Terms & Conditions (Wealth)

These Terms and Conditions (“Terms”) apply to the provision of the Services supplied by DA Inv LLC (“Company,” “we,” “us,” or “our”) to its Clients through the Application.

THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES (WITH LIMITED EXCEPTIONS) RELATED TO THE COMPANY’S SERVICES AND/OR PRODUCTS THROUGH INDIVIDUAL BINDING ARBITRATION, WHICH MEANS YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER, AS EXPLAINED IN THESE TERMS.FOR THE AVOIDANCE OF DOUBT, NOTHING STATED ABOVE, NOR ANY PROVISION CONTAINED IN THESE TERMS AND CONDITIONS, IMPLIES A WAIVER OF ANY RIGHT TO WHICH YOU ARE ENTITLED UNDER APPLICABLE FEDERAL SECURITIES LAWS, INCLUDING THE SECURITIES ACT AND THE ADVISERS ACT, WHICH CANNOT BE WAIVED BY LAW.

1. Definitions

The concepts contained in these Terms that begin with a capital letter shall be understood with the meaning assigned to them in the respective definitions section.

“Application”: means an electronic platform available on the Apple App Store and the Android Play Store through which the Company provides its services as an investment adviser to Clients, and whose operation is governed by these Terms.

“Investment Advisory”: means the provision, by the Company, through the Service, of personalized or individualized recommendations or advice to the Client, suggesting that the Client make investment decisions regarding one or more of the Securities, and may be carried out at the Client’s request or on the Company’s initiative.

“Client” or “you”: means the natural person or legal entity that, after registering in the Application, requested the provision of the Services, adhering to these Terms for such purpose.

“Remuneration”: means the payment that the Company receives for the provision of its Investment Services, as established in Section XI of the Terms.

“Password”: means a sequence of characters determined by the Client, linked to an email address, which together allow access to the Application.

“Account”: means each profile that the Company opens for the Client, under these Terms, for the provision of the investment services offered by the Company.

“SEC”: means the U.S. Securities and Exchange Commission.

“Business Day”: means a day that is not a Saturday, Sunday, or any other day on which the Securities Market Intermediaries do not provide services to the public by force of law or governmental resolution.

“Investment Strategy”: refers to the set of guidelines developed by the Company to provide investment advisory services to its clients, based on the characteristics and conditions of the markets, securities, and derivative financial instruments in which it is intended to invest.

“Securities Market Intermediary”: means the financial entities authorized by domestic or foreign financial legislation to regularly and professionally perform (i) acts to bring together the supply and demand of securities; (ii) the execution of transactions with securities on behalf of third parties as broker, agent, or in any other capacity, intervening in the corresponding legal acts in their own name or in the name of third parties; and/or (iii) the trading of securities on their own behalf with the general public or with other intermediaries acting in the same manner or on behalf of third parties.

“Transactions”: means any and all transactions that the Client instructs the Company to carry out as a result of the investment advisory services, under these Terms. The Transactions do not exclude any activities carried out by a Securities Market Intermediary.

“Client Profile”: means the assessment that the Company carries out of the Client, in accordance with these Terms.

“Investment Profile”: means the result of the assessment carried out by the Company regarding (i) the financial situation, knowledge, and experience in financial matters of the Client, in the case of sophisticated clients, and (ii) the Clients’ investment objectives.

“Product Profile”: means the analysis carried out by the Company in relation to each type of Financial Product based on the public information related to such Financial Product.

“Financial Products”: mean the Securities, Investment Strategies, or composition of the investment portfolio.

“Investment Services”: means the regular and professional provision of investment advisory services and/or the transmission of orders to Securities Market Intermediaries.

“Securities”: mean shares, quotas, debentures, bonds, warrants, certificates, promissory notes, bills of exchange, and other instruments, named or unnamed, registered or not with the Securities Commission, that are issued in series or in mass and represent the capital stock of a legal entity, a fraction of an asset or participation in a collective credit or any individual credit right, under the terms of the applicable domestic or foreign laws, or that are defined as “securities” by the SEC or by the Securities Act of 1933 or by the Securities Exchange Act of 1934.

“Services”: mean the services, content, tools, functionalities, and resources offered on or through the Application.

“Oslo Capital Distribuidora de Títulos e Valores Mobiliários S.A.”: means Oslo Capital Distribuidora de Títulos e Valores Mobiliários S.A., a financial institution duly authorized by the Central Bank of Brazil to operate as a foreign exchange, securities, and bond brokerage firm and by the Securities Commission (CVM).

The Company is registered as an investment adviser with the SEC, which can be verified at the following link: https://adviserinfo.sec.gov/.

By accepting these Terms, you acknowledge that the securities distribution service to Brazilian investors is provided by Oslo Capital DTVM S.A. This is in accordance with Guidance Opinion No. 33 of the Securities Commission (CVM) and with the ANBIMA Distribution Code. DolarApp Inc. is not authorized by the CVM to directly offer intermediation and/or distribution services of securities issued abroad to investors resident in the Federative Republic of Brazil, for which reason no reference made herein shall be understood as a direct offer of such services to those investors by DolarApp Inc.

You also acknowledge that:

  1. These Terms must be read together with the Alpaca Securities LLC Customer Agreement, whose reading and acceptance are mandatory for clients; and

  2. The Company, in the provision of the Services, does not and will not carry out securities intermediation, nor will it receive deposits or maintain custody of Clients’ money or securities, except for what corresponds to the collection of fees or commissions for the Services provided.

2. Client Statements:

By accessing or using the Services, you agree to these Terms. You must be 18 years of age or older to use the Services. By accessing or using the Services, you represent that you have full legal capacity to accept and comply with these Terms. You agree that the information and documents provided to the Company for the creation of your Client Profile in the Application are correct, true, and authentic. You also undertake to keep your information updated and to notify the Company of any relevant changes.

You represent that the funds to be invested in connection with the use of the Services are owned by you and are of lawful origin, and agree to comply with the applicable laws and regulations related to anti-money laundering and combating the financing of terrorism.

You understand that investments recommended through the Services may generate both profits and losses, depending on market fluctuations, without any guarantee of return.

You have read and agreed to the Company’s Risk Notice, as well as the Investment Profile assigned to you and the implications arising therefrom. The Client also agrees that any payment for the Company’s services must be made only to the accounts designated by the Company, and not through employees or representatives.

Finally, you acknowledge that the Company may temporarily suspend the Services if so required by any authority, without prior notice. The email registered by the Client will be used for the sending of notifications related to these Terms and you irrevocably declare that you act at all times in your own name and on your own behalf.

By using the Services, you represent and warrant that you meet these requirements and that you will not use the Services for any illegal activity or to engage in activities prohibited by these Terms or as we may notify you from time to time.

3. Use of the Account in the Application

To use the Services, it is necessary to create an account in the Application. The Client must accept these Terms, as well as provide the data and documents requested by the Company, including those that, at the Company’s discretion, are reasonably necessary for compliance with the applicable legal provisions, including those related to anti-money laundering (AML). You agree that your access to the Services may not begin until the Company reviews the information provided, and it may also request that you confirm it through an interview.

The Client may access the Application using the email address and password provided during registration. The confidentiality and use of this password are entirely your responsibility, it being presumed that only you have access to your device and your account. You agree that the use of your password constitutes your electronic signature, with the same legal validity as a handwritten signature.

The Company shall not be responsible for unauthorized access to your account if you do not immediately report the loss or theft of your mobile device or your access credentials. Any damages arising from negligence, fraud, or improper use of the account shall be the responsibility of the Client, releasing the Company from any legal or civil consequences.

4. Services

The Company shall provide the Services to the Client in accordance with the Client’s Investment Profile and Product Profile at all times, unless the Client requests a different strategy and profile through an instruction made through the Platform.

5. Authorizations and Consents

By accepting these Terms or using the Services in any way, the Client authorizes the Company to, on the Client’s behalf and in the Client’s representation, perform all actions necessary to comply with the obligations established in these Terms. This includes the power to give instructions to Securities Market Intermediaries and carry out transactions with securities on behalf of the Client.

The Company is authorized to hire, on behalf of the Client, the services of the intermediaries it considers most appropriate, without the need to inform the Client about any changes in the intermediaries. The Company may open accounts in the Client’s name with such intermediaries, but shall not be considered a co-owner of such accounts.

The Company also has the power to take any measures it considers necessary to manage the Client’s investment portfolio, in accordance with the instructions given by the Client based on the advice received or as permitted under these Terms.

The Client accepts and agrees to comply with the obligations arising from the actions performed by the Company on the Client’s behalf, understanding that the execution of the transactions is the responsibility of the intermediaries.

The Client agrees to hold the Company harmless from any legal liability or claim that may arise in relation to the mandate granted, including legal actions by Securities Market Intermediaries. The Client ratifies all actions performed by the Company under this mandate.

The Company shall adopt measures to act independently and shall take steps to mitigate any conflicts of interest that may arise. If a potential conflict of interest arises, the Company shall immediately notify the Client and shall manage the situation in accordance with the agreed procedures.

The Company does not guarantee any return on investments, nor does it undertake to reverse or secure the investment made. Nor shall it indemnify the Client for any losses arising from the advice provided or from the transactions carried out by Securities Market Intermediaries. Consequently, the Company shall not be responsible for any losses that the Client may suffer in relation to the Services provided or the transactions carried out under these Terms.

For the avoidance of doubt, none of the provisions above, nor any other provision contained in these Terms and Conditions, waives any right to which you are entitled under applicable federal securities laws, including the Securities Act and the Advisers Act, which cannot be waived by operation of law.

6. Nature of the Services

The Services offered by the Company to the Client include personalized investment services, specifically developed based on the Client’s investment profile, needs, experience, financial situation, and objectives. After the assessment of this information, a personalized investment strategy shall be prepared for the Client.

Additionally, the Company shall offer an order transmission service, allowing the Client’s instructions to be executed in the market in accordance with the mandate provided. Although detailed records of each transaction are maintained, it is the Client’s responsibility to understand that such transactions do not arise from a specific recommendation by the Company. Therefore, the Client must assess whether the acquired securities are suitable for the Client’s investment objectives and whether the Client is willing to assume the associated risks.

The Company’s recommendations shall be strictly based on the Investment Profile and Product Profile assigned to the Client. It is essential that the information provided by the Client be accurate and reflect the Client’s real situation, including the Client’s investment objectives, level of risk tolerance, assets and financial resources, knowledge, and time horizon. The Client is responsible for the truthfulness of the information provided and must pay attention to any alerts or clarifications made by the Company.

The Investment Services shall be provided through the Company’s digital application, and it is necessary for the Client to register and participate in an interview, as detailed in these Terms and Conditions.

The Client agrees that the personalized recommendations may include investments in the financial products mentioned in these Terms, always following the Investment Strategy and within the established limits. The Company has made available to the Client, through the Application, the relevant information about the financial products.

If the Client requests the order transmission service, the Company shall execute the transactions in accordance with the mandate provided. Records of such transactions shall be maintained, and the Client shall be informed that such transactions do not arise from a direct recommendation by the Company; thus, it is up to the Client to ensure that the investments are aligned with the Client’s objectives and to assess the inherent risks.

7. Determination of the Investment Profile

Before providing the Services, the Company shall collect information from the Client for the purpose of determining and assessing the Client’s Investment Profile. For this purpose, the Client shall be asked to provide details about the Client’s financial situation, knowledge, investment experience, and financial objectives.

The Company shall take into consideration factors such as the Client’s age, current occupation, and, if relevant, prior professional experience. In addition, the Client’s experience with Securities and financial instruments in which the Client has invested over the last two years shall be assessed, as well as the Client’s level of investment education.

To assess the Client’s financial situation, the origin and percentage of the Client’s income and of the assets allocated to investment shall be considered, as well as the proportion of such investments in relation to the Client’s total assets. The Client’s investment objectives shall also be analyzed, taking into account the purpose, term, risk tolerance, and any restrictions defined by the Client for the Client’s investments.

If the Client is 18 years old and does not provide sufficient information, or is subject to restrictions under applicable compliance policies (such as, for example, being identified in relevant databases or in due diligence checks), the Company may not carry out the Client’s onboarding.

The Company shall use a questionnaire in its Application, developed to collect such information in a clear and simple manner, in order to determine the Client’s Investment Profile. If the Client provides new information or if it is identified that the current data are insufficient, the Investment Profile shall be reassessed to ensure that the financial recommendations are suitable and reasonable. If there is a need to adjust the profile, a new assessment shall be carried out.

If the Client does not provide sufficient information or if there are no necessary elements to determine the Client’s Investment Profile, it shall be presumed that the Client has little financial experience, that the Client’s risk tolerance is conservative, or that the Client has never previously invested in securities or financial instruments.

The Company shall consider publicly available information about the Securities, such as prospectuses, technical notes, price behavior, and agency ratings, in order to issue recommendations aligned with the Client’s Investment Profile.

The Company shall inform the Client about the Client’s Investment Profile, explaining its meaning. The Client must confirm the Client’s agreement with such profile. If the Client does not agree, the Client shall be asked to provide additional information in order to adjust the profile until it is acceptable to both the Client and the Company. In addition, the assignment of the profile shall be justified, indicating the classes of securities recommended and the maximum percentages of investment.

The Client must confirm, at least once every two years, that the Client’s Investment Profile has not undergone significant changes. If such confirmation is not made, the Company shall continue to provide its services based on the current profile, without any liability.

8. Securities subject to the Services

The Securities that the Company may include in the investment portfolio or recommend to the Client are shares, fixed income securities, exchange-traded funds (ETFs), and stock market indices. The investment portfolio shall be composed of those Securities that fit within the personalized Investment Strategy prepared by the Company in accordance with the Investor Profile and the Client’s financial objectives.

9. Agreed Means of Communication and Use of the Application

All communications and the Company’s investment services shall be carried out exclusively through the Application linked to the Client. Any interaction and instruction sent by the Client through the Application shall be presumed to have the same legal validity as a handwritten signature and may be used as evidence in court.

The Company reserves the right to verify the Client’s identity before fulfilling any request, and may limit the use of the Application if it suspects that the Client has lost control of the Client’s access credentials. Such restrictions shall be applied as soon as the Company becomes aware of the situation.

Communications related to complaints, clarifications, service notices, and the processing of personal data shall be made through the following means:

  • By the Company: through the Application and the email help@dappinv.com

  • By the Client: through the email provided during registration

The Client may, at any time, request the updating of the Client’s means of communication, and the Company may require additional authentication to validate the changes.

10. Liability

The Company assumes no responsibility for failures or delays in communications with the Securities Market Intermediaries responsible for the execution of the transactions. The use of the Application is governed by terms and conditions that shall be available at all times and that may be modified or restricted by the Company. The Client accepts that the Company shall not be responsible for damages, losses, or expenses arising from the use or inability to use the Application, including technical failures, viruses, errors, or any interruption in the service.

The Client acknowledges that information transmitted by electronic means is subject to security risks, such as improper interference, and releases the Company from any liability for improper use of such means. It is the Client’s responsibility to protect passwords and access data; the Company shall not be responsible for any misuse of such information by third parties.

The Client also accepts that the Company may require additional authentication factors, such as one-time passwords (OTP), and that geolocation shall be collected whenever a service is contracted or a transaction is instructed.

In the event of theft, loss, or forgetting of passwords, the Client may reset them by following the procedure indicated by the Company. The Application may become unavailable due to technical failures or internet connection issues, and the Company shall not be responsible for such difficulties.

11. Remuneration for the Services

The Client shall pay the Company a fee for access to the investment platform and for the Investment Services provided. This fee does not constitute a commission, but rather a service fee associated with the use of the advisory platform. The Company shall make available to the Client information about the fee structure in the Investment Services Guide, which may be changed periodically.

In addition to the fee for the Investment Services, the Client agrees to pay the Company an annual fee based on the total Assets Under Management (AUM). The annual fee shall be calculated as a percentage of the AUM, as specified in the Investment Services Guide. This fee shall be reviewed and adjusted as necessary, and the Client shall be informed in advance of any changes.

Users outside the U.S.

The Client authorizes the Company to deduct this annual fee directly from the Client’s investment account, acknowledging that such deduction shall be clearly indicated in the transaction reports.

The Client authorizes the Company to use the profits obtained from investments to cover the fees for the services provided. The Client also authorizes the Company to instruct the Securities Market Intermediaries to prevent the withdrawal of funds or assets until all obligations have been paid. The transaction reports shall include the details of all fees charged. Any changes in the fees shall be updated in the Investment Services Guide available in the Application.

You acknowledge and agree that all payment information provided in relation to the Services is accurate, current, and complete. You represent and warrant that you have the legal right to use the payment method provided to the Company or its payment processor, including, without limitation, any credit card provided when completing a transaction. Unless otherwise stated, all references to currencies are in U.S. dollars. All fees and charges shall be paid in accordance with the payment terms in effect at the time the fee or charge becomes due.

When the Client sells an asset through the broker partner, or is credited with funds by reason of holding an asset (such as dividends, mergers with cash payment, or similar corporate actions), the Client authorizes the Company and the broker partner to transfer the amounts obtained or credited directly to the account from which the Client initially sent the funds to acquire the securities. This authorization is granted with the understanding that such transfers shall occur automatically and without additional instructions from the Client, ensuring the efficient management of the Client’s investment returns.

Users in the U.S.

The Client agrees to pay the annual fee and the AUM-based fee described above in the Remuneration for the Services section within 30 (thirty) calendar days after receipt of an electronic invoice from the Company detailing such fees. The Client agrees and acknowledges that the Company:

(i) does not hold possession of any funds or securities of the Client; and (ii) is not authorized or enabled to withdraw funds or securities from the Client’s account at any custodial institution.

12. Reports and Provision of Funds

The Company shall provide the Client, through the Application and by email, with a monthly report on securities positions. The monthly statements shall be the responsibility of the Securities Market Intermediaries. The Client must ensure that the necessary funds are available so that the Company may execute the investment instructions. The Company shall not be responsible for failures in the transmission of instructions resulting from the absence of funds on the part of the Client.

13. Updating Information

The Client must keep the Client’s information and documentation updated, in accordance with the applicable provisions. If the Client fails to comply with these obligations, the Company may suspend or terminate the services, without any liability.

14. Term and Termination

These Terms and the provision of the Services shall remain in effect for an indefinite term and may be terminated by the Client upon at least five Business Days’ prior notice, or by the Company at any time. In the event of termination, the Company shall instruct the sale of the Client’s securities for the liquidation of the transactions, assuming no responsibility for any resulting losses.

15. Suspension or Termination of the Services

The Company may suspend, deactivate, or terminate your Account or the Services (or any part thereof), with or without prior notice, for any reason or for no reason at all, including, but not limited to, detection of irregularities, ongoing investigations, falsification of data, fortuitous event or force majeure, unusual conduct, or by order of an authority. Termination may also occur if the Client objects to changes to the Terms.

16. Assignment of Rights

Subject to applicable law, the Company may assign its rights and obligations under these Terms to authorized third parties, informing the Client of such assignment. If applicable law requires the Client’s consent for the Company to make such assignment, such consent must be obtained in advance. The Client may not assign the Client’s rights without the Company’s consent.

17. Location of the Privacy Policy

Our Privacy Policy describes how we handle the information that you provide to us when using the Services. For an explanation of our privacy practices, please consult our Privacy Policy.

18. Updating these Terms

We may modify these Terms from time to time, in which case we will update the “Last Revised” date at the top of these Terms. If we make material changes, we will use reasonable efforts to try to notify you, such as by email and/or through a prominent notice in the Application. However, it is your sole responsibility to periodically review these Terms to check for any changes. The updated Terms shall become effective at the time of posting or on a later date specified in the updated Terms. Your continued access to or use of the Services after the modifications become effective shall be considered acceptance of the modified Terms. No amendment shall apply to a dispute for which arbitration has already been initiated before the modification of the Terms.

19. Non-Exclusive Services

The investment services provided by the Company are not exclusive, and the Company may offer similar services to other clients.

20. Notices

All notices related to these Terms shall be made as follows:

  1. Notices to the Client: They shall be sent through the Application or to the email address with which the Client created the Client’s user account. Such notices shall be deemed received at the time they are entered into the Application or sent to the registered email, as applicable.

  2. Notices to the Company: They must be made by email to the address help@dolarappwealth.com. Such notices shall be deemed received at the time the email is successfully sent to the informed address.

The Client is responsible for keeping the contact information provided to the Company updated, including the Client’s email and any other registered means of communication.

[Certain portions of the Services may allow us to contact you by telephone or text messages. You agree that the Company may contact you by telephone or text messages (including through an automatic telephone dialing system) at any number provided by you or on your behalf in the context of the use of the Services, including for marketing purposes. You understand that you are not required to provide such consent as a condition for the purchase of any product or service. You also understand that you may opt out of receiving text messages at any time, either by replying with the word “STOP” to the message received on your mobile device, or by contacting help@dappinv.com. If you do not opt out, we may contact you as described in our Privacy Policy.]

21. Complaints and Clarifications

The Client may submit complaints or request clarifications through the agreed communication channels. The Company shall provide a follow-up form for each complaint.

22. Property; Rights We Grant to You

The Services, including their “look and feel” (for example, texts, graphics, images, logos), proprietary content, information, and other materials, are protected by copyright, trademark, and other intellectual property laws. You agree that the Company and/or its licensors hold all rights, title, and interest in and to the Services (including all intellectual property rights contained therein) and agree not to take any action that is inconsistent with such property rights.

We and our licensors reserve all rights related to the Services and their content, including, without limitation, the exclusive right to create derivative works. The Company’s name, its trademarks and logos, as well as all related names, logos, product and service names, designs, and slogans, are trademarks of the Company, its affiliates, or its licensors. Other names, logos, products and services, designs, and slogans that appear in the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

We grant you permission to use the Services only for personal use, provided that you comply with these Terms in each and every form of use. If any software, content, or other material owned by us or under our control is distributed to you as part of the use of the Services, we grant you a personal, non-transferable, non-sublicensable, non-assignable, and non-exclusive license to access and display such software, content, and materials provided as part of the Services, solely to enable you to use the Services as permitted by these Terms. Your access to and use of the Services may be interrupted from time to time for various reasons, including, among others, equipment failures, periodic updates, maintenance or repairs, or other actions that the Company, in its sole discretion, decides to carry out.

You may not carry out any of the following actions in connection with the use of the Services, unless the applicable laws or regulations prohibit such restrictions or unless you have our prior written authorization:

  • download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works, or offer for sale any information contained in or obtained on or through the Services, except for temporary files automatically stored by your browser for display purposes, or as expressly permitted in these Terms;

  • duplicate, decompile, reverse engineer, disassemble, or decode the Services (including any underlying idea or algorithm), or attempt to do any of the foregoing;

  • use, reproduce, or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notice displayed on or through the Services;

  • use automation software (bots), modifications (mods), or any other unauthorized third-party software to modify the Services;

  • exploit the Services for any commercial purpose, including, but not limited to, communicating or facilitating advertising announcements or commercial solicitations;

  • access or use the Services in any manner that could disable, overload, damage, interrupt, or compromise the Services, or interfere with the access to or use of the Services by any other party, or use any device, software, or routine for such purpose;

  • attempt to gain unauthorized access to, interfere with, damage, or compromise the Services, other users’ accounts, or systems or networks connected to the Services;

  • circumvent, remove, alter, deactivate, degrade, or bypass any technological measure or content protection of the Services;

  • use robots, spiders, crawlers, scrapers, or any other automated device, process, software, or query that intercepts, “mines,” scrapes, extracts, or otherwise accesses the Services to monitor, extract, copy, or collect information or data from or through the Services, or perform any manual process with the same purpose;

  • introduce viruses, Trojan horses, worms, logic bombs, or any other malicious or technologically harmful materials into our systems;

  • submit, transmit, display, perform, publish, or store any illegal, defamatory, obscene, excessively violent, pornographic, privacy- or publicity-rights invasive, harassing, abusive, hateful, or cruel content, or otherwise use the Services in a manner that is obscene, excessively violent, harassing, hateful, cruel, abusive, pornographic, or that incites, organizes, promotes, or facilitates violence or criminal activities;

  • violate any applicable law or regulation in connection with your access to or use of the Services; or

  • access or use the Services in any manner not expressly permitted by these Terms.

23. Taxes

The Client shall be responsible for any applicable taxes based on the transactions carried out through the Services.

24. Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT AND TO HAVE YOUR CLAIMS HEARD BY A JURY. THIS SECTION CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Initial Informal Process: You and the Company agree that, in the event of any dispute between you and the Company Entities, both parties shall, before seeking formal dispute resolution measures, contact one another and make continuous good-faith efforts to resolve the dispute. The receiving party shall have a period of 30 days to respond. Both parties agree that this dispute resolution procedure is a condition precedent that must be fulfilled before initiating any arbitration.

Arbitration Agreement and Class Action Waiver: After the informal process, any dispute, controversy, or claim (collectively, “Claim”) related to the Company’s services and/or products shall be resolved by final and binding arbitration, in English, administered by JAMS under its rules in effect at the time (“JAMS Rules”), which are incorporated by reference. Because this contract involves interstate commerce, the U.S. Federal Arbitration Act (FAA) applies. The arbitrator shall apply the applicable substantive law in accordance with the FAA. The arbitration shall be conducted by a single arbitrator, and any judgment may be enforced in a court of competent jurisdiction. Any arbitration shall be individual – class arbitration and class actions are not permitted. By accepting these Terms, you and the Company waive the right to trial by jury and to participate in a class action.

The following disputes shall be resolved in courts of competent jurisdiction: (i) disputes within the jurisdiction of small claims courts; (ii) disputes where the sole objective is injunctive relief; or (iii) intellectual property disputes. Nothing in these Terms waives any rights provided under federal securities laws that cannot be waived, such as the Securities Act and the Advisers Act.

Arbitration Costs: The costs shall be governed by the JAMS Rules. If you demonstrate that such costs would be prohibitively more expensive than a judicial proceeding, the Company shall bear the costs as determined by the arbitrator. Attorneys’ fees and costs may be awarded as permitted by applicable law. If the arbitrator finds your claim frivolous or brought for an improper purpose, you must reimburse the Company for the amounts paid. If you prevail in the arbitration, but the amount is lower than the Company’s last offer, the Company shall pay the amount of the offer. The arbitrator may decide on the reimbursement of costs at any time during the proceeding.

Right to Opt Out: You may choose not to be bound by the arbitration clause by sending written notice to help@dappinv.com within 30 days after your registration or acceptance of these Terms. If you opt out only of arbitration and not of the class action waiver, the waiver shall remain valid. It is not permitted to opt out only of the class action waiver. If you opt out of arbitration, the Company also shall not be bound.

WAIVER OF THE RIGHT TO CLASS ACTION:

To the fullest extent permitted by law, you and the Company agree that any dispute shall be conducted only on an individual basis, and not as part of a class, consolidated, multi-plaintiff, or representative action. YOU AND THE COMPANY EXPRESSLY WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION. The arbitrator shall have no authority to consolidate or join claims of different persons. You may seek public injunctive relief, as permitted by law.

If this waiver is held invalid, the arbitration clause shall be deemed null only for that proceeding, which shall be conducted judicially. Nothing herein waives non-waivable rights guaranteed by applicable federal laws.

25. Force Majeure

We shall not be responsible for failures or delays in the performance of obligations under these Terms or in the provision of the Services, when such failures arise from events beyond our control, including, but not limited to: natural disasters, floods, fires, earthquakes, epidemics, pandemics, tsunamis, explosions, wars, invasions, acts of terrorism, civil disturbances, governmental orders or actions, embargoes, strikes, work stoppages, or internet connectivity issues, telecommunication failures, or power failures.

26. California Residents

If you reside in California, pursuant to California Civil Code § 1789.3, you may submit complaints to the Consumer Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by writing to: 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by calling (800) 952-5210.

27. General Provisions

These Terms constitute the entire agreement between the parties with respect to the use of the Services, superseding any prior agreements, written or oral. If any provision is held to be illegal or unenforceable, it shall be deemed severable and shall not affect the remaining provisions. The waiver of any breach shall not be deemed a waiver of future breaches. Section headings are for reference only and have no legal effect.

These Terms are governed by the laws of the State of Delaware, without regard to conflicts of legal rules. The competent forum shall be the one set forth in the arbitration clause or, in the absence thereof, the state or federal courts of Delaware. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.