failure to pay fees, non-compliance with these Terms, User Account inactivity for duration of more than two (2) months, or if required by applicable law, Bank Partner, Investment Partner, or any Other Third Party Partner. We will provide you with reasonable notice and an opportunity to resolve any issues before termination, where possible. Termination of this Agreement will result in the closure of any or all of your Third Party Accounts by Stockpile in accordance with these Terms of Service and the Additional Terms and, in connection therewith, the liquidation of your Stockpile Investment Account, closure of your Wallet, Kid’s Spending, Kid’s Savings Vault and/or Kid’s Debit Card by Bank Partner, as applicable. Unless you terminate your User Account pursuant to Section XVI (which will terminate all associated Services and Third Party Accounts) or Stockpile terminates your User Account pursuant to these Terms of Service or your Services or Third Party Accounts are terminated pursuant to the applicable Additional Terms, your enrollment in the User Account and associated Services or Third Party Accounts shall automatically continue indefinitely.

XVI. ACCOUNT CLOSURE/TERMINATION

YOU MAY TERMINATE THESE TERMS OF SERVICE AND YOUR STOCKPILE USER ACCOUNT AT ANY TIME BY EMAILING AND CLOSING YOUR USER ACCOUNT AND ALL SERVICES AND THIRD PARTY ACCOUNTS. THE CLOSURE OF ANY OF YOUR THIRD PARTY ACCOUNTS WILL REQUIRE YOU TO COMPLETE THE STEPS AND PROVIDE THE INFORMATION REQUIRED IN THE APPLICATION AND/OR BY THE APPLICABLE THIRD PARTY PARTNER IN ORDER TO FINALIZE SUCH CLOSURE. ALL SUCH STEPS MUST BE FULLY COMPLETED IN ORDER TO PREVENT FUTURE CHARGES TO YOUR THIRD PARTY ACCOUNTS AND/OR LINKED EXTERNAL ACCOUNTS.

XVII. MISCELLANEOUS

Your right to use and access the Services is personal to you and is not transferrable by you to any other person or entity. Stockpile may transfer, assign sublicense or pledge in any manner whatsoever, any of its rights and obligations under these Terms and Conditions to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent.

Any waiver of our rights under these Terms of Service must be in writing, signed by Stockpile, and any such waiver shall not operate as a waiver of any future breach of these Terms of Service. Our failure to exercise any rights or enforce any of these Terms of Service is not a waiver of such right or term.

In the event any portion of these Terms of Service is found to be illegal or unenforceable, such portion shall be severed from these Terms of Service to the minimum extent necessary, and the remaining terms shall be separately enforced so that these Terms of Service shall otherwise remain in full force and effect to the fullest extent permitted by law.

You warrant to Stockpile, as a condition to your use of Services, Third Party Account(s) the Website, and/or the Application, that your use of the Services, Third Party Account(s) the Website, and/or the Application shall at all times comply with all applicable laws, rules, and regulations. You are only entitled to use and access the Services, Third Party Account(s), the Website, and the Application for lawful purposes.

These Terms of Service, and all documents incorporated or hyperlinked into these Terms of Service by reference including the documents linked below, constitute the entire agreement between you and Stockpile with respect to this subject matter and supersede any and all prior or contemporaneous or additional communications, negotiations, or agreements with respect thereto. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability, and general provisions shall survive any termination of these Terms of Service.

Exhibit A. Stockpile Advisory Terms

This non-discretionary investment advisory agreement (this “Agreement”) sets out the terms and conditions under which  Stockpile Investment Advisors, Inc. (“Adviser”, “we”, or “us”), an investment adviser registered with the U.S. Securities and Exchange Commission, will provide ongoing non-discretionary investment advisory services with respect to certain securities and assets held in your investment account (the “Investment Account”). This Agreement will become effective, and you and any other individual(s) (e.g., child or spouse) you identify to us as a joint accountholder will become our client (collectively, “Client”, “you”, “your” or similar terms), on the date you sign it.  You will sign this Agreement by checking and clicking the “Accept” button or typing your name in the electronic signature field appearing after you have scrolled through this Agreement, either of which will constitute your electronic signature. Your electronic signature will be the same as if you signed a paper agreement by hand.

For Adviser to provide investment advisory services with respect to your Investment Account, you will need to open a securities brokerage account and execute an account agreement with the third-party broker-dealer, Apex Clearing Corporation LLC  made available through the Platform  (the “Broker”) and be subject to the terms of a customer agreement for the Broker (the “Customer Agreement”).      You can open your Investment Account on any device by visiting the interactive mobile application, if applicable (the “Platform”) and going through the onboarding process, which includes electronically signing the required agreements. Adviser may delay establishing an Investment Account at Broker until such time as the Client authorizes a contribution to fund the Investment Account and/or until such time as Adviser receives all required account opening information from you in order to establish the Investment Account. Adviser shall have no obligation or liability for the acts or omissions of Broker and you understand and agree that your relationship with Broker shall be governed solely by your  Customer Agreement with Apex Clearing Corporation LLC.

You and we agree:

1. DESCRIPTION OF SERVICES.

You hereby appoint Adviser as your non-discretionary investment adviser to provide investment recommendations, which primarily consist of a selection from a curated list of exchange-traded funds (“ETFs”) based on the Client’s preferences, objectives, net-worth, sophistication, and risk tolerance (“Investor Profile”), for the assets in your Investment Account (excluding any assets held in a “Learning Bucket,” as defined below) in accordance with the terms set forth below (the “Services”). We accept that appointment under the terms and conditions set forth in this Agreement. 

Client exercises full investment discretion in relation to the assets in the Investment Account. Client understands, acknowledges, and agrees that Adviser has no discretionary authority with respect to the Investment Account. Client and Adviser acknowledge and agree that Adviser does not possess the authority to place any trades or otherwise execute any transactions on behalf of Client. Accordingly, Client is ultimately and solely responsible for implementing any and all Recommendations (as defined below). Adviser will not provide investment advice other than the Services described in this Agreement. You acknowledge that Adviser will deliver the Services through the Platform. For questions about the Platform, such as technical questions, you may contact Adviser by email to support@stockpile.com. Adviser does not provide investment advice over the phone or otherwise in a format other than through the Platform and in the form of recommended securities.

Through the Platform, you will provide us information about yourself [and any joint accountholders] (including age, income and liquid net worth, investment objectives, and risk tolerance), and, upon evaluating your information, Adviser will make securities recommendations (“Recommendations”) consisting of equity securities     and exchange traded funds (“ETFs”),  collectively referred to as, “Securities” . Such recommendations are made on a non-discretionary basis. ; when a recommendation is provided, you will decide whether or not to accept and/or implement such recommendation(s).  If this Agreement includes multiple accountholders (which are collectively referred to as “Client” throughout), Adviser’s service shall be based upon the joint goals communicated to the Adviser. Adviser shall be permitted to rely upon information provided by any such accountholder. Adviser shall not be responsible for any claims or damages resulting from such reliance or from any change in the status of the relationship between or among multiple accountholders.

Client Investment Flexibility

As part of this Agreement, the Client has the option to allocate a portion of the Investment Account assets to a "Learning Bucket." This program is designed to allow the Client to actively explore investment opportunities within a structured and guided framework, while ensuring that overall risk management and portfolio alignment are maintained.

Learning Bucket Terms and Conditions:

Purpose: The Learning Bucket is intended to empower the Client by enabling them to select certain securities for investment, fostering greater understanding and engagement with their portfolio.

Allocation Guideline: The Client may allocate up to 10% of the total asset value (AUM) of their Investment Account, including cash, to the Learning Bucket. This figure will be calculated on an ongoing basis. This allocation guideline seeks to limit concentration risk and ensure that the overall composition of Client’s Investment Account aligns with their long-term financial objectives and risk tolerance as agreed upon in this Agreement.

Screened Security List: Based on the Client’s identified risk profile, the Adviser will provide a screened list of securities eligible for purchase (single name stocks, ETFs, etc.) within the Learning Bucket. The securities list will be selected in alignment with the Client’s risk tolerance and investment goals to support informed decision-making and minimize undue risks.

Limited Client Discretion: The Client retains sole discretion to select securities for purchase from the screened list within the Learning Bucket. The Adviser will not provide direct advice regarding the Client’s specific selections within the Learning Bucket, and will not consider any securities held in the Learning Bucket in developing its Recommendations for the non-Learning Bucket portion of the Client’s Investment Account.

Monitoring and Reporting: The Adviser will provide periodic reports detailing the performance and risk metrics of the securities held within the Learning Bucket. These reports are intended to ensure transparency and assist the Client in making informed investment decisions within this allocation.

Risk Considerations: The Client acknowledges that investments made within the Learning Bucket are subject to market risks, including the possibility of loss. The Adviser shall not be responsible for performance outcomes related to securities selected by the Client within this allocation.

Review and Adjustments: The Adviser may periodically review the Learning Bucket’s performance in the context of the Client’s overall portfolio. If deemed necessary, the Adviser may recommend adjustments to maintain overall portfolio alignment and adherence to the Client’s financial objectives.

Compliance with Allocation Limitations: The Client acknowledges and agrees to maintain compliance with the prescribed allocation limitation guidelines of the Learning Bucket. If at any time the Client exceeds the permitted allocation, the Adviser reserves the right to take corrective action. Such action may include, but is not limited to, notifying the Client of the imbalance, requiring corrective rebalancing, discouraging additional purchases within the Learning Bucket, or, in extreme cases, closing the Client’s advisory account. These measures are intended to ensure compliance with investment parameters and uphold the integrity of the overall advisory strategy.

By agreeing to the “Learning Bucket Terms and Conditions,” the Client acknowledges that the Learning Bucket is an elective allocation designed to enhance their investment experience and knowledge. The Adviser will continue to provide investment advice with respect to the assets in the Investment Account outside of the Learning Bucket in accordance with the terms of this Agreement.

If you have placed a security freeze on your personal information and credit, you consent to the temporary lifting of your security freeze for the purposes of opening your Investment Account with Broker, and to the use of any credit reporting facility or agency report in connection with your Account. You also authorize us to deliver to Broker a copy of this Agreement as evidence of the authority of Adviser to act for and on behalf of your Investment Account.

You acknowledge that Adviser does not provide: (i) comprehensive financial planning services, and its Services are not a complete investment program; or (ii) tax, accounting or legal advice, nor prepare any legal or accounting documents for the implementation of any of your financial or investment plans. You are encouraged to consider additional asset classes, strategies and investments to meet your overall investment needs and objectives; and to consult with your tax advisor regarding any tax consequences related to your Investment Account. You agree to review information available to you regarding the securities, as well as the brokerage statements, transaction confirmations, and tax reporting forms provided by Broker for tax-related information. Each Client must rely upon its own representatives, including its own legal counsel and accountant, as to legal, tax and related matters concerning any assets in the Investment Account or any Investment Account transactions and for preparation of any legal, accounting or tax documents. You can access tax documents through the Platform when such documents are ready. You may also be able to download them from the Platform or Broker’s website. The Client and Client’s tax advisors are responsible for how investments and the transactions in the Client’s Investment Account are reported to the Internal Revenue Service or any other taxing authority. Adviser assumes no responsibility to the Client for the tax consequences of any transaction.

Client acknowledges that any advice Adviser gives pursuant to this Agreement is limited to the assets in the Investment Account (excluding the Learning Bucket) and does not take into consideration any other assets owned by Client (including any joint accountholders) or information not provided to Adviser. Adviser will be responsible for the review and evaluation of your current financial information that you provide to us and will make recommendations based on that information. It is your responsibility to update your information on the Platform and update the information through the Platform promptly if there are changes to your financial situation, goals, objectives, personal circumstances, time horizon or if other relevant information changes or becomes available. The value and usefulness of Adviser’s investment advice to Client largely depends on the information Adviser is provided. Adviser shall not be held responsible for any Recommendations or the failure to make any Recommendations if Client fails to inform Adviser of any changes in Client’s financial situation, investment objectives, restrictions or any other factors that may be necessary and/or important to Adviser’s provision of Services to Client. You are solely responsible for evaluating the merits and risks associated with any Investments recommended by Adviser.

Adviser further reserves the right, in its sole discretion from time-to-time, upon providing prior notice to Clients, to engage any investment service provider from which Adviser may obtain any or all investments, change any such investment service provider and to make additional investment service providers available through the Platform. In providing its services, Adviser or any of its affiliates may, subject to applicable laws and regulations, engage unaffiliated vendors or other contractors to aid it in fulfilling its duties under this Agreement or to provide ancillary enhancements or features of the services contemplated herein.

2. CLIENT INFORMATION.

You confirm that all of the information you have provided through the Platform is true, accurate and complete in all respects. Without limiting the generality of the preceding sentence, you represent and warrant that you are neither insolvent nor have you been found by a court or regulatory body to be bankrupt or insolvent through a judicial or regulatory proceeding. You agree to notify us promptly of any change in information that may be relevant to your financial circumstances. You understand that Adviser will contact you at least annually via the Platform, email or through any other means deemed appropriate, to request that you review your Investment Account to determine whether it should be modified. You agree to periodically review the information you have provided for accuracy and provide material updates promptly using the Platform. You acknowledge and agree that Adviser relies on the information you provide through the Platform to provide the advisory services subject to this Agreement. You further acknowledge and agree that Adviser shares some or all of your information with Broker and that, subject to the terms and conditions of the Customer Agreement, Broker relies on such information to perform certain compliance functions including verifying your identity for customer identification purposes and anti-money laundering purposes and confirming that U.S. firms like Adviser and Broker are permitted to provide you with services under applicable U.S. economic sanctions against various countries, individuals, and organizations.

3. FUNDING THE ACCOUNT.

The Adviser does not have authorization to move funds into or out of Client advisory accounts. All transfers, deposits, withdrawals, and other account funding activities must be initiated by the Client in accordance with their instructions. The Adviser does not and will not accept, process, or facilitate any requests to transfer Client funds.

For more information regarding the movement of funds and account funding procedures, including applicable policies and restrictions, please refer to the Terms and Conditions of the Stockpile Application.

You agree and acknowledge that any deposit or transfer to your Investment Account may not be canceled by you following the initiation and/or authorization of such transaction. You hereby acknowledge and agree that each deposit or transfer you make may not be credited to your Investment Account for up to five (5) Business Days and that such uninvested cash will not be subject to financial gains or losses resulting from movement in market prices during that time period. 

You represent and warrant that none of the money you deposit in your Investment Account is derived from, or will be used to promote the conduct of, any crime or other illegal activity. You agree not to deposit (or direct the deposit of) any money in your Investment Account that comes from, or that will be used to promote the conduct of, any crime or other illegal activity. You represent that no individual or entity has an interest in any money you use for deposits or in any money or securities in your Investment Account other than you or any other individual you have disclosed to Adviser during account opening.  

You further agree that, if your Funding Account is closed or restricted after you connect it to the Investment Account, you will have no right or ability to transfer new funds into or withdraw funds from your Investment Account unless and until: (i) the Funding Account is reopened or unrestricted; or (ii) you successfully connect a different and adequately funded Funding Account to the Investment Account.

4. TAXES.

When Securities are sold, you may be subject to transaction fees, and/or tax consequences, such as any direct or indirect local, state, federal, or foreign taxes, levies, duties, or similar government assessments of any nature, including value-added, use, or withholding taxes (collectively, “Taxes”). You are responsible for paying all Taxes associated with your participation in the Platform. When you withdraw money from your Investment Account, Broker may reduce the amount of the distribution by the amount of any tax mandatory withholding as required by applicable law. You understand and agree that neither Adviser nor any of its affiliates is responsible for withholding any tax penalties that may apply to any type of account subject to this Agreement or for any state or federal income tax withholding, except as may otherwise be required by applicable law.

5. FEES AND EXPENSES.

Stockpile Inc., Adviser’s parent company, will charge Clients a monthly fixed membership fee for App access (the “Fees”).  Adviser’s advisory fee is included in the membership fee as a fixed fee of $.01, per membership, per month. Fees are assessed monthly, in advance. Stockpile Inc. and Adviser are solely responsible for the accurate calculation of fees. Memberships canceled after the close of the billing period will be subject to the subsequent billing period; services will remain in effect until the end of such billing period. No refunds of advisory fees paid in advance will be paid to clients, pro rata or otherwise. 

The Fees are generally not negotiable, and Adviser reserves the right to discount or waive any Fees at its sole discretion. 

You agree and acknowledge that you are responsible for paying any and all Fees, including, without limitation, the Fees that you owe pursuant to this Agreement. You are responsible for maintaining complete and accurate billing and contact information with Adviser. You acknowledge that such fees may change from time-to-time and will be available on the Platform and in the Disclosure Brochure (as defined below). In the event of a change in Fees, Adviser will provide you with notice electronically by e-mail and  through the Platform. You agree to check the Platform from time-to-time for updates to the Fees applicable to your Investment Account.

In addition to the Fees, Clients will incur brokerage and other transaction costs in connection with the Investment Account, which are charged directly by the Broker or other third party and not Adviser. These types of charges include, but are not limited to, wire transfer fees, paper statement fees, and bounced check fees. The issuer of some of the securities that may be recommended by Adviser to a Client, such as ETFs, may charge product fees and expenses that are borne by the Client. An ETF typically includes embedded expenses that may reduce the fund’s net asset value, and therefore directly affect the fund’s performance and indirectly affect a Client’s portfolio performance or an index benchmark comparison. Further, to be eligible for Adviser’s Services, Clients must maintain a linked Financial Institution account.

6. CUSTODY OF ASSETS AND ACCOUNT STATEMENTS.

Broker is a “qualified Custodian” as defined under Rule 206(4)-2 of the Advisers Act, and will have possession and provide safekeeping of your assets in the Investment Account. Adviser will not act as the qualified custodian for the assets in your Investment Account. You agree to complete the necessary application materials to open an account with Broker. All Investment Account transactions will be effected by a payment to, or delivery by, Broker of all cash and/or securities due to or from the Investment Account. Adviser is not permitted to instruct Broker to deliver funds or securities to itself.  

Broker will send you electronic notice of all confirmations of securities transactions and provide account statements on a periodic basis through the Platform, identifying the amount of funds and each security in the Investment Account at the end of the period and setting forth all transactions during that period. You are responsible for reviewing the confirmations and statements provided and reporting any discrepancies in the information directly to Broker. You authorize us to instruct Broker to send us trade confirms and monthly statements showing all transactions occurring in your Investment Account during the period covered. You acknowledge that Adviser is not responsible for the obligations of Broker, or any successor broker-dealer, and that Adviser and Broker have separate agreements that allocate separate sets of rights and obligations between you and the Broker (or a successor broker-dealer). We will not be responsible for any loss incurred by reason of any act or omission by Broker; provided, however, that we will make reasonable efforts to require that it perform its obligations with respect to the Investment Account. All transactions concerning the Investment Account shall be binding upon the Client at the Client’s sole risk. Adviser shall not have or maintain, or be deemed to have or maintain, within the meaning of Rule 206(4)-2 of the Advisers Act, custody and/or physical control of the assets in the Investment Account, and you agree and confirm that any agreement concerning the Investment Account with the Broker does not provide otherwise

7. BROKERAGE AND TRANSACTION EXECUTION.

To access and use the Services via the Platform, all brokerage transactions for your Investment Account must be executed by Broker. You cannot designate or select a different broker for trade execution. In selecting brokers to execute such transactions, Adviser shall seek best execution for all trades. In the event Adviser determines that Broker does not at any time provide “best execution” in its capacity as a broker-dealer, Adviser reserves the right to select a different broker-dealer which will provide “best execution” with respect to such transaction. “Best execution” includes the amount of broker/dealer fees or transaction costs that will be charged to the Investment Account in connection with any trade, but it may also include other criteria and benefits, such as the financial stability and reputation of the brokers and the brokerage, research and other services provided by such brokers. As such, Adviser may require the Broker to be the broker-dealer with respect to the Investment Account even if its broker-dealer fees are not the lowest fees which could be charged for such transaction, in consideration for other benefits that the broker-dealer offers for the Investment Account.

8. PROXIES AND CORPORATE LEGAL ACTIONS.

Adviser does not exercise voting authority over Client proxies. Clients retain the responsibility for receiving and voting proxies for any and all securities maintained in such Client’s portfolio. Clients will receive proxies and other solicitations directly from Broker. 

9. DELIVERY OF BROCHURE AND RELATIONSHIP SUMMARY.

You acknowledge that you have received a copy of Adviser’s Form ADV Part 2A (“Disclosure Brochure”) and Form CRS (“Relationship Summary”), delivered electronically.  The Disclosure Brochure and Relationship Summary are available on the U.S. Securities and Exchange Commission’s Investment Adviser Public Disclosure webpage onwww.adviserinfo.sec.gov, and contain certain disclosures concerning brokerage practices, risk factors and potential conflicts of interest, all of which may be amended from time-to-time subject to law. You may also obtain a copy of Adviser’s Disclosure Brochure and/or Relationship Summary, upon request by email to support@stockpile.com . 

10. CONFIDENTIALITY, PRIVACY, AND TRUSTED CONTACT.

The information you provide to Adviser, including your personal information, is subject to the terms of Adviser’s Privacy Notice, which is available via the Platform. By entering into this Agreement, you acknowledge receipt of the Privacy Notice, which Adviser may amend from time-to-time by posting new versions on the Platform. 

Except as required by law or requested by regulatory authorities, Adviser agrees to maintain in strict confidence all of your nonpublic personal and financial information that you furnish to Adviser, except for information that you explicitly agree to share publicly. You agree that you shall not use investment advice or other confidential information you receive from Adviser for developing a service that competes with the Platform or the services of Adviser or any of its affiliates. 

You consent to Adviser recording and/or monitoring your telephone calls and electronic communications with representatives and associated persons of Adviser without further notice. You expressly authorize Adviser representatives or associated persons to contact you for purposes of evaluating the offering of the advisory services, the Platform, and other products and services by calling, writing, or emailing at the telephone number(s), mailing address, and/or email address(es) you provide in connection with your Investment Account, including any additional or updated telephone numbers, mailing addresses, or email addresses. The authorization in the preceding sentence will remain in effect unless and until you specifically revoke it by notifying Adviser or associated persons with whom you are in contact. 

Furthermore, you may appoint an adult at least eighteen (18) years of age as a trusted contact person (“Trusted Contact Person”) who may be contacted about your Investment Account. We, or Broker, may disclose information about your Investment Account to your Trusted Contact Person in order to address possible wrongful or unauthorized use of your assets or to confirm the specifics of your contact information, health status, or the identity of any legal guardian, executor, trustee, or holder of a power of attorney.

11. ACKNOWLEDGEMENTS, REPRESENTATIONS AND COVENANTS.

You understand, agree and confirm to Adviser that:

Authority. You have the full legal power, authority and capacity to enter into this Agreement on your behalf and on behalf of any joint accountholder you identify to us. You certify that you are of legal age to enter into contracts in the state where you live. This Agreement constitutes a legal, valid and binding obligation on you with respect to your Investment Account. You acknowledge that you are solely responsible for carefully reviewing and understanding all terms and conditions of this Agreement. You acknowledge and agree that you are fully responsible for all acts and omissions relating to the use of the Platform, including the deposit and contributions to and withdrawals from your Investment Account, by any person who uses your user account and password(s), as described in the Stockpile Inc. Terms of Service (the “Terms of Service”). You may not share your password(s) with others, and you must notify Adviser immediately if you know or suspect that the confidentiality of your password(s) has been compromised. You (and any joint accountholders) are the only person(s) who may use your user account and password to access the Platform and your Investment Account. You represent and warrant that no term of this Agreement conflicts with or violates any duty you have under any law, regulation, or agreement. 

The Platform and the Services are appropriate. You have evaluated the Platform, the Services, and the costs, and determined that they are appropriate for you, taking into account all relevant factors, including, your need for investment advice, your risk tolerance and investment experience, your particular financial needs and circumstances, and the fees charged for the account versus other types of investment accounts. You understand that, depending on the circumstances, the brokerage and execution services offered by the Broker may be available for less money (but without the ongoing advisory services) through a commission-based brokerage account. You acknowledge that your Investment Account is not intended solely as a cash management vehicle.

Investment Risks. You are aware of and willing to assume the risks involved with investing within your Investment Account. You understand that Adviser and its affiliates do not guarantee the future performance of your assets in the Investment Account or any specific level of performance or the success of any investment recommendation. Our investment recommendations are subject to various market, currency, economic, political and business risks. Investment decisions will not always result in profitable outcomes. Investment performance of any kind can never be predicted or guaranteed, and Adviser does not guarantee that any specific level of performance will be achieved, and losses can occur due to market conditions. Adviser does not make any guarantee that the investment objectives, expectations or targets described on the Platform will be achieved, including without limitation any risk control, risk management, or return objectives, expectations, or targets. Neither Adviser nor any of its affiliates guarantees the success of any given investment or strategy that Adviser may recommend for the Investment Account. You may experience losses, including potentially a complete loss of your investment. You acknowledge that you have read and understood the additional risk disclosures in Adviser’s Disclosure Brochure. 

U.S. Resident. You acknowledge that the Platform is intended for natural persons who are citizens or other lawful residents of the U.S. and who are located in the U.S., and Adviser does not intend to offer the platform, any securities, or any other products or services outside of the U.S. You acknowledge that Adviser does not offer the Platform to non-resident aliens subject to tax withholding. Neither Adviser nor its affiliates represent or warrant that any aspect of the Platform, including information available from the Platform and information provided through the Platform, complies with any law or regulation of any jurisdiction outside of the U.S. You represent and warrant that you are a citizen or lawful resident of and located in the U.S., you have a valid U.S. residential mailing address, and that you have been lawfully issued by the government of the U.S. the social security number or tax identification number you provided to Adviser when applying for your Investment Account using the account opening functionality through the Platform. 

Limitation of Liability. You understand that, to the fullest extent permitted by applicable law and unless Adviser has breached its fiduciary duty, the Agreement, or otherwise violated applicable law, neither we nor any of (a) our officers, partners or directors (or persons performing similar functions); (b) our employees, and representatives; or (c) persons directly or indirectly controlling us or controlled by us (as defined in the Advisers Act) (together, our “Affiliates”); or (d) any of our agents, including any service providers (the “Identified Persons”) will be liable for (i) any obligations, costs, fees, losses, liabilities, claims, judgments, actions, damages and expenses, including but not limited to attorneys’ fees, expenses and court costs (“Losses”) paid, suffered, incurred or arising from the Services or any investment recommendation made or other action taken or not taken in good faith by us with the degree of care, skill, prudence and diligence that a person acting in a fiduciary capacity would use under the circumstances; (ii) any Losses arising from adhering to your written or oral instructions; or (iii) any act or failure to act by the Broker, or any other third party; or (iv) any loss arising from any services provided to Client prior to the execution of the Agreement by any person or entity who at the time of the provision of such services was not an Identified Person; (v) the loss or failure or delay in performance of any obligation under the Agreement arising out of or caused, directly or indirectly, by circumstances beyond Adviser’s reasonable control, including acts of God, earthquakes, fires, floods, wars, terrorism, civil or military disturbances, sabotage, epidemics, riots, interruptions, loss or malfunctions of utility, telecommunications, computer software or hardware, transportation or communication service, accidents, labor disputes, acts of civil or military authority, governmental, regulatory authority or securities exchanges actions, the inability to obtain labor, material, equipment, or transportation and an Broker refusing to act on Adviser’s instructions; or (vi) any loss that Client may suffer for any reason whatsoever that is outside the Investing Account or the relationship between the parties; or (vii) any failures arising out of the use of the Platform. We will not be responsible for providing investment advice for, or the diversification of, any assets that are not held in the Investment Account (excluding any assets in the Learning Bucket). In addition, Adviser shall have no liability for Client’s failure to promptly inform Adviser of changes in Client’s financial and/or economic situation, Client’s investment objectives, or any restrictions. Nothing in the Agreement will waive or limit any rights that you have under federal and state securities laws for the advisory services you receive under the Agreement. Specifically, nothing herein shall operate as a waiver or limitation of the fiduciary duty that Adviser owes to you under the Advisers Act.

Without limiting the generality of the foregoing, except where prohibited by applicable law (for example, in the case of fraud or intentional misconduct), Adviser and its Identified Persons will not be liable for any indirect, special, incidental, non-compensatory, punitive or consequential damages or other losses (regardless of whether such damages or other losses were reasonably foreseeable). 

If Adviser or any of its affiliates is served with levies, attachments, garnishments, summons, subpoenas, court orders, or other legal process which name you as debtor or otherwise, Adviser or such affiliate shall be entitled to rely upon the representations, warranties, and statements made in such legal process. You hereby agree that Adviser or any affiliate may respond to any such legal process in its own discretion without regard to jurisdiction or forward such legal process to the Broker, or such other party as may be appropriate. You hereby agree to hold harmless and indemnify Adviser and its affiliates for any losses, expenses, and costs, including attorneys’ fees, incurred as a result of responding to such legal process or forwarding such legal process to the appropriate entity, except where Adviser has breached its fiduciary duty, the Agreement, or otherwise violated applicable law.

If Adviser or any affiliate receives written notice from a personal representative, executor or administrator purporting to represent your estate, Adviser or such affiliate shall be entitled to rely on all figures supplied and representations made in such written notice if Adviser or such affiliate is provided with letters of appointment bearing a duly recognized court seal without regard to jurisdiction.

Non-Exclusivity. You acknowledge that Adviser renders investment advice to other clients. We and our Affiliates may make the same, similar, or different investment recommendations for our other clients’ and our own accounts, as we do for you. We have no obligation to recommend for purchase or sale any security which we or our Affiliates may recommend for our other clients’ or purchase for our own accounts. The Client agrees that Adviser may give advice and take action with respect to any of its other clients, which may differ from the advice given or the timing or nature of action taken with respect to the Client’s Investment Account. 

Conflicts of Interest.  Client understands and acknowledges that Adviser is subject to various conflicts of interest.  Adviser’s Disclosure Brochure and Relationship Summary include additional disclosures regarding conflicts of interest.

12. TERM AND TERMINATION.

This Agreement becomes effective as of the date it is accepted by Adviser, as evidenced in accordance with Adviser’s procedures and/or practices regarding account opening. The date your Investment Account is opened may or may not be the same effective date of this Agreement.

You agree that Adviser and/or any of its affiliates or contractors may suspend the provision of services to you or delay, limit, restrict, or refuse any transaction for you at any time for any length of time without prior notice to you if Adviser believes in good faith that such suspension or delay is necessary or appropriate: (i) to ensure compliance with, or to avoid, violating any law or regulation applicable to Adviser or its affiliates or a transaction relating to the Platform; (ii) to comply with a request or guidance from a regulatory or law enforcement authority with jurisdiction over Adviser or its affiliates or a transaction relating to the platform; (iii) to avoid a loss to Adviser or its affiliates (including if your payment of fees is sixty (60) days or more overdue, except with respect to charges then under reasonable and good faith dispute); (iv) to remediate or otherwise address problems with technology; (v) due to interruptions in the access to or operation of any technology that Adviser or its affiliates directly or indirectly uses in connection with the platform; (vi) to prevent a breach or violation of any term, condition, or other provision of this Agreement; or (vii) to obtain from you any additional information that Adviser in its reasonable discretion deems necessary for advisory services to be provided to you pursuant to this Agreement. 

You may terminate this Agreement at any time  by completing the account closure process through the Platform. The termination will be effective   after completion of all steps required to close your Investment Account. You understand that Adviser may also elect to terminate this Agreement at any time, for any reason (including your failure to comply with the prescribed allocation guidelines of the Learning Bucket or Adviser’s instructions) or no reason, in its sole discretion, upon notice to you, by email, by mail or other means of notification via the Platform. To the extent that the advisory relationship is terminated, you understand that all features and privileges associated with the Investment Account will be canceled and cease. Termination of this Agreement will not affect (a) the validity of any action previously taken under this Agreement; (b) liabilities or obligations from transactions initiated before termination of this Agreement; or (c) your obligation to pay Stockpile Inc. fees that have already been incurred or earned under the Terms of Service. If you terminate this Agreement, you will promptly pay Stockpile Inc. any outstanding ees , as appropriate. 

If either you or Adviser terminate your Agreement, then the termination of your Investment Account will occur as follows: 

• You will be deemed to have simultaneously terminated this Agreement and Customer Agreement, unless otherwise agreed to by Adviser or Broker, as applicable;
• Broker will, before closing your Investment Account, settle any purchases or sales pending when Adviser sends or receives a request to close your Investment Account;
• and  Broker will, before closing your Investment Account, deduct any unpaid fees.

Upon termination of this Agreement, it is Client’s responsibility to monitor any remaining assets and securities in the Investment Account, and Client agrees that Adviser will have no further obligation to act or advise Client on those securities.

A Client’s death, disability or incompetence will not automatically terminate or change the terms of this Agreement. However, your executor, guardian, attorney-in-fact or other authorized representative may terminate this Agreement by giving us proper written notice.

13. LEGAL CAPACITY.

If this Agreement is established by the undersigned Client, or the Client’s authorized representative in a fiduciary capacity, the Client hereby certifies that he/she is over eighteen (18) years of age and legally empowered to enter into or perform this Agreement in such a capacity. 

14. ENTIRE AGREEMENT AND AMENDMENTS.

You acknowledge and agree that this Agreement, as it may be amended from time-to-time in accordance with its terms, constitutes the entire and final understanding with respect to the subject matter of the Agreement. You acknowledge and agree that this Agreement, and the terms and conditions contained herein, supersedes any prior Agreement or similar contracts you entered into with Adviser. 

The Agreement may only be modified, or any rights under it waived, by the parties’ mutual written consent; provided, however, Adviser may amend this Agreement from time-to-time through a negative consent process, whereby Adviser may add, revise, or delete any terms or conditions, provided that we will give you thirty (30) calendar days’ prior written notice. Adviser will send such written notice to your e-mail address of record and through a notification on the Platform, which will be available, subject to Adviser’s Terms of Service, for you to access, download, review, print, and retain. 

You agree that, by keeping your Investment Account or using the Services provided through the Platform without objecting after the effective date of any amendment to this Agreement made in accordance with this section or terminating your Agreement in accordance with Section 12, above, you will agree to and accept all terms and conditions of this Agreement as so amended.

15. NOTICES AND COMMUNICATIONS.

Our opening and maintaining your Investment Account is conditioned on your agreement to receive all notices, documents, and other information related to your account and investments electronically. You agree that when we send these email notices to you that they constitute delivery to you of the information or documents referred to in the email you provided, even if you do not actually access the information or documents on our Platform.

This consent will be effective immediately and will remain in effect unless revoked by you, as described in Section 22 below.

You agree to keep a working email address and will update your account information immediately if your email address or other contact information changes. If you do not maintain an email address that is working and accessible to us, and we believe we are required to provide you with paper notice or documents of particular matters or actions, and we do so, we may charge you the cost of such delivery. You acknowledge that you may incur costs (such as online service provider charges or printing costs) associated with the electronic delivery of information to you. To view PDF files, you will need to download the Adobe Acrobat Reader, which is provided for free from Adobe.

Any notice given to you in connection with this Agreement will be deemed delivered if personally delivered or sent by (i) U.S. mail, certified or registered, or overnight courier, postage prepaid with return receipt request, and addressed, if to you, at the address indicated in your Investment Account information, or (ii) electronically to the address to which your Investment Account communications are sent or (iii) posted to the Platform.

16. TERMS OF SERVICE.

You acknowledge receipt of the Terms of Service via the Platform, which apply to the Platform and your use of the Services offered through the Platform contemplated hereunder and agree to adhere to the Terms of Service throughout your participation in the Platform.

17. ASSIGNMENT OF AGREEMENT.

You may not assign your rights or obligations under this Agreement without the prior express written consent of Adviser. Adviser shall not assign (within the meaning of the Advisers Act) its rights or obligations under this Agreement without your consent, provided however that you will be deemed to have consented to an assignment if you do not object to such assignment within thirty (30) calendar days of being notified through the Platform or by email of any intent of Adviser to assign such rights or obligations. You further agree that any reorganization, restructuring, or other transaction affecting the ownership of Adviser will not be deemed to be an assignment (within the meaning of the Advisers Act) of this Agreement, so long as such reorganization, restructuring, or transaction does not result in a change of actual control or management.

18. MISCELLANEOUS.

Headings in this Agreement are descriptive and for convenience only and shall not be construed as altering the scope of the rights and obligations created by this Agreement. Defined terms shall have their assigned meanings wherever used in this Agreement or any of the agreements governing your participation in the Platform, regardless of whether defined in this Agreement or used in the singular or the plural. Unless expressly provided otherwise, the word “including” shall be construed as introducing examples of a category without limiting such category and shall, therefore, be construed as if the word “including” were replaced with the phrase “including but not limited to” or “including without limitation.” 

No course of dealing between you and Adviser, nor any delay by Adviser in exercising any rights or remedies hereunder, shall be deemed to be a waiver of any such rights or remedies. Any waiver of such rights or remedies shall not be construed as a waiver of any other right or remedy. Any right or remedy may be exercised as often as Adviser may determine in its sole discretion, and a waiver granted on one occasion shall not be construed as applying to any other occasion. 

If any provision of this Agreement is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement will be considered divisible as to such provision and such provision will be inoperative in such state or jurisdiction. The remaining provisions of this Agreement will be valid and binding and of full force and effect as though such provision was not included. Without limiting the foregoing, if any portion of the Arbitration Agreement set forth below is invalidated, such invalidation shall not invalidate the remaining portions of the Arbitration Agreement.

19. GOVERNING LAW.

Except to the extent that it is preempted by federal law, the law of the State of Delaware (without regard for conflicts of law principles) will govern the construction, validity, and administration of this Agreement. However, nothing in this Agreement will be construed contrary to the Advisers Act. Any action, suit or proceeding arising out of, under or in connection with this Agreement seeking an injunction or not otherwise submitted to arbitration pursuant to this Agreement will be brought and determined in the appropriate federal or state court in the state in which Adviser’s principal office is located at the time and in no other forum. The parties hereby irrevocably and unconditionally submit to the personal jurisdiction of such courts and agree to take any and all action necessary to submit to the jurisdiction of such courts in any such suit, action or proceeding arising out of or relating to this Agreement. No failure by us to exercise any right, power, or privilege will operate as a waiver thereof. No waiver of any breach of this Agreement by you will be deemed to be a waiver of any subsequent breach. 

20. ARBITRATION AGREEMENT.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION. BY ENTERING INTO THIS AGREEMENT THE PARTIES AGREE AS FOLLOWS:

• 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;
• ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY’S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED;
• THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS;
• THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD EXCEPT IN VERY LIMITED CIRCUMSTANCES;
• THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY;
• THE RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN ARBITRATION; AND
• THE RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, AND ANY AMENDMENTS THERETO, SHALL BE INCORPORATED INTO THIS AGREEMENT.

THIS ARBITRATION PROVISION SHOULD BE READ IN CONJUNCTION WITH THE DISCLOSURES IN THIS AGREEMENT. ANY AND ALL CONTROVERSIES, DISPUTES OR CLAIMS BETWEEN ADVISER AND THE CLIENT OR THEIR REPRESENTATIVES, EMPLOYEES, DIRECTORS, OFFICERS, OR CONTROL PERSONS, ARISING OUT OF, IN CONNECTION WITH, FROM, OR WITH RESPECT TO (a) ANY PROVISIONS OF OR THE VALIDITY OF THIS AGREEMENT OR OTHER AGREEMENTS RELATING TO YOUR PARTICIPATION IN THE PROGRAM, (b) THE RELATIONSHIP OF THE PARTIES HERETO, OR (c) ANY CONTROVERSY ARISING OUT OF ADVISER’S BUSINESS OR THE CLIENT’S INVESTMENT ACCOUNT (COLLECTIVELY, “CLAIMS”), SHALL BE CONDUCTED SOLELY BY ARBITRATION PURSUANT TO THE RULES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION. 

ARBITRATION MUST BE COMMENCED BY SERVICE OF A WRITTEN DEMAND FOR ARBITRATION OR A WRITTEN NOTICE OF INTENTION TO ARBITRATE UPON THE OTHER PARTY. THE DECISION AND AWARD OF THE ARBITRATOR(S) SHALL BE CONCLUSIVE AND BINDING UPON ALL PARTIES, AND ANY JUDGMENT UPON ANY AWARD RENDERED MAY BE ENTERED IN A COURT HAVING JURISDICTION THEREOF, AND NEITHER PARTY SHALL OPPOSE SUCH ENTRY. ANY SUCH ARBITRATION SHALL BE HELD IN THE STATE OF CALIFORNIA. 

THE PARTIES AGREE THAT THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS ACTION BASIS, AND THE CLIENT EXPRESSLY WAIVES ANY RIGHT TO BRING A CLASS ACTION LAWSUIT OR ARBITRATION AGAINST ADVISER OR ITS REPRESENTATIVES, EMPLOYEES, DIRECTORS, OFFICERS, OR CONTROL PERSONS WITH RESPECT TO ANY CLAIMS.

Notwithstanding the foregoing or anything to the contrary in this Agreement, in no way shall this Agreement constitute a waiver or limitation of rights that the Client may have under federal or state securities laws to pursue a remedy by other means if and to the extent such laws guaranty such right to the Client and do not permit the waiver thereof.

21. ELECTRONIC DELIVERY OF DOCUMENTS.

The Platform is an electronically based service. By accepting this Agreement when you click “Accept,” we are obtaining your informed consent to electronic delivery of all notices and communications relating to your Investment Account to an e-mail address that you provided and/or through the Platform. This includes all notices, disclosures, regulatory communications (including privacy notices) and other information, documents, data and records regarding your Investment Account (“Account Communications”).

You may revoke your consent to electronic delivery of Account Communications by providing notice in accordance with Section 1 5 of this Agreement, and such revocation will be effective upon successful completion of its processing by Adviser. You understand that if you revoke or restrict your consent to electronic delivery of Account Communications or request paper delivery, Adviser, at its discretion, may (i) terminate this Agreement and/or close your Investment Account or (ii) charge you for the cost of the delivery of Account Communications that would otherwise be delivered to you electronically. Neither your revocation of consent to electronic delivery, your request for paper delivery, nor Adviser’s delivery of paper copies of Account Communications will affect the legal effectiveness or validity of any electronic communication provided while your consent was in effect. All e-mail notifications of Account Communications will be sent to your e-mail address of record. You acknowledge that the Internet is not a secure network and that communications transmitted over the Internet may be accessed by unauthorized or unintended third parties. Due to security risks, you will not send any sensitive information, such as account numbers or passwords, in an unencrypted email.

E-mails on rare occasions may fail to transmit properly. You agree that, solely for your records, you can download and save or print the Account Communications you receive via electronic delivery.

This consent is effective upon the execution of this Agreement and will remain in effect unless and until you revoke your consent to electronic delivery. You understand that it may take up to three (3) business days to process a revocation of consent to electronic delivery, and you may receive electronic notifications in the interim.

Potential costs associated with electronic delivery of Account Communications include charges from Internet access providers and telephone companies, and such charges are borne solely by you. Adviser does not charge additional online access fees for receiving electronic delivery of Account Communications. You understand that to receive electronic deliveries, you must have Internet access, a valid e-mail address with sufficient storage space, the ability to download documents as Adviser may specify and to which you have access and a printer or other device to download and print or save any information you may wish to retain.

You acknowledge that you have, and will continue to have and maintain, Internet access and a valid e-mail address with characteristics as described in this paragraph, and you are able to receive electronic deliveries as set forth herein. Adviser will notify you of any changes in the hardware and software requirements needed to access electronic records covered by this consent.

You hereby agree that you have carefully read the above information regarding informed consent and fully understand the implications thereof. You hereby agree to the conditions outlined above concerning electronic delivery of Account Communications. If your e-mail address changes, you agree to notify Adviser of your new e-mail address immediately in writing in accordance with the notice provisions of this Agreement.

22. ELECTRONIC SIGNATURES.

Your intentional action in electronically signing this Agreement is valid evidence of your consent to be legally bound by this Agreement. The use of an electronic version of any documents fully satisfies any requirement that they be provided to you in writing.

You are solely responsible for reviewing and understanding all of the terms and conditions of these documents. You accept as reasonable and proper notice, for the purpose of any and all laws, rules and regulations, notice by electronic means, including, the posting of modifications to this Agreement on the Platform. The electronically stored copy of this Agreement is considered to be the true, complete, valid, authentic and enforceable record of the Agreement, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form.

You agree to not contest the admissibility or enforceability of Adviser’s electronically stored copy of the Agreement in any proceeding arising out of the terms and conditions of the Agreement. If more than one individual has electronically signed this Agreement, your obligations under this Agreement will be joint and several.

By clicking the “Accept” button, you acknowledge that you (on your own behalf and any joint accountholder’s behalf):

• have read, understand and agree with all of the terms and conditions set forth in this Agreement;
• have (a) received and read Adviser’s Disclosure Brochure and Relationship Summary and (b) received a copy of Adviser’s Privacy Notice; and 
• understand that clicking “I Agree” is the legal equivalent of manually signing this Agreement, and that you will be legally bound by its terms and conditions.

Exhibit B. Stockpile Electronic Communications Agreement

Agreement to Electronic Communications and Signatures. Stockpile, Inc., together with its affiliates (“Stockpile,” “we,” “us,” and “our”) may need to provide you with certain information, agreements, and disclosures in writing in connection with the accounts and services offered by Stockpile (“Communications”). By agreeing to this Electronic Communications Agreement (this “Agreement”), you are confirming your ability, and providing your consent, to: (i) receive Communications electronically from Stockpile and our designees instead of in paper form and (ii) use electronic signatures in connection with our relationship with you. Without limiting the foregoing, you further agree that Communications may be provided to you via email, text message, the website at www.stockpile.com or a successor website (“Website”), the Stockpile mobile application (“Mobile App”), and any other reasonable electronic notification methods.

Our ability to provide Communications to you electronically is dependent upon you maintaining a valid, working email address. Therefore, you agree to provide us with and maintain a valid, working email address for Communications that will be delivered by email and that you will promptly notify us of any change to your email address by updating your account information. For Communications that are provided to you via email, text message, the Website, the Mobile App, or another electronic notification method, it is your responsibility to promptly review those Communications. We and our designees may, at our discretion, mail paper copies of Communications to you, in addition to or instead of sending them to you electronically. You may also request paper copies of electronic Communications, but please note that a fee may apply.

By agreeing to this Agreement, you consent, understand, and agree that: (i) you are entering into this Agreement electronically; (ii) you meet the minimum hardware and software requirements specified below; (iii) your consent to receive Communications electronically will remain valid until you withdraw your consent; and (iv) Communications that may be provided electronically include, but are not limited to, the following:

• Agreements (including account agreements) and disclosures, including changes to and updated versions of those agreements and disclosures;
• Stockpile’s Privacy Policy, as well as annual notices and other disclosures regarding Stockpile’s Privacy Policy;
• Information regarding use of your account(s) and our services, including your account balances and activity for your account(s);
• Account statements, authorizations, receipts, and transaction histories for your account(s);
• Notices to you of the resolution of any error regarding your account(s);
• and Inquiries and notices to you about transactions performed.

In order to access, view, and print/retain Communications electronically, you must have:

• Access to a device (e.g., a computer, smartphone, mobile, device, tablet, etc.) that is suitable for connecting to the Internet or downloading the Mobile App and has a Current Version (as defined below) of: (i) an operating system, such as Windows, Mac OS, iOS or Android and (ii) an Internet browser, such as Chrome, Safari, or Firefox, that we support;
• A connection to the Internet;
• Local electronic storage capacity to retain Communications and/or a printer to print Communications;
• A valid, working email address and software to access it; and
• Software that enables you to view and display files in HTML and PDF format.

By “Current Version,” we mean a version of the software that is currently being supported by its publisher. From time to time, we may offer services or features that require that your Internet browser be configured in a particular way, such as permitting the use of JavaScript or cookies. If we detect that your Internet browser is not properly configured, we may provide you with a notice and advice on how to update your configuration. We reserve the right to discontinue support of a Current Version of an operating system or Internet browser if, in our sole opinion, it suffers from a security flaw or other flaw that makes it unsuitable for use.

We reserve the right to modify this Agreement in our discretion. We will provide you with notice of any modifications, as required by applicable law.

Consent to receiving electronic Communications is a requirement of being able to use the Stockpile services. You can withdraw your consent to receiving electronic Communications by contacting Stockpile to close your account(s)—see instructions on Stockpile’s website here.

Exhibit C. Mobile App Terms of Use

These Mobile Application Terms of Use (“Terms of Use”) are a binding agreement between you (“End User” or “you”) and Stockpile, Inc. (“Company”). These Terms of Use govern your use of any mobile application owned and operated by Company, and their subsidiaries and affiliates (including all related documentation and services, the “Application”). If you are the parent or legal guardian of an End User under the age of 18 (a “Minor User”), you agree that you are responsible for your and the Minor User’s use of the Application and compliance with these Terms of Use. The Application is licensed, not sold, to you. These Terms of Use do not modify the terms of any Terms of Service, Deposit Account Agreement, or any other agreement that may apply to a product or service provided by Company, Green Dot Bank, or their subsidiaries and affiliates.

WE MAY ADD TO, DELETE, OR CHANGE THESE TERMS OF USE WITHOUT NOTICE TO YOU, AND TO THE FULLEST EXTENT UNDER APPLICABLE LAW, YOUR CONTINUED USE OF THE APPLICATION CONSTITUTES YOUR AGREEMENT TO ALL SUCH CHANGES. ALL CHANGES ARE EFFECTIVE IMMEDIATELY WHEN WE POST THEM. YOU ACKNOWLEDGE THAT YOU ARE EXPECTED TO, AND AGREE THAT YOU WILL, CHECK THIS PAGE EACH TIME YOU ACCESS THIS PLATFORM SO YOU ARE AWARE OF ANY CHANGES, AS THEY ARE BINDING ON YOU. UNLESS EXPLICITLY STATED OTHERWISE, ANY NEW FEATURES OR SERVICES THAT AUGMENT OR ENHANCE THE APPLICATION IN THE FUTURE SHALL BE CONSIDERED PART OF THE APPLICATION AND SUBJECT TO THESE TERMS OF USE.

BY INSTALLING THE APPLICATION OR OTHERWISE USING THE APPLICATION, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THESE TERMS OF USE AND AGREE THAT YOU ARE LEGALLY BOUND BY THEIR TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL OR OTHERWISE USE THE APPLICATION AND DELETE IT FROM YOUR MOBILE DEVICE.

1. License Grant.

Subject to these Terms of Use, Company grants you a limited, non-exclusive, and nontransferable license to:

(a) install and use the Application for your personal, non-commercial use on a mobile device owned or otherwise controlled by you (“Mobile Device”) strictly in accordance with the Application’s documentation; and

(b) access, download, and use on such Mobile Device the Content and Services (as defined in Section 5) made available in or otherwise accessible through the Application, strictly in accordance with these Terms of Use and the terms of use applicable to such Content and Services as set forth in Section 5.

2. License Restrictions.

You shall not:

(a) copy the Application, except as expressly permitted by this license;

(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;

(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;

(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;

(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason; or

(f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application.

3. Reservation of Rights.

You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under these Terms of Use, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms of Use. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, as applicable, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms of Use. The Stockpile name, marks, and logo and all related names, logos, product and service names, designs, and slogans are trademarks of Stockpile or its affiliates or licensors. You must not use such marks without the prior written permission of Stockpile. All other names, logos, product and service names, designs, and slogans on the Application are the trademarks of their respective owners. You acknowledge and agree that all Systems Data is and shall remain the sole and exclusive property of Stockpile. For purposes of clarity, Stockpile may make any legal use of the Systems Data without notifying you or sharing such Systems Data with you. Specifically, by way of illustration and not by way of limitation, Stockpile may publish and share Systems Data with others in aggregate or statistical form to promote the Application and/or Stockpile’s products or services, for evaluating the efficiency, utility and functionality of the Application and/or Stockpile’s other products or services, and for enhancing and improving the Application and/or Stockpile’s other products or services. For purposes of these Terms, “Systems Data”means all data, content, and information regarding your use of the Application in de-identified or aggregate systems administrative data, statistical and demographical data, operational information, and data generated by or characterizing the use of the Application, including without limitation, any de-identified or aggregated form of your content.

4. Collection and Use of Your Information.

You acknowledge that when you install or use the Application, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Application is subject to our Privacy Policy that is available from the Application and on the Website. By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

5. Content and Services.

The Application may provide you with access to Company’s websites (each, a “Website”) and products and services accessible thereon, and certain features, functionality, and content accessible on or through the Application may be hosted on a Website (collectively, “Content and Services”). Your access to and use of such Content and Services are governed by Stockpile’s General Terms and Conditions located at:www.stockpile.com/terms (the “Stockpile Terms”) and any additional terms applicable to your use of any Content and Services, including Third-Party Materials (collectively, the “Terms”), which are incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of the Terms and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain of the Application’s features and functionality. Any violation of the Terms will also be deemed a violation of these Terms of Use.

6. Geographic and Use Restrictions.

The Content and Services are provided for access and use only by persons located in the United States and Puerto Rico. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and Puerto Rico, and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States or Puerto Rico, you are responsible for compliance with local laws.

You may use the Application only for lawful purposes and in accordance with these Terms of Use, including the Terms. You agree not to use the Application, including Third Party Materials:

• In any way that violates any applicable federal, state, local, municipal, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).
• In breach of your obligations to Stockpile pursuant to these Terms of Use or any other agreement with Stockpile.
• In violation of the rules promulgated by any card brand, applicable regulatory body, or payment network.
• To engage in fraud, money laundering, terrorist financing, human trafficking (modern slavery), tax evasion, or other illegal activity.
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Use or your other agreement(s) with Stockpile.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• To impersonate or attempt to impersonate Stockpile, a Stockpile employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Application, or which, as determined by us, may harm Stockpile or users of the Application, or expose them to liability.
• If prohibited by any governmental authority, regulatory body, card brand, or payment network from such use.

Additionally, you agree not to:

• Use the Application in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Application, including their ability to engage in real time activities through the Application.
• Use any robot, spider, or other automatic device, process, or means to access the Application for any purpose, including monitoring or copying any of the material on the Application.
• Use any manual process to monitor or copy any of the material on the Application, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Application.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Application, the server on which the Application is stored, or any server, computer, or database connected to the Application.
• Attack the Application via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Application.

7. Updates.

Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality in our sole discretion without notice. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:

(a) the Application will automatically download and install all available Updates; or

(b) you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of these Terms of Use.

8. Third-Party Materials.

The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

9. Term and Termination.

(a) The term of these Terms of Use commences when you install or otherwise first use the Application and will continue in effect until terminated by you or Company as set forth in this Section 9.

(b) You may terminate these Terms of Use by cancelling your Stockpile membership, as described in the Terms, and deleting the Application and all copies thereof from your Mobile Device.

(c) Company may terminate these Terms of Use at any time without notice if it ceases to support the Application, which Company may do in its sole discretion, or for any other reason or no reason. In addition, these Terms of Use will terminate immediately and automatically without any notice if you violate any of the terms and conditions of these Terms of Use.

(d) Upon termination:

(i) all rights granted to you under these Terms of Use will also terminate; and

(ii) you must cease all use of the Application and delete all copies of the Application from your Mobile Device.

(e) Termination will not limit any of Company’s rights or remedies at law or in equity.

10. Disclaimer of Warranties.

THE APPLICATION IS PROVIDED TO END USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

11. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ANY OF ITS LICENSORS OR SERVICE PROVIDERS HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:

(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

12. Indemnification.

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Application, including violation of any law, rule, or regulation, or your breach of these Terms of Use, including, but not limited to, the content you submit or make available through this Application. You will cooperate as fully and reasonably as required by Company in the defense of any claim. Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Company.

13. Export Regulation.

The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.

14. Severability.

If any provision of these Terms of Use is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms of Use will continue in full force and effect.

15. Governing Law.

These Terms of Use are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. The terms contained in the Stockpile Terms, Section X, Dispute Resolution; Class Action Waiver, apply to these Terms of Use.

16. Entire Agreement and Assignment.

These Terms of Use and the Privacy Policy constitute the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application. You may not assign these Terms of Use without Company’s prior written consent.

17. Waiver.

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between these Terms of Use and any applicable purchase or other terms, these Terms of Use shall govern.

18. Accessing the Application and Account Security.

To access the Application, you may be asked to provide certain registration details or other information. It is a condition of your use of the Application that all the information you provide on the Application is correct, current, and complete. You agree that all information you provide to register with this Application or otherwise, including, but not limited to, through the use of any interactive features on the Application, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Application or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other actual or suspected breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion, including if, in our opinion, you have violated any provision of these Term of Use. In addition, we have the right to rely on and treat as authorized any login using the username and password associated with your account.