October 2023
Introduction
Beanstox Inc. (“Beanstox”) provides general financial information to users (a “User” or “Users”) of our website (the “Website”). Beanstox is also an automated investment advisor and provides investment advisory services available online through mobile applications (the “App”, and collectively with the Website, the “Platform”) through which Beanstox offers a service that enables U.S. domestic resident investors an easy and cost-effective way to invest in U.S. and International equity and bond markets through ETFs (the “Program”).
For the purposes of these Terms and Conditions (the “Agreement”) and other Beanstox agreements, a User is an individual who uses our Platform to evaluate our services, or for educational purposes. Users can view all publicly available content on the Websites and the App. A Client is a User who signs our Investment Advisory Agreement (the “Advisory Agreement”) entitling the Client to open Beanstox investment accounts (each an “Account” and collectively, “Accounts”). Clients can access our Websites and App as Users do, but can also create, access, manage and update their Accounts on the Platform.
By accessing our Platform, as a User (including as a Client), you enter into a series of legally binding agreements and you are agree to be bound by the terms of those agreement, including this Agreement, Beanstox’s Privacy Policy (which covers how we collect, use, share and store your personal information), and, if you are a Client, the Advisory Agreement (collectively, the “Beanstox Agreements”). Please take the time to read all such Beanstox Agreements. If you do not agree to these terms, please do not use the Platform.
YOU ACKNOWLEDGE AND AGREE THAT ALL THE BEANSTOX AGREEMENTS, INCLUDING THIS TERMS AND CONDITIONS AGREEMENT, ARE GOVERNED BY THE BINDING ARBITRATION CLAUSE SET FORTH IN THIS AGREEMENT.
The section below titled “Class Action Waiver” contains a binding class action waiver which affects your legal rights. Please read it carefully.
General information
The App is operated by Beanstox Inc., an SEC Registered Investment Adviser. Only registered and approved Clients will be able to access the Program. The brokerage services for the Program are provided by DriveWealth LLC, a registered broker dealer and a member of FINRA and SIPC. Beanstox is not affiliated with, or operated by, DriveWealth LLC.
Beanstox is under no obligation to accept any individual as a Client and may accept or reject any account registration in its sole discretion. Beanstox can also deactivate a Client’s Account at any time, in its sole discretion, for any reason. If Beanstox terminates an Account because of a Client’s breach of the terms and conditions of any Beanstox Agreement, Beanstox shall have no liability or responsibility to the Client.
Beanstox relies primarily on the Platform to interact with Clients. In limited circumstances, Beanstox can rely on email communication to provide information to Clients.
Beanstox may, at any time, modify or supplement this Agreement and post the revised versions of all Beanstox Agreements on the Website’s legal section. Any modifications will be effective immediately upon posting on the Website. Users are responsible for regularly reviewing the Website for changes to this Agreement and the other Beanstox Agreements.
Beanstox reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and a User’s access to all or any part of the Platform, at any time and for any reason without prior notice or liability. Beanstox reserves the right to change, suspend, or discontinue all or any part of the Platform at any time without prior notice or liability. Certain items shall survive the termination of this Agreement.
Eligibility
You must be 18 or older to access the Platform. Any access to or use of the Platform by anyone under 18 is unauthorized and a violation of this Agreement. By using the Platform, you represent that you are 18 or older.
You agree to use the Platform solely for your personal, non-commercial use and will not attempt to interfere with the functioning of the Platform in any way.
Conditions of Use
By accessing the Platform, you agree that you will comply with all applicable rules and that you will:
– Comply with property laws, tax laws, export control laws and regulatory requirements;
– Not use automated data gathering or extraction tools to acquire, copy or monitor the Application or any portion of the Application;
– Not attempt to bypass or otherwise interfere with the security-related features of the Application that would prevent or restrict the access or operation of Beanstox;
– Not attempt to use software viruses, files, programs or any other computer code to interfere with the access or operation of Beanstox or to gain access to any data, files, or password by hacking, data mining or any other means;
– Not attempt to decipher, decompile, disassemble, or reverse-engineer any of the software used to operate the Platform; and
– Not make inappropriate use of the information provided on the Platform or in connection with Beanstox’ services and take any other action which adversely affects the Platform, the services, or Beanstox.
Clients will also:
– Use the Client’s username or password (which are confidential) in a prudent manner;
– Not share an Account with anyone else; and
– Provide true and precise information during the Account registration process.
As a Client you are responsible for safeguarding your username and password information. You will notify Beanstox immediately if your password is stolen or if you suspect unauthorized use of you Account. You agree that you shall be solely responsible for any activities or actions under your Account, whether or not you have authorized such activities or actions. Beanstox reserves the right to delete or change your username and password at any time and for any reason and shall have no liability to you for any loss or damage caused by such action.
Access to and use of password protected or secure areas of the Platform is restricted to authorized persons only. Unauthorized persons attempting to access these areas of the Platform may be subject to legal action.
Intellectual Property
The Platform contains material, such as videos, software, text, graphics, images, photographs, sound recordings, and other material provided by or on behalf of Beanstox (collectively referred to as the “Content”). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. Users have no rights in or to the Content, and you agree that you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from Beanstox. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content anywhere for any purpose is expressly prohibited.
The trademarks, service marks, and logos of Beanstox (the “Beanstox Trademarks”) used and displayed on the Platform are registered and unregistered trademarks or service marks of Beanstox. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Beanstox Trademarks, the “Trademarks”). Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Beanstox Trademarks inures to our benefit.
Elements of the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
No Offers or Reliance; No Investment or Financial Advice
Users should note that NO information set forth in areas on the Platform accessible by Users (the “User Areas”) should be construed as investment or financial advice. The User Areas are limited to the dissemination of general information pertaining to Beanstox’ advisory services, together with access to additional investment-related information, educational materials, publications, and links. Accordingly, the publication of information on the User Areas on the Internet should not be construed by any User as Beanstox’s solicitation to effect, or attempt to effect, transactions in securities, or the rendering of personalized investment advice for compensation, over the Internet.
Beanstox is neither a law firm nor an accounting firm, and no portion of the Platform should be interpreted as providing legal, accounting, or tax advice. To the extent that past performance is available through the Platform, past performance is not indicative of future results, and no representation is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided.
No material available through the Platform shall be used or considered as an offer to sell or a solicitation of any offer to buy securities or Beanstox services or services of any of our affiliated entities. Offers can only be made where lawful under, and in compliance with, applicable law.
Please remember that different types of investments involve varying degrees of risk, and there can be no assurance that the future performance of any specific investment or investment strategy (including those recommended by Beanstox), will be profitable or equal any historical performance levels.
Investments discussed on the Platform, if any, may not be suitable for all investors. Users should make their own investment decisions based upon their own financial objectives and financial resources, and should obtain independent investment and tax advice before deciding to invest.
No Inside Information; No Guaranteed Results
Beanstox obtains information from a wide variety of publicly available sources. Beanstox does not have, nor does it claim to have, sources of inside or private information. The recommendations developed by Beanstox in connection with its services are based upon the professional judgment of Beanstox, and Beanstox cannot and does not guarantee the results of any recommendations.
Forward-Looking Statements
The Platform contains certain “forward-looking statements,” which may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated,” “potential,” and other similar terms. Examples of forward-looking statements include, but are not limited to, estimates with respect to financial condition, results of operations, and the success or lack of success of Beanstox’s investment process or strategy. All are subject to various factors, including, but not limited to, general and local economic conditions, changing levels of competition within certain industries and markets, changes in interest rates, changes in legislation or regulation, and other economic, competitive, governmental, regulatory, and technological factors affecting Beanstox’s operations that could cause actual results to differ materially from projected results.
Positions and Recommendations
Certain portions of the Platform may contain discussions of, and provide access to, Beanstox’s (and those of other investment and non-investment professionals) positions and recommendations as of a specific prior date. Due to various factors, including changing market conditions, such discussions may no longer be reflective of current positions and recommendations. Moreover, no User should assume that any such discussion serves as the receipt of, or a substitute for, personalized advice from Beanstox or from any other investment professional.
Rankings and Rating Services
Rankings and recognition by unaffiliated rating services and publications should not be construed by a User as a guarantee that he/she will experience a certain level of results if Beanstox is engaged, or continues to be engaged, to provide investment advisory services, nor should they be construed as current or past endorsements of Beanstox by any of its Users. Rankings published by magazines and others generally base their selections exclusively on information prepared and/or submitted by the recognized investment adviser. Moreover, with regard to any performance information contained on the Platform, directly or indirectly, Users should note that past results are not indicative of future results.
Disclaimer of warranties
You understand and acknowledge that the data and other statements of facts are obtained from sources that Beanstox considers to be reliable, but make no warranty as to the accuracy of the information provided.
You hereby agree that access to and use of the Platform is at your sole risk. The Platform is provided on an “as is” and “as available” basis for your use, without warranties of any kind. The warranties hereby disclaimed include any warranty of merchantability or fitness for a particular purpose. Beanstox does not guarantee that you will be able to access or use the Platform, including the App if you are a Client, at times or locations of your choosing or that Beanstox will have adequate capacity for the Platform or its services as a whole or in any specific geographic area. Beanstox makes no warranties of the quality of its services and that it will meet your expectations or that such services will be timely, secure or without error and that any errors will be immediately corrected.
Links with other sites
The Platform may provide links or references to websites or services that are maintained or provided by third parties. Beanstox is not responsible for and does not assume responsibility for any content or practice of any such site or service and makes no warranties of any kind in relation to such sites and services. Your use of any such site or service is entirely at your own risk. Beanstox provides such links and references solely as a convenience to you and not as an endorsement or approval of any content, practice, owner, or sponsor.
Limitations of liabilities
You acknowledge and agree that in no event will Beanstox and its affiliates (or any of their officers, directors, employees, agents, successors, licensees, licensors, affiliates, suppliers, and assigns) be liable for any damages or any other person regarding any conduct, communication or content associated with the Platform or the services. Moreover, in no case shall Beanstox and its affiliates (or any of their officers, directors, employees, agents, successors, licensees, licensors, affiliates, suppliers, and assigns) be liable for any indirect, special, incidental or punitive damages including, without limitation, those resulting from theft or loss of profits, data, use, business interruption, or other intangible loss relating in any way to your use of or inability to use the Platform, including the App if you are a Client.
Because some jurisdictions do not allow the exclusion or the limitation of certain categories of liability, the foregoing limitations shall apply to you only to the full extent permitted by applicable law.
Beanstox does not warrant or guarantee any third-party product or service offered through or in connection with the Platform or its services and will not be a party to, in any way, be responsible for monitoring any transaction between you and third-party providers of products or services.
Indemnification
You agree to defend, indemnify and hold harmless Beanstox and our officers, directors, employees, agents, successors, licensees, licensors, affiliates, suppliers, and assigns from and against all claims (including investigations and allegations that are not yet presented as litigation) and liabilities, losses and expenses, including attorneys’ fees and costs, arising in connection with any breach of this Agreement or any other Beanstox Agreement. If you fail to provide a defense satisfactory to Beanstox, Beanstox may assume the defense and invoice you for the cost thereof, which invoice(s) you shall pay immediately upon presentation.
Feedback
Your feedback is welcome and encouraged. You may submit feedback by emailing us at [email protected]. You agree, however, that (i) by submitting unsolicited ideas to Beanstox or any of our employees or representatives, by any medium, including but not limited to email, written, or oral communication, you automatically forfeit your right to any intellectual property rights in such ideas; and (ii) such unsolicited ideas automatically become the property of Beanstox. You hereby assign and agree to assign all rights, title, and interest you have in such feedback and ideas to Beanstox together with all intellectual property rights therein. In addition, you warrant that all moral rights in any feedback have been waived, and you do hereby waive any such moral rights. Please note that we may record telephone conversations while providing our customer services. By accessing our Platform and contacting us by telephone, you hereby consent to these recordings.
Compliance with Applicable Laws
We make no claims concerning whether the content on the Platform may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Platform or the content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
Applicable Law
This Agreement and any action related thereto will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.
Binding Arbitration
In the event of dispute relating to these terms and conditions, arbitration shall be conducted by and submitted to a single arbitrator (“Arbitrator”) pursuant to current JAMS Comprehensive Arbitration Rules and Procedures where appropriate. The Arbitrator’s award may be entered in any court having jurisdiction. The Arbitrator shall be authorized to award compensatory damages but shall NOT be authorized to award non-economic damages such as for emotional distress or suffering or punitive or indirect, incidental or consequential damages. Each party is responsible for their attorneys’ costs arising out of the arbitration and shall pay an equal share of the fees and costs of the Arbitrator and JAMS. The Arbitrator shall issue a written statement of the decision describing the factual findings and conclusions on which the award is based, including the calculation of any damages awarded.
Class Action Waiver
You agree that any arbitration or proceeding shall be limited to the dispute between Beanstox and you individually. To the full extent permitted by law, 1) no arbitration or proceeding shall be joined with any other 2) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to use class action procedures and (3) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. You agree that you may bring claims against Beanstox only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.