Legal Terms

These Terms of Use (“Terms”) apply to your use of all the mobile and web applications, products, software, services, websites, and other services (collectively, the “Service(s)”) operated by Kensys Ltd (“OneUp”). OneUp is a commercial brand of Kensys Ltd. Kensys Ltd is an investment adviser registered with the SEC. [Your Firm Digital] provides access to digital asset trading and exchange services. When we refer to the Service(s), we also mean any portion, aspect, or feature of our services or the Service. The words “you”, “your” and “yours” refer to you as the user of the Service. You can accept the Terms by: (a) clicking to accept or agree to the Terms, where this option is made available to you in the user interface for the Service; or (b) simply using the Service. In this case, you understand and agree that we will treat your use of the Service as acceptance of the Terms from that point onwards. By visiting or using the Service, you acknowledge and agree that you accept these Terms. Continued use of the Service constitutes your acceptance of any revisions to these Terms. BY ACCESSING AND USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS AND THE TERMS AND CONDITIONS OF OUR PRIVACY POLICY (THE “PRIVACY POLICY”) WHICH MAY BE FOUND ON OUR WEBSITE, AND WHICH IS HEREBY INCORPORATED INTO THESE TERMS AND MADE A PART HEREOF BY REFERENCE. IF YOU DO NOT AGREE TO ANY OF THESE TERMS (INCLUDING ANY OF THE TERMS OF THE PRIVACY POLICY), YOU MAY NOT ACCESS OR USE THE SERVICE OR ANY PORTION THEREOF.

1. Additional Agreements and Disclosures

Additional agreements and/or disclosures may apply with respect to your access to and use of the Service. Additional agreements and/or disclosures include, without limitation, the OneUp Advisory Agreement, the Form ADV Part 2A Disclosure Brochure, and/or other disclosures located on our website (www.one-up.ai). The terms of such agreements and/or disclosures are incorporated into these Terms by reference; to the extent such terms do not conflict with these Terms. In the event of a conflict, the terms of such separate user agreement and/or disclosure will prevail with respect to such specific products or services. Your access to the Service may also be subject to terms of use, privacy and other agreements required by additional third-party providers in connection with use of your device, telephone, wireless, your banking and credit institution, and other services not provided by us.

1. Additional Agreements and Disclosures

Additional agreements and/or disclosures may apply with respect to your access to and use of the Service. Additional agreements and/or disclosures include, without limitation, the OneUp Advisory Agreement, the Form ADV Part 2A Disclosure Brochure, and/or other disclosures located on our website (www.one-up.ai). The terms of such agreements and/or disclosures are incorporated into these Terms by reference; to the extent such terms do not conflict with these Terms. In the event of a conflict, the terms of such separate user agreement and/or disclosure will prevail with respect to such specific products or services. Your access to the Service may also be subject to terms of use, privacy and other agreements required by additional third-party providers in connection with use of your device, telephone, wireless, your banking and credit institution, and other services not provided by us.

1. Additional Agreements and Disclosures

Additional agreements and/or disclosures may apply with respect to your access to and use of the Service. Additional agreements and/or disclosures include, without limitation, the OneUp Advisory Agreement, the Form ADV Part 2A Disclosure Brochure, and/or other disclosures located on our website (www.one-up.ai). The terms of such agreements and/or disclosures are incorporated into these Terms by reference; to the extent such terms do not conflict with these Terms. In the event of a conflict, the terms of such separate user agreement and/or disclosure will prevail with respect to such specific products or services. Your access to the Service may also be subject to terms of use, privacy and other agreements required by additional third-party providers in connection with use of your device, telephone, wireless, your banking and credit institution, and other services not provided by us.

2. Privacy Policy

Registration data and certain other information about you are subject to our privacy policy, the terms of which are located on our website and are incorporated into these Terms by reference.

2. Privacy Policy

Registration data and certain other information about you are subject to our privacy policy, the terms of which are located on our website and are incorporated into these Terms by reference.

2. Privacy Policy

Registration data and certain other information about you are subject to our privacy policy, the terms of which are located on our website and are incorporated into these Terms by reference.

3. Service Availability

We cannot guarantee that the Service will be available at all times. We will make reasonable efforts to maintain the Service. However, we do not warrant that (a) the Service will function uninterrupted, secure, or available at any particular time or location or that the results that may be obtained from the use of the Service will be accurate or reliable; (b) any errors or defects will be corrected; (c) the Service is free of viruses or other harmful components; or (d) the results of using the Service will meet your requirements. Use of the Service is at your own risk. We reserve the right, in our sole discretion and without any obligation, to modify, improve, discontinue or correct any errors or omissions in any portion of the Service at any time. By using the Service, you agree that we are not responsible for any losses resulting from your use and acknowledge the following risks: (1) Internet or wireless access may be delayed or interrupted, or may be unavailable; (2) data transmitted through the internet or wireless access may be intercepted by unauthorized persons; (3) your failure to physically secure your electronic device or to protect your passwords can result in unauthorized access to your account(s); (4) the accuracy and timeliness or completeness of data transmitted through the internet or wireless access cannot be guaranteed; and (5) response times may be delayed by market volatility, volume, or systems capacity

3. Service Availability

We cannot guarantee that the Service will be available at all times. We will make reasonable efforts to maintain the Service. However, we do not warrant that (a) the Service will function uninterrupted, secure, or available at any particular time or location or that the results that may be obtained from the use of the Service will be accurate or reliable; (b) any errors or defects will be corrected; (c) the Service is free of viruses or other harmful components; or (d) the results of using the Service will meet your requirements. Use of the Service is at your own risk. We reserve the right, in our sole discretion and without any obligation, to modify, improve, discontinue or correct any errors or omissions in any portion of the Service at any time. By using the Service, you agree that we are not responsible for any losses resulting from your use and acknowledge the following risks: (1) Internet or wireless access may be delayed or interrupted, or may be unavailable; (2) data transmitted through the internet or wireless access may be intercepted by unauthorized persons; (3) your failure to physically secure your electronic device or to protect your passwords can result in unauthorized access to your account(s); (4) the accuracy and timeliness or completeness of data transmitted through the internet or wireless access cannot be guaranteed; and (5) response times may be delayed by market volatility, volume, or systems capacity

3. Service Availability

We cannot guarantee that the Service will be available at all times. We will make reasonable efforts to maintain the Service. However, we do not warrant that (a) the Service will function uninterrupted, secure, or available at any particular time or location or that the results that may be obtained from the use of the Service will be accurate or reliable; (b) any errors or defects will be corrected; (c) the Service is free of viruses or other harmful components; or (d) the results of using the Service will meet your requirements. Use of the Service is at your own risk. We reserve the right, in our sole discretion and without any obligation, to modify, improve, discontinue or correct any errors or omissions in any portion of the Service at any time. By using the Service, you agree that we are not responsible for any losses resulting from your use and acknowledge the following risks: (1) Internet or wireless access may be delayed or interrupted, or may be unavailable; (2) data transmitted through the internet or wireless access may be intercepted by unauthorized persons; (3) your failure to physically secure your electronic device or to protect your passwords can result in unauthorized access to your account(s); (4) the accuracy and timeliness or completeness of data transmitted through the internet or wireless access cannot be guaranteed; and (5) response times may be delayed by market volatility, volume, or systems capacity

4. Technology Requirements

To access and use the Service electronically, you should have a functioning desktop, laptop or mobile device (such as a laptop, smartphone or tablet) on which you are using our application. That application can be found under www.one-up.io. You are responsible for the means you use to access the Service and all costs associated therewith. You are responsible for the selection, installation, maintenance, and operation of your computer and mobile device, your telecommunications service provider, and your computer and mobile device software. We are not responsible for any errors, failures, or malfunctions of your mobile device and software or your telecommunications services. You are responsible for ensuring that your mobile device, software, and telecommunications services are compatible with the Service. We reserve the right to change the system requirements for using the Service. The Service may automatically download and install software updates. These updates are designed to improve, enhance and further develop the Service and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates as part of your use of the Service.

4. Technology Requirements

To access and use the Service electronically, you should have a functioning desktop, laptop or mobile device (such as a laptop, smartphone or tablet) on which you are using our application. That application can be found under www.one-up.io. You are responsible for the means you use to access the Service and all costs associated therewith. You are responsible for the selection, installation, maintenance, and operation of your computer and mobile device, your telecommunications service provider, and your computer and mobile device software. We are not responsible for any errors, failures, or malfunctions of your mobile device and software or your telecommunications services. You are responsible for ensuring that your mobile device, software, and telecommunications services are compatible with the Service. We reserve the right to change the system requirements for using the Service. The Service may automatically download and install software updates. These updates are designed to improve, enhance and further develop the Service and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates as part of your use of the Service.

4. Technology Requirements

To access and use the Service electronically, you should have a functioning desktop, laptop or mobile device (such as a laptop, smartphone or tablet) on which you are using our application. That application can be found under www.one-up.io. You are responsible for the means you use to access the Service and all costs associated therewith. You are responsible for the selection, installation, maintenance, and operation of your computer and mobile device, your telecommunications service provider, and your computer and mobile device software. We are not responsible for any errors, failures, or malfunctions of your mobile device and software or your telecommunications services. You are responsible for ensuring that your mobile device, software, and telecommunications services are compatible with the Service. We reserve the right to change the system requirements for using the Service. The Service may automatically download and install software updates. These updates are designed to improve, enhance and further develop the Service and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates as part of your use of the Service.

5. Eligibility Criteria

We may limit access to all or a portion of the Service to users who meet certain eligibility criteria. Identification of these eligibility criteria is in our sole discretion and is subject to change at any time. We reserve the right, in our sole and absolute discretion, to deny you access to the Service, or any portion of the Service, including by closing or disconnecting your account(s), subject to our agreement with you. Subject to applicable federal, state, and local law, we will take reasonable steps to notify you if we deny you access to the Service. You are solely responsible for ensuring that your use of the Service is in compliance with applicable federal, state, and local laws and regulations

5. Eligibility Criteria

We may limit access to all or a portion of the Service to users who meet certain eligibility criteria. Identification of these eligibility criteria is in our sole discretion and is subject to change at any time. We reserve the right, in our sole and absolute discretion, to deny you access to the Service, or any portion of the Service, including by closing or disconnecting your account(s), subject to our agreement with you. Subject to applicable federal, state, and local law, we will take reasonable steps to notify you if we deny you access to the Service. You are solely responsible for ensuring that your use of the Service is in compliance with applicable federal, state, and local laws and regulations

5. Eligibility Criteria

We may limit access to all or a portion of the Service to users who meet certain eligibility criteria. Identification of these eligibility criteria is in our sole discretion and is subject to change at any time. We reserve the right, in our sole and absolute discretion, to deny you access to the Service, or any portion of the Service, including by closing or disconnecting your account(s), subject to our agreement with you. Subject to applicable federal, state, and local law, we will take reasonable steps to notify you if we deny you access to the Service. You are solely responsible for ensuring that your use of the Service is in compliance with applicable federal, state, and local laws and regulations

6. International Use

The Services provided by us are offered only in jurisdictions where it is legal to do so. The availability of Service over the Internet is not a solicitation for or offering of Services to any person in any jurisdiction where such solicitation or offering is illegal. We reserve the right to limit the availability of the Service to any person, geographic area, or jurisdiction, at any time and in our sole discretion. We make no representation that the Service is appropriate or available for use in locations outside of the United States or that accessing our website is legally permitted in countries or territories where the Service may be illegal. If you access the Service from other locations, you do so at your own risk and are responsible for compliance with local laws. If you are located outside the United States you consent to having your personal data transferred to and processed in the United States. Whether inside or outside of the United States you are solely responsible for complying with all laws, rules, and regulations that are now or hereinafter promulgated by any government authority or agency that govern or apply to the operation and use of the Services. Without limiting the generality of the foregoing, you shall comply with such restrictions and not export or re-export any of the Content (as defined below) to countries or persons prohibited under the export control laws of the United States. You are prohibited from any use of the Services that would constitute an illegal offense, give rise to liability or otherwise violate any applicable local, state, national, or international law or regulation.

6. International Use

The Services provided by us are offered only in jurisdictions where it is legal to do so. The availability of Service over the Internet is not a solicitation for or offering of Services to any person in any jurisdiction where such solicitation or offering is illegal. We reserve the right to limit the availability of the Service to any person, geographic area, or jurisdiction, at any time and in our sole discretion. We make no representation that the Service is appropriate or available for use in locations outside of the United States or that accessing our website is legally permitted in countries or territories where the Service may be illegal. If you access the Service from other locations, you do so at your own risk and are responsible for compliance with local laws. If you are located outside the United States you consent to having your personal data transferred to and processed in the United States. Whether inside or outside of the United States you are solely responsible for complying with all laws, rules, and regulations that are now or hereinafter promulgated by any government authority or agency that govern or apply to the operation and use of the Services. Without limiting the generality of the foregoing, you shall comply with such restrictions and not export or re-export any of the Content (as defined below) to countries or persons prohibited under the export control laws of the United States. You are prohibited from any use of the Services that would constitute an illegal offense, give rise to liability or otherwise violate any applicable local, state, national, or international law or regulation.

6. International Use

The Services provided by us are offered only in jurisdictions where it is legal to do so. The availability of Service over the Internet is not a solicitation for or offering of Services to any person in any jurisdiction where such solicitation or offering is illegal. We reserve the right to limit the availability of the Service to any person, geographic area, or jurisdiction, at any time and in our sole discretion. We make no representation that the Service is appropriate or available for use in locations outside of the United States or that accessing our website is legally permitted in countries or territories where the Service may be illegal. If you access the Service from other locations, you do so at your own risk and are responsible for compliance with local laws. If you are located outside the United States you consent to having your personal data transferred to and processed in the United States. Whether inside or outside of the United States you are solely responsible for complying with all laws, rules, and regulations that are now or hereinafter promulgated by any government authority or agency that govern or apply to the operation and use of the Services. Without limiting the generality of the foregoing, you shall comply with such restrictions and not export or re-export any of the Content (as defined below) to countries or persons prohibited under the export control laws of the United States. You are prohibited from any use of the Services that would constitute an illegal offense, give rise to liability or otherwise violate any applicable local, state, national, or international law or regulation.

7. Quotes and Market Data

A third party not affiliated with us may provide you access to market data and quotes to be used alongside the Service. If market data and quotes are provided to you by a third party, your use of the marked data and quotes will be governed by the terms and conditions imposed by such third party. If we provide market data and quotes the following will apply: Any price quotes that we may provide may be delayed fifteen (15) minutes or longer, according to the rules and regulations applicable to exchanges and quote providers. We reserve the right to limit the number of free real-time quotes. We do not make any representations, warranties, or other guarantees as to the accuracy or timeliness of any price quotes. We may provide you information regarding the value of your share positions based on the share price at the close of the latest market day. The data is for informational purposes only and does not reflect the price you may receive if you sell your shares. You also acknowledge that the quotes, and information provided based on quotes, are obtained from sources that we believe to be reliable, but we do not guarantee the accuracy and completeness of such quotes or information. You waive any claim that you might have against us or the quote provider related to the quotes or the quote-based information on the Service. You represent and agree that the following statements are and will continue to be true for so long as you have access to the Service: (a) You will not use any information or market data provided by a national securities exchange or association in connection with any professional or commercial activities, and you agree to notify us if you intend to do so and to pay any additional charges; (b) you will not use the Service in conjunction with any business as a broker-dealer, investment advisor, futures commission merchant, commodities introducing broker, commodity trading advisor, member of a securities exchange or association or futures contract market, or an owner, partner or associated person of any of the foregoing; and (c) if you are employed by a bank or an insurance company or an affiliate of either you will not perform functions related to securities or commodity futures trading activity, except with respect to your [Your Firm RIA] account with us.

7. Quotes and Market Data

A third party not affiliated with us may provide you access to market data and quotes to be used alongside the Service. If market data and quotes are provided to you by a third party, your use of the marked data and quotes will be governed by the terms and conditions imposed by such third party. If we provide market data and quotes the following will apply: Any price quotes that we may provide may be delayed fifteen (15) minutes or longer, according to the rules and regulations applicable to exchanges and quote providers. We reserve the right to limit the number of free real-time quotes. We do not make any representations, warranties, or other guarantees as to the accuracy or timeliness of any price quotes. We may provide you information regarding the value of your share positions based on the share price at the close of the latest market day. The data is for informational purposes only and does not reflect the price you may receive if you sell your shares. You also acknowledge that the quotes, and information provided based on quotes, are obtained from sources that we believe to be reliable, but we do not guarantee the accuracy and completeness of such quotes or information. You waive any claim that you might have against us or the quote provider related to the quotes or the quote-based information on the Service. You represent and agree that the following statements are and will continue to be true for so long as you have access to the Service: (a) You will not use any information or market data provided by a national securities exchange or association in connection with any professional or commercial activities, and you agree to notify us if you intend to do so and to pay any additional charges; (b) you will not use the Service in conjunction with any business as a broker-dealer, investment advisor, futures commission merchant, commodities introducing broker, commodity trading advisor, member of a securities exchange or association or futures contract market, or an owner, partner or associated person of any of the foregoing; and (c) if you are employed by a bank or an insurance company or an affiliate of either you will not perform functions related to securities or commodity futures trading activity, except with respect to your [Your Firm RIA] account with us.

7. Quotes and Market Data

A third party not affiliated with us may provide you access to market data and quotes to be used alongside the Service. If market data and quotes are provided to you by a third party, your use of the marked data and quotes will be governed by the terms and conditions imposed by such third party. If we provide market data and quotes the following will apply: Any price quotes that we may provide may be delayed fifteen (15) minutes or longer, according to the rules and regulations applicable to exchanges and quote providers. We reserve the right to limit the number of free real-time quotes. We do not make any representations, warranties, or other guarantees as to the accuracy or timeliness of any price quotes. We may provide you information regarding the value of your share positions based on the share price at the close of the latest market day. The data is for informational purposes only and does not reflect the price you may receive if you sell your shares. You also acknowledge that the quotes, and information provided based on quotes, are obtained from sources that we believe to be reliable, but we do not guarantee the accuracy and completeness of such quotes or information. You waive any claim that you might have against us or the quote provider related to the quotes or the quote-based information on the Service. You represent and agree that the following statements are and will continue to be true for so long as you have access to the Service: (a) You will not use any information or market data provided by a national securities exchange or association in connection with any professional or commercial activities, and you agree to notify us if you intend to do so and to pay any additional charges; (b) you will not use the Service in conjunction with any business as a broker-dealer, investment advisor, futures commission merchant, commodities introducing broker, commodity trading advisor, member of a securities exchange or association or futures contract market, or an owner, partner or associated person of any of the foregoing; and (c) if you are employed by a bank or an insurance company or an affiliate of either you will not perform functions related to securities or commodity futures trading activity, except with respect to your [Your Firm RIA] account with us.

8. Fractional Shares

We round the amount of fractional shares you can purchase and own in your brokerage account down to the nearest four decimal places which may affect your ability to be credited for cash dividends, stock dividends, and stock splits. Fractional shares are not transferable. You will not have voting rights for the fraction of a share owned.

8. Fractional Shares

We round the amount of fractional shares you can purchase and own in your brokerage account down to the nearest four decimal places which may affect your ability to be credited for cash dividends, stock dividends, and stock splits. Fractional shares are not transferable. You will not have voting rights for the fraction of a share owned.

8. Fractional Shares

We round the amount of fractional shares you can purchase and own in your brokerage account down to the nearest four decimal places which may affect your ability to be credited for cash dividends, stock dividends, and stock splits. Fractional shares are not transferable. You will not have voting rights for the fraction of a share owned.

9. Platform Availability Complaint Reporting

We will make best efforts that the Service is available during official market trades hours (9:30am ET – 4:00pm ET) on any Monday to Friday, excluding federal holidays in the United States and any day on which banking institutions and stock market exchanges in the United States are required by law or other government action to close. However, it is understood and agreed that the Service utilizes multiple Third-Party Provider resources and APIs and functionality is dependent on the operation of those services. We encourage you to provide us feedback from time to time regarding the Service. In the event of any feedback or complaint received, we reserve the right to forward such communications to the appropriate party in order to address the communication, including, without limit, the Broker. We reserve the right to contact you about any communication received.

9. Platform Availability Complaint Reporting

We will make best efforts that the Service is available during official market trades hours (9:30am ET – 4:00pm ET) on any Monday to Friday, excluding federal holidays in the United States and any day on which banking institutions and stock market exchanges in the United States are required by law or other government action to close. However, it is understood and agreed that the Service utilizes multiple Third-Party Provider resources and APIs and functionality is dependent on the operation of those services. We encourage you to provide us feedback from time to time regarding the Service. In the event of any feedback or complaint received, we reserve the right to forward such communications to the appropriate party in order to address the communication, including, without limit, the Broker. We reserve the right to contact you about any communication received.

9. Platform Availability Complaint Reporting

We will make best efforts that the Service is available during official market trades hours (9:30am ET – 4:00pm ET) on any Monday to Friday, excluding federal holidays in the United States and any day on which banking institutions and stock market exchanges in the United States are required by law or other government action to close. However, it is understood and agreed that the Service utilizes multiple Third-Party Provider resources and APIs and functionality is dependent on the operation of those services. We encourage you to provide us feedback from time to time regarding the Service. In the event of any feedback or complaint received, we reserve the right to forward such communications to the appropriate party in order to address the communication, including, without limit, the Broker. We reserve the right to contact you about any communication received.

10. Purchases Timing

If orders are placed during market hours, they will be executed immediately at the current live stock price. Orders placed outside of regular market trading hours will be executed one hour after the market opens on the next trading day. Orders will be executed at the best available price according to NBBO. The execution price may be higher or lower than the price at the time you placed your order.

10. Purchases Timing

If orders are placed during market hours, they will be executed immediately at the current live stock price. Orders placed outside of regular market trading hours will be executed one hour after the market opens on the next trading day. Orders will be executed at the best available price according to NBBO. The execution price may be higher or lower than the price at the time you placed your order.

10. Purchases Timing

If orders are placed during market hours, they will be executed immediately at the current live stock price. Orders placed outside of regular market trading hours will be executed one hour after the market opens on the next trading day. Orders will be executed at the best available price according to NBBO. The execution price may be higher or lower than the price at the time you placed your order.

11. Tax and Legal Advice

The Service does not and is not intended to provide legal or tax advice. Consult a professional legal or tax advisor for advice regarding your specific situation.

11. Tax and Legal Advice

The Service does not and is not intended to provide legal or tax advice. Consult a professional legal or tax advisor for advice regarding your specific situation.

11. Tax and Legal Advice

The Service does not and is not intended to provide legal or tax advice. Consult a professional legal or tax advisor for advice regarding your specific situation.

12. Registration for the Service

Registering for an account with OneUp by providing the information requested will give you access to certain parts of the Service subject to the applicable Additional Agreements incorporated herein. Some portions of the Service require you to provide additional personal information (for example, name, age, contact information, date of birth, Social Security number) before you can access their features. Registering for an account is optional, as is providing additional personal information to access additional Services. However, if you do not provide the information requested, you will not be able to access certain features of the Service. You agree that the information that you provide to us upon registration and at all other times will be accurate, current, and complete. You agree to maintain and update this information on an annual basis. Failure to do so constitutes a breach of these Terms, which may result in termination of your account(s) on the Service. You authorize us to retain a copy of all information received from you, including the information you submit through the registration process or that you provide to us from time to time, either directly or indirectly, and to use such information to match you with product and services offers from us and from our marketing partners. You may not register an account for anyone but yourself. You agree not to misrepresent your identity, your personal information, or your third-party account information. You are solely responsible for protecting the confidentiality of your access information, and agree to immediately notify us of any unauthorized use, any breach of security, or unauthorized use of your account(s). We are not liable for any loss or damage from your failure to comply with this security obligation. You are responsible for safeguarding the passwords, passphrases, and keys that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a Third-Party Provider service. You agree not to disclose your password or grant access to your account(s) to any third party. If you permit a third party to access your account(s) or act on your behalf while accessing the Service, you do so at your own risk. We will consider any request made or action taken with your account(s) access information to be a request or action by you or authorized by you. You understand that you will be solely responsible for all orders transmitted electronically, or use of any data, information, or services obtained, using your username and password, and other security data. We are not liable for any losses or damages caused by any third person that you authorize or allow access to your account(s) or the Service. If you authorize or allow a third party to access your account(s) or Service, you will cooperate with us in our efforts to defend claims by that third person, and will indemnify us against any liability, expense, loss, or damage that arises from such third party access. You agree that we are not required to inquire as to the authority or propriety of any instructions given to us by you or via your username and password, and we will not be liable for any losses you incur, (including any claims, damages, actions, demands, investment losses, or other losses, as well as any costs, expenses, charges, attorneys’ fees, or other fees and expenses incurred by me), or other liability arising out of any such instructions as long as such instructions reasonably appear to be authentic. You accept full responsibility for monitoring your account(s). We reserve the right to change, cancel, close, or suspend any account(s) that you have created in association with the Service at any time, for any reason or no reason, without notice to you. If you close your account(s), we may continue to display your Content at our sole discretion. You agree that if we disable access to your account(s), you may be prevented from accessing the Service, your account(s) details, or any files or other Content related to your account(s). If we suspend, disable or close your account(s), you may not create another one without our written permission.

12. Registration for the Service

Registering for an account with OneUp by providing the information requested will give you access to certain parts of the Service subject to the applicable Additional Agreements incorporated herein. Some portions of the Service require you to provide additional personal information (for example, name, age, contact information, date of birth, Social Security number) before you can access their features. Registering for an account is optional, as is providing additional personal information to access additional Services. However, if you do not provide the information requested, you will not be able to access certain features of the Service. You agree that the information that you provide to us upon registration and at all other times will be accurate, current, and complete. You agree to maintain and update this information on an annual basis. Failure to do so constitutes a breach of these Terms, which may result in termination of your account(s) on the Service. You authorize us to retain a copy of all information received from you, including the information you submit through the registration process or that you provide to us from time to time, either directly or indirectly, and to use such information to match you with product and services offers from us and from our marketing partners. You may not register an account for anyone but yourself. You agree not to misrepresent your identity, your personal information, or your third-party account information. You are solely responsible for protecting the confidentiality of your access information, and agree to immediately notify us of any unauthorized use, any breach of security, or unauthorized use of your account(s). We are not liable for any loss or damage from your failure to comply with this security obligation. You are responsible for safeguarding the passwords, passphrases, and keys that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a Third-Party Provider service. You agree not to disclose your password or grant access to your account(s) to any third party. If you permit a third party to access your account(s) or act on your behalf while accessing the Service, you do so at your own risk. We will consider any request made or action taken with your account(s) access information to be a request or action by you or authorized by you. You understand that you will be solely responsible for all orders transmitted electronically, or use of any data, information, or services obtained, using your username and password, and other security data. We are not liable for any losses or damages caused by any third person that you authorize or allow access to your account(s) or the Service. If you authorize or allow a third party to access your account(s) or Service, you will cooperate with us in our efforts to defend claims by that third person, and will indemnify us against any liability, expense, loss, or damage that arises from such third party access. You agree that we are not required to inquire as to the authority or propriety of any instructions given to us by you or via your username and password, and we will not be liable for any losses you incur, (including any claims, damages, actions, demands, investment losses, or other losses, as well as any costs, expenses, charges, attorneys’ fees, or other fees and expenses incurred by me), or other liability arising out of any such instructions as long as such instructions reasonably appear to be authentic. You accept full responsibility for monitoring your account(s). We reserve the right to change, cancel, close, or suspend any account(s) that you have created in association with the Service at any time, for any reason or no reason, without notice to you. If you close your account(s), we may continue to display your Content at our sole discretion. You agree that if we disable access to your account(s), you may be prevented from accessing the Service, your account(s) details, or any files or other Content related to your account(s). If we suspend, disable or close your account(s), you may not create another one without our written permission.

12. Registration for the Service

Registering for an account with OneUp by providing the information requested will give you access to certain parts of the Service subject to the applicable Additional Agreements incorporated herein. Some portions of the Service require you to provide additional personal information (for example, name, age, contact information, date of birth, Social Security number) before you can access their features. Registering for an account is optional, as is providing additional personal information to access additional Services. However, if you do not provide the information requested, you will not be able to access certain features of the Service. You agree that the information that you provide to us upon registration and at all other times will be accurate, current, and complete. You agree to maintain and update this information on an annual basis. Failure to do so constitutes a breach of these Terms, which may result in termination of your account(s) on the Service. You authorize us to retain a copy of all information received from you, including the information you submit through the registration process or that you provide to us from time to time, either directly or indirectly, and to use such information to match you with product and services offers from us and from our marketing partners. You may not register an account for anyone but yourself. You agree not to misrepresent your identity, your personal information, or your third-party account information. You are solely responsible for protecting the confidentiality of your access information, and agree to immediately notify us of any unauthorized use, any breach of security, or unauthorized use of your account(s). We are not liable for any loss or damage from your failure to comply with this security obligation. You are responsible for safeguarding the passwords, passphrases, and keys that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a Third-Party Provider service. You agree not to disclose your password or grant access to your account(s) to any third party. If you permit a third party to access your account(s) or act on your behalf while accessing the Service, you do so at your own risk. We will consider any request made or action taken with your account(s) access information to be a request or action by you or authorized by you. You understand that you will be solely responsible for all orders transmitted electronically, or use of any data, information, or services obtained, using your username and password, and other security data. We are not liable for any losses or damages caused by any third person that you authorize or allow access to your account(s) or the Service. If you authorize or allow a third party to access your account(s) or Service, you will cooperate with us in our efforts to defend claims by that third person, and will indemnify us against any liability, expense, loss, or damage that arises from such third party access. You agree that we are not required to inquire as to the authority or propriety of any instructions given to us by you or via your username and password, and we will not be liable for any losses you incur, (including any claims, damages, actions, demands, investment losses, or other losses, as well as any costs, expenses, charges, attorneys’ fees, or other fees and expenses incurred by me), or other liability arising out of any such instructions as long as such instructions reasonably appear to be authentic. You accept full responsibility for monitoring your account(s). We reserve the right to change, cancel, close, or suspend any account(s) that you have created in association with the Service at any time, for any reason or no reason, without notice to you. If you close your account(s), we may continue to display your Content at our sole discretion. You agree that if we disable access to your account(s), you may be prevented from accessing the Service, your account(s) details, or any files or other Content related to your account(s). If we suspend, disable or close your account(s), you may not create another one without our written permission.

13. Consent to Contract Electronically

Your electronic signature or indication of assent to any document related to the Service is sufficient to legally bind you as if you had physically executed a hard copy of that document. You will not dispute the admissibility of an electronically stored copy of a document that you electronically signed or to which you indicated your assent. You will not dispute the validity of your electronic signature or indication of assent. And you will not dispute the admissibility of the business records maintained by us to reflect and memorialize your electronic signatures and indications of assent.

13. Consent to Contract Electronically

Your electronic signature or indication of assent to any document related to the Service is sufficient to legally bind you as if you had physically executed a hard copy of that document. You will not dispute the admissibility of an electronically stored copy of a document that you electronically signed or to which you indicated your assent. You will not dispute the validity of your electronic signature or indication of assent. And you will not dispute the admissibility of the business records maintained by us to reflect and memorialize your electronic signatures and indications of assent.

13. Consent to Contract Electronically

Your electronic signature or indication of assent to any document related to the Service is sufficient to legally bind you as if you had physically executed a hard copy of that document. You will not dispute the admissibility of an electronically stored copy of a document that you electronically signed or to which you indicated your assent. You will not dispute the validity of your electronic signature or indication of assent. And you will not dispute the admissibility of the business records maintained by us to reflect and memorialize your electronic signatures and indications of assent.

14. Your Account Information from Third Parties

We may use certain third parties to gather your data from financial institutions. By using the Service, you grant our Third-Party Provider the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution according to the terms of our Third-Party Provider’s privacy policy. Through the Service, you may authorize us to access read-only information for the accounts you have with third-party financial institutions, such as your bank. You understand and agree that to enable this feature you must enter on the Service the login information and credentials necessary to access your third-party account information. By enabling this feature you grant to us express permission to use your login information to access your third-party account information in connection with your use of the Service. You represent and warrant that in providing us with your login information and third-party account information you are not violating any agreement or terms that you are subject to.

14. Your Account Information from Third Parties

We may use certain third parties to gather your data from financial institutions. By using the Service, you grant our Third-Party Provider the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution according to the terms of our Third-Party Provider’s privacy policy. Through the Service, you may authorize us to access read-only information for the accounts you have with third-party financial institutions, such as your bank. You understand and agree that to enable this feature you must enter on the Service the login information and credentials necessary to access your third-party account information. By enabling this feature you grant to us express permission to use your login information to access your third-party account information in connection with your use of the Service. You represent and warrant that in providing us with your login information and third-party account information you are not violating any agreement or terms that you are subject to.

14. Your Account Information from Third Parties

We may use certain third parties to gather your data from financial institutions. By using the Service, you grant our Third-Party Provider the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution according to the terms of our Third-Party Provider’s privacy policy. Through the Service, you may authorize us to access read-only information for the accounts you have with third-party financial institutions, such as your bank. You understand and agree that to enable this feature you must enter on the Service the login information and credentials necessary to access your third-party account information. By enabling this feature you grant to us express permission to use your login information to access your third-party account information in connection with your use of the Service. You represent and warrant that in providing us with your login information and third-party account information you are not violating any agreement or terms that you are subject to.

15. Intellectual Property

You acknowledge and agree that, unless otherwise noted, we or our licensors own all legal right, title, and interest in and to the Service, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate user reviews, ratings, and all other elements and components of the Service, as well as all copyrights, trademarks, service marks, trade names, logos, domain names, other distinctive brand features and other intellectual and proprietary rights (whether those rights happen to be registered or not, and wherever in the world those rights may exist) associated with the Service, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws (collectively, “Our IP”). As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit the Service in whole or in part except as expressly authorized by us in a separate written document. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Service. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights in or to the Service or to Our IP, and all such rights are expressly reserved by us. All goodwill generated from the use of Our IP inures to our benefit. All rights in and to the Service and Our IP are retained by us.

15. Intellectual Property

You acknowledge and agree that, unless otherwise noted, we or our licensors own all legal right, title, and interest in and to the Service, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate user reviews, ratings, and all other elements and components of the Service, as well as all copyrights, trademarks, service marks, trade names, logos, domain names, other distinctive brand features and other intellectual and proprietary rights (whether those rights happen to be registered or not, and wherever in the world those rights may exist) associated with the Service, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws (collectively, “Our IP”). As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit the Service in whole or in part except as expressly authorized by us in a separate written document. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Service. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights in or to the Service or to Our IP, and all such rights are expressly reserved by us. All goodwill generated from the use of Our IP inures to our benefit. All rights in and to the Service and Our IP are retained by us.

15. Intellectual Property

You acknowledge and agree that, unless otherwise noted, we or our licensors own all legal right, title, and interest in and to the Service, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate user reviews, ratings, and all other elements and components of the Service, as well as all copyrights, trademarks, service marks, trade names, logos, domain names, other distinctive brand features and other intellectual and proprietary rights (whether those rights happen to be registered or not, and wherever in the world those rights may exist) associated with the Service, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws (collectively, “Our IP”). As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit the Service in whole or in part except as expressly authorized by us in a separate written document. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Service. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights in or to the Service or to Our IP, and all such rights are expressly reserved by us. All goodwill generated from the use of Our IP inures to our benefit. All rights in and to the Service and Our IP are retained by us.

16. Disclaimer of Warranties and Limitation of Liability

The Content and the Service are provided on an “as is” and “as available” basis. To the fullest extent permitted under applicable law, OneUp and the Third Party Providers expressly disclaim all warranties of any kind with respect to the Content and the Service, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and noninfringement. Neither OneUp nor Third Party Providers guarantee the accuracy, timeliness, completeness or usefulness of any Content. You agree to use the Content and the Service only at your own risk. The Content is not intended to provide financial, legal, tax or investment advice or recommendations. You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance. You should consult your legal or tax professional regarding your specific situation. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS ARE DISCLAIMED, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR IN EQUITY. WE DO NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE SERVICE IN TERMS OF CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, OR OTHERWISE. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR, OR CORRECTION TO ANY EQUIPMENT YOU USE IN ACCESSING THE SERVICE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE, OR THE SERVERS THAT PROCESS INFORMATION FOR US, ARE FREE OF VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS. THE SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. ONEUP AND ANY THIRD PARTY PROVIDERS WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICE, INABILITY TO USE THE SERVICE, OR CIRCUMSTANCES BEYOND OUR CONTROL, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ON LIABILITY APPLY TO CLAIMS FOR BREACH OF CONTRACT, BREACH OF WARRANTY, GUARANTEE OR CONDITION, STRICT LIABILITY, NEGLIGENCE, OR OTHER TORT TO THE EXTENT PERMITTED BY APPLICABLE LAW. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE LIABILITY OF US, OUR AFFILIATES, AGENTS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT RECEIVED BY US FROM YOU DURING THE SIX-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, OR (B) $50. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some states or other jurisdictions do not allow the disclaimer of implied warranties or the exclusion of certain damages, so the above disclaimers, exclusions, and limitations may not apply to you. You may also have other rights that vary from state to state and jurisdiction to jurisdiction.

16. Disclaimer of Warranties and Limitation of Liability

The Content and the Service are provided on an “as is” and “as available” basis. To the fullest extent permitted under applicable law, OneUp and the Third Party Providers expressly disclaim all warranties of any kind with respect to the Content and the Service, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and noninfringement. Neither OneUp nor Third Party Providers guarantee the accuracy, timeliness, completeness or usefulness of any Content. You agree to use the Content and the Service only at your own risk. The Content is not intended to provide financial, legal, tax or investment advice or recommendations. You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance. You should consult your legal or tax professional regarding your specific situation. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS ARE DISCLAIMED, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR IN EQUITY. WE DO NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE SERVICE IN TERMS OF CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, OR OTHERWISE. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR, OR CORRECTION TO ANY EQUIPMENT YOU USE IN ACCESSING THE SERVICE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE, OR THE SERVERS THAT PROCESS INFORMATION FOR US, ARE FREE OF VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS. THE SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. ONEUP AND ANY THIRD PARTY PROVIDERS WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICE, INABILITY TO USE THE SERVICE, OR CIRCUMSTANCES BEYOND OUR CONTROL, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ON LIABILITY APPLY TO CLAIMS FOR BREACH OF CONTRACT, BREACH OF WARRANTY, GUARANTEE OR CONDITION, STRICT LIABILITY, NEGLIGENCE, OR OTHER TORT TO THE EXTENT PERMITTED BY APPLICABLE LAW. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE LIABILITY OF US, OUR AFFILIATES, AGENTS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT RECEIVED BY US FROM YOU DURING THE SIX-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, OR (B) $50. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some states or other jurisdictions do not allow the disclaimer of implied warranties or the exclusion of certain damages, so the above disclaimers, exclusions, and limitations may not apply to you. You may also have other rights that vary from state to state and jurisdiction to jurisdiction.

16. Disclaimer of Warranties and Limitation of Liability

The Content and the Service are provided on an “as is” and “as available” basis. To the fullest extent permitted under applicable law, OneUp and the Third Party Providers expressly disclaim all warranties of any kind with respect to the Content and the Service, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and noninfringement. Neither OneUp nor Third Party Providers guarantee the accuracy, timeliness, completeness or usefulness of any Content. You agree to use the Content and the Service only at your own risk. The Content is not intended to provide financial, legal, tax or investment advice or recommendations. You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance. You should consult your legal or tax professional regarding your specific situation. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS ARE DISCLAIMED, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR IN EQUITY. WE DO NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE SERVICE IN TERMS OF CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, OR OTHERWISE. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR, OR CORRECTION TO ANY EQUIPMENT YOU USE IN ACCESSING THE SERVICE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE, OR THE SERVERS THAT PROCESS INFORMATION FOR US, ARE FREE OF VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS. THE SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. ONEUP AND ANY THIRD PARTY PROVIDERS WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICE, INABILITY TO USE THE SERVICE, OR CIRCUMSTANCES BEYOND OUR CONTROL, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ON LIABILITY APPLY TO CLAIMS FOR BREACH OF CONTRACT, BREACH OF WARRANTY, GUARANTEE OR CONDITION, STRICT LIABILITY, NEGLIGENCE, OR OTHER TORT TO THE EXTENT PERMITTED BY APPLICABLE LAW. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE LIABILITY OF US, OUR AFFILIATES, AGENTS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT RECEIVED BY US FROM YOU DURING THE SIX-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, OR (B) $50. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some states or other jurisdictions do not allow the disclaimer of implied warranties or the exclusion of certain damages, so the above disclaimers, exclusions, and limitations may not apply to you. You may also have other rights that vary from state to state and jurisdiction to jurisdiction.

17. Governing Law

Use of the Service is governed by and will be construed in accordance with the laws of the United States without giving effect to any principles of conflicts of laws, except to the extent governed by the federal securities laws, FINRA Rules, and the regulations, customs, and usage of the exchanges or market (and its clearing house) on which transactions are executed, without giving effect to any principles of conflicts of laws.

17. Governing Law

Use of the Service is governed by and will be construed in accordance with the laws of the United States without giving effect to any principles of conflicts of laws, except to the extent governed by the federal securities laws, FINRA Rules, and the regulations, customs, and usage of the exchanges or market (and its clearing house) on which transactions are executed, without giving effect to any principles of conflicts of laws.

17. Governing Law

Use of the Service is governed by and will be construed in accordance with the laws of the United States without giving effect to any principles of conflicts of laws, except to the extent governed by the federal securities laws, FINRA Rules, and the regulations, customs, and usage of the exchanges or market (and its clearing house) on which transactions are executed, without giving effect to any principles of conflicts of laws.

18. Dispute Resolution

Any controversy or claim arising out of or relating to these Terms, any agreement between you and us, any account(s) established hereunder, or any transaction therein, shall be settled by arbitration administered by the [Arbitration Association] in accordance with its Commercial [or other] Arbitration Rules. You agree to arbitrate any controversy or claim before the [Arbitration Association] in the [Country/Region]. As set forth below, nothing in these Terms will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests

18. Dispute Resolution

Any controversy or claim arising out of or relating to these Terms, any agreement between you and us, any account(s) established hereunder, or any transaction therein, shall be settled by arbitration administered by the [Arbitration Association] in accordance with its Commercial [or other] Arbitration Rules. You agree to arbitrate any controversy or claim before the [Arbitration Association] in the [Country/Region]. As set forth below, nothing in these Terms will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests

18. Dispute Resolution

Any controversy or claim arising out of or relating to these Terms, any agreement between you and us, any account(s) established hereunder, or any transaction therein, shall be settled by arbitration administered by the [Arbitration Association] in accordance with its Commercial [or other] Arbitration Rules. You agree to arbitrate any controversy or claim before the [Arbitration Association] in the [Country/Region]. As set forth below, nothing in these Terms will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests

19. Jurisdiction and Venue

To the extent that any dispute arising under these Terms is not subject to mandatory arbitration, exclusive jurisdiction and venue will be with a court of competent jurisdiction in [Country/Region]. You consent to the jurisdiction of such courts and agree to accept service of process issued by such courts.

19. Jurisdiction and Venue

To the extent that any dispute arising under these Terms is not subject to mandatory arbitration, exclusive jurisdiction and venue will be with a court of competent jurisdiction in [Country/Region]. You consent to the jurisdiction of such courts and agree to accept service of process issued by such courts.

19. Jurisdiction and Venue

To the extent that any dispute arising under these Terms is not subject to mandatory arbitration, exclusive jurisdiction and venue will be with a court of competent jurisdiction in [Country/Region]. You consent to the jurisdiction of such courts and agree to accept service of process issued by such courts.

20. Severability

If any provision of these Terms is unlawful, void, or unenforceable, the remaining provisions will remain valid and in effect to the fullest extent possible.

20. Severability

If any provision of these Terms is unlawful, void, or unenforceable, the remaining provisions will remain valid and in effect to the fullest extent possible.

20. Severability

If any provision of these Terms is unlawful, void, or unenforceable, the remaining provisions will remain valid and in effect to the fullest extent possible.

21. Survival

Certain provisions of these Terms by their nature will continue in full force and effect after termination, including without limitation the authorizations you have granted, the Disclaimer of Warranties and Limitation of Liability, and Jurisdiction and Venue

21. Survival

Certain provisions of these Terms by their nature will continue in full force and effect after termination, including without limitation the authorizations you have granted, the Disclaimer of Warranties and Limitation of Liability, and Jurisdiction and Venue

21. Survival

Certain provisions of these Terms by their nature will continue in full force and effect after termination, including without limitation the authorizations you have granted, the Disclaimer of Warranties and Limitation of Liability, and Jurisdiction and Venue

22. Assignment

You may not transfer or assign any rights or obligations you have under these Terms without our prior written consent. We reserve the right to transfer or assign these Terms or any right or obligation under these Terms at any time. Without giving you prior notice, we may assign your rights or duties under these Terms to any successor, subsidiary or affiliate, and, with prior notice to you by email or account alert, we may assign our rights and duties hereunder to any other third party. These Terms shall continue to bind you regardless of whether our rights or duties are transferred or assigned. You agree that you cannot assign any rights or obligations under these Terms without first obtaining our prior written consent. Any attempt at assignment without receiving prior written consent will be void. These Terms are binding upon you, your estate, executors, administrators, personal representatives, heirs, successors, assigns, and any entities or individuals you represent with respect to the Service.

22. Assignment

You may not transfer or assign any rights or obligations you have under these Terms without our prior written consent. We reserve the right to transfer or assign these Terms or any right or obligation under these Terms at any time. Without giving you prior notice, we may assign your rights or duties under these Terms to any successor, subsidiary or affiliate, and, with prior notice to you by email or account alert, we may assign our rights and duties hereunder to any other third party. These Terms shall continue to bind you regardless of whether our rights or duties are transferred or assigned. You agree that you cannot assign any rights or obligations under these Terms without first obtaining our prior written consent. Any attempt at assignment without receiving prior written consent will be void. These Terms are binding upon you, your estate, executors, administrators, personal representatives, heirs, successors, assigns, and any entities or individuals you represent with respect to the Service.

22. Assignment

You may not transfer or assign any rights or obligations you have under these Terms without our prior written consent. We reserve the right to transfer or assign these Terms or any right or obligation under these Terms at any time. Without giving you prior notice, we may assign your rights or duties under these Terms to any successor, subsidiary or affiliate, and, with prior notice to you by email or account alert, we may assign our rights and duties hereunder to any other third party. These Terms shall continue to bind you regardless of whether our rights or duties are transferred or assigned. You agree that you cannot assign any rights or obligations under these Terms without first obtaining our prior written consent. Any attempt at assignment without receiving prior written consent will be void. These Terms are binding upon you, your estate, executors, administrators, personal representatives, heirs, successors, assigns, and any entities or individuals you represent with respect to the Service.

23. No Third Party Beneficiary

You agree that, except as otherwise expressly provided in these Terms, there are no third-party beneficiaries to these Terms.

23. No Third Party Beneficiary

You agree that, except as otherwise expressly provided in these Terms, there are no third-party beneficiaries to these Terms.

23. No Third Party Beneficiary

You agree that, except as otherwise expressly provided in these Terms, there are no third-party beneficiaries to these Terms.

24. Modification

We reserve the right to modify these Terms at any time in our sole discretion. Any changes to these Terms become effective when we post them to the Service and will be noted by the “last updated” date indicated above. If we change these Terms, we will attempt to give you notice by posting a notice on the Service and/or informing you via email. Your continued use of the Service after we post the modified Terms to the Service constitutes your agreement to the modified Terms. We further reserve the right, in our sole discretion and without any obligation, to modify, improve, discontinue, or correct any errors or omissions in any portion of the Service or any portion thereof at any time without notice.

24. Modification

We reserve the right to modify these Terms at any time in our sole discretion. Any changes to these Terms become effective when we post them to the Service and will be noted by the “last updated” date indicated above. If we change these Terms, we will attempt to give you notice by posting a notice on the Service and/or informing you via email. Your continued use of the Service after we post the modified Terms to the Service constitutes your agreement to the modified Terms. We further reserve the right, in our sole discretion and without any obligation, to modify, improve, discontinue, or correct any errors or omissions in any portion of the Service or any portion thereof at any time without notice.

24. Modification

We reserve the right to modify these Terms at any time in our sole discretion. Any changes to these Terms become effective when we post them to the Service and will be noted by the “last updated” date indicated above. If we change these Terms, we will attempt to give you notice by posting a notice on the Service and/or informing you via email. Your continued use of the Service after we post the modified Terms to the Service constitutes your agreement to the modified Terms. We further reserve the right, in our sole discretion and without any obligation, to modify, improve, discontinue, or correct any errors or omissions in any portion of the Service or any portion thereof at any time without notice.

25. Termination

We may change, terminate or suspend our Service, or for any reason we deem necessary. We may terminate or suspend your access to our Service immediately, without prior notice or liability, for any reason whatsoever, including but not limited to, your breach of these Terms. After paying any obligations owed to us, you may cancel your accounts(s) with or without cause at any time upon written notice to us. Upon termination, your right to use the Service will immediately cease.

25. Termination

We may change, terminate or suspend our Service, or for any reason we deem necessary. We may terminate or suspend your access to our Service immediately, without prior notice or liability, for any reason whatsoever, including but not limited to, your breach of these Terms. After paying any obligations owed to us, you may cancel your accounts(s) with or without cause at any time upon written notice to us. Upon termination, your right to use the Service will immediately cease.

25. Termination

We may change, terminate or suspend our Service, or for any reason we deem necessary. We may terminate or suspend your access to our Service immediately, without prior notice or liability, for any reason whatsoever, including but not limited to, your breach of these Terms. After paying any obligations owed to us, you may cancel your accounts(s) with or without cause at any time upon written notice to us. Upon termination, your right to use the Service will immediately cease.

26. Entire Terms

These Terms, all other agreements, and disclosures referred to in these Terms or located on the Services and any terms contained in our Communications contain the entire understanding between you and us. These Terms supersede any previous agreements that you have made with us related to the subject matter hereof. If applicable, any and all other agreements between you and us that are not inconsistent with these Terms continue to apply. These Terms will inure to the benefit of our successors, assigns, licensees, and sublicensees.

26. Entire Terms

These Terms, all other agreements, and disclosures referred to in these Terms or located on the Services and any terms contained in our Communications contain the entire understanding between you and us. These Terms supersede any previous agreements that you have made with us related to the subject matter hereof. If applicable, any and all other agreements between you and us that are not inconsistent with these Terms continue to apply. These Terms will inure to the benefit of our successors, assigns, licensees, and sublicensees.

26. Entire Terms

These Terms, all other agreements, and disclosures referred to in these Terms or located on the Services and any terms contained in our Communications contain the entire understanding between you and us. These Terms supersede any previous agreements that you have made with us related to the subject matter hereof. If applicable, any and all other agreements between you and us that are not inconsistent with these Terms continue to apply. These Terms will inure to the benefit of our successors, assigns, licensees, and sublicensees.

27. Contact Us

Contact us at support@oneupinvest.com

27. Contact Us

Contact us at support@oneupinvest.com

27. Contact Us

Contact us at support@oneupinvest.com