Terms of Service

Updated 8/7/2020

Terms of Service

CommonStock, Inc. (“CommonStock,” “we,” “us,” or “our”) welcomes you. We invite you to access and use our proprietary CommonStock platform (the “Platform”), as a place for friends to chat about investments and to buy, sell, and invest together. The Platform is made available to you in a variety of ways, including via our website (the “Website”) and our mobile application (the “App”). We provide access to our Platform subject to the following terms of use (the “Terms of Use”), which may be updated by us from time to time without notice to you.

BY CLICKING THE “ACCEPT” BUTTON AND COMPLETING THE REGISTRATION PROCESS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS OF USE AND THE TERMS AND CONDITIONS OF OUR PRIVACY POLICY (THE “PRIVACY POLICY”), WHICH IS HEREBY INCORPORATED BY REFERENCE (COLLECTIVELY, THIS “AGREEMENT.”). IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE PLATFORM OR THE SERVICES DESCRIBED HEREIN.

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

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

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

1. DESCRIPTION OF PLATFORM

CommonStock is a proprietary platform that allows friends and family and community members to share investing knowledge by posting their insights and sharing their investment transactions with the community as well as chatting in groups about their investments, including securities, commodities, futures, and certain crypto- or virtual currencies (“Virtual Currencies”), and to buy, sell, and invest together.

2. DESCRIPTION OF USERS

The Platform is available for individuals aged 18 years or older. If you are 18 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understands it.

In order to access the Platform, you must register with us and become a member (“Member”). As a Member you will be able to: (i) create a profile; (ii) create and join groups and channels for exchanging investing ideas with other Members (“Groups”); (iii) buy and sell securities, commodities, futures, and Virtual Currencies (collectively, “Investments”) through third-parties where you have a pre-existing account; (iv) track and manage your Investments; (v) sign up for and receive alerts when other Members post User Content (as defined below) or make Investments; (vi) share your investment information and post commentary and other content (collectively, “User Content”); and (vii) email us.

We are under no obligation to accept any individual as a Member, and may accept or reject any registration in our sole and complete discretion.

3. SIGN-IN NAME; PASSWORD; UNIQUE IDENTIFIERS; BROKERAGE ACCOUNT

If you wish to register as a Member other than through a third-party login provider (e.g., Facebook), during the registration process we will ask you to create an account, which includes a sign-in name (“Sign-In Name”), a password (“Password”), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one user. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Platform using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason. CommonStock will not be liable for any loss or damage caused by any unauthorized use of your account.

In order to use certain features of the Platform, including authorizing Transactions (as defined below), Members will also be required to open and maintain an account with a participating third-party broker-dealer or cryptocurrency exchange (a “Brokerage Account”). Your Brokerage Account is subject to a separate agreement directly between you and the applicable third-party broker-dealer or cryptocurrency exchange.

4. COMMUNITY GUIDELINES

CommonStock’s community, like any community, functions best when its people follow a few simple rules. By accessing and/or using the Platform, you hereby agree to comply with these community rules and that:

  • You will not use the Platform for any unlawful purpose, and you will comply with all applicable laws, rules, and regulations in connection with your use of the Platform including, but not limited to, the Securities Exchange Act of 1934, as amended (collectively, “Applicable Laws”);
  • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • You will not submit false or misleading information (including, without limitation, in connection with a “pump and dump” scam or other form of stock fraud), or Material Nonpublic Information (as defined by Applicable Law), or authorize any Transaction, that you do not intend to honor;
  • Other than making Investments for your own personal use and gain, you will not use the Platform to engage in any commercial activities, including, without limitation, raising money; advertising or promoting a product, service, or company; or engaging in any pyramid or other multi-tiered marketing scheme;
  • You will not access or use the Platform to collect any market research for a competing business;
  • You will not upload, post, e-mail, transmit, or otherwise make available any User Content that:
  • infringes any copyright, trademark, right of publicity, or other proprietary rights or confidential information of any person or entity; or
  • is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, invasive of another’s privacy, or promotes violence; or
  • discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information;
  • You will not “stalk” or otherwise harass another;
  • You will not interfere with or attempt to interrupt the proper operation of the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Platform through hacking, password or data mining, or any other means.
  • You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Platform;
  • You will not use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the Platform for the sole purpose of, and solely to the extent necessary for, creating publicly-available searchable indices of the materials, but not caches or archives of such materials;
  • You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and

Please let us know about inappropriate content. If you find something that violates our community guidelines, let us know, and we’ll review it. We reserve the right, in our sole and absolute discretion, to deny you access to the Platform, or any portion of the Platform, without notice, and remove any User Content that does not adhere to these guidelines.

5. TRANSACTIONS

The Platform allows Members to purchase and sell certain Investments that Members are able to purchase in their Brokerage Account, through the Platform (each, a “Transaction”). To enable you to make Transactions through the Platform, you will be required to link your Brokerage Account to the Platform. CommonStock processes Transaction requests according to the instructions it receives from its Members. By initiating a Transaction on the Platform, you hereby authorize CommonStock to communicate with the applicable third-party broker-dealer or cryptocurrency exchange on your behalf and to send a message of the Transaction through to your Brokerage Account. Acceptance and execution of any Transaction is in the sole control and discretion of your third-party broker-dealer or cryptocurrency exchange. Once a Transaction has been completed, the Investments will be placed in (or removed from) your Brokerage Account, and will be reflected in your CommonStock account.

CommonStock does not collect any funds, execute any Transactions, or otherwise act as a broker-dealer or cryptocurrency exchange, money transmitter, money services business, bank account, brokerage account, or other financial account. CommonStock merely communicates your purchase authorizations to broker-dealers or cryptocurrency exchanges that complete the Transactions on your behalf. Although you may be able to find information about investment opportunities through our Platform, we are not a party to any Transaction regarding any such opportunity. We strongly recommend that in connection with each Transaction, Members conduct their own due diligence. All messages sent using CommonStock’s Platform are self-directed by you to your broker-dealer or cryptocurrency exchange. All orders are executed by broker-dealers or cryptocurrency exchanges where users have an existing account, and CommonStock is not responsible for the order routing or execution of any transaction. Any confirmations of such Transactions will be issued solely by the user’s broker-dealer or cryptocurrency exchange. Users are solely responsible for any and all orders placed by them, and understand that all orders are unsolicited and based on their own investment decisions. CommonStock and any of its affiliates, employees, agents, principals, or representatives DO NOT provide recommendations of any Transaction or order, provide investment advice, or produce or provide research to any user regarding any Transaction or order.

In addition:

  • We make no attempt to confirm, and do not confirm, any Member’s purported identity. You are solely responsible for determining the identity and suitability of other Members whom you may contact by means of the Platform.
  • We make no representations, offer no assurances, and do not investigate any of our Members’ background, history, course of dealing, morality, or character, and you hereby acknowledge that you assume the risk of any encounter or interaction with such persons and companies. We encourage all Members to communicate directly with other Members through the tools available on the Platform and to review their profile pages for more information.
  • Although we reserve the right to do so, we typically do not verify information that Members submit to the Platform.
  • We do not endorse any Members or Investments.
  • We make no, and hereby disclaim all, representations, warranties, claims, and assurances as to any Investment or Transaction.

6. GROUPS

Members may create, and invite other Members to join, Groups, where Members may exchange ideas about Investments and may make Investments that will be shared with the Group. You may create Groups that are private (i.e., require an invitation for others to join) or that are public (i.e., available to any other Member). The Member who creates a Group shall be the administrator of that Group (the “Group Administrator”). Only the Group Administrator shall have the right to update the Group settings (e.g., from private to public or vice-versa) and to permit admission of new Members for Groups that are set to private. Any Group Member (and not just the Group Administrator) may invite other Members to join the Group. Activity within any Group, whether the Group is private or public, including the posting of User Content, is subject to the rules and guidelines set forth in this Agreement. The purpose of the Platform is to provide an opportunity for Members to share their Investment activity with other Members within discrete Groups. Therefore, all of your Investments and Transactions shall be posted automatically to every Group in which you are a Member, and all Members of such Group(s) will be able to see your Investments and Transaction activity. You may, however, change your personal privacy settings to hide certain Investment and Transaction activity, or portions thereof, from one or more of your Groups, such as the purchase amount. For more information about the information we share with others and how it is shared, please review our Privacy Policy.

6. COMMUNITY AND GROUPS

Members may find and connect with other Members of the Community to exchange ideas about Investments through written Investment Memos and share Investments with each other. The purpose of the Platform is to provide an opportunity for Members to share their Investment activity with other Community Members in both an open feed and in Group discussions. Therefore, all of your Investments and Transactions shall be posted automatically to the Community and every Group in which you are a Member, and all Members of the Community will be able to see your Investments and Transaction activity. You may, however, change your personal privacy settings to hide certain Investment and Transaction activity, or portions thereof, from from Members who you do not connect with or one or more of your Groups, such as the purchase amount. Activity within any Feed, Comment-Thread, or Group, whether the Group is private or public, including the posting of User Content, is subject to the rules and guidelines set forth in this Agreement. For more information about the information we share with others and how it is shared, please review our Privacy Policy.

7. INTELLECTUAL PROPERTY

The Platform contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of CommonStock (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. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. 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 on any other website or in a networked computer environment for any purpose is expressly prohibited.

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

The trademarks, service marks, and logos of CommonStock (“CommonStock Trademarks”) used and displayed on the Platform are registered and unregistered trademarks or service marks of CommonStock. 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 the CommonStock 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 the CommonStock Trademarks inures to our benefit.

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

8. COMMUNICATIONS TO US; USER SUBMISSIONS; AND PUBLICITY

As noted above, although we encourage you to submit User Content and communicate with us and other Members, we do not want you to, and you should not, submit any User Content or other information that contains confidential or non-public information. With respect to all communications you send to us concerning CommonStock or our Platform, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.

You retain all copyrights and other intellectual property rights in and to your User Content. You do, however, grant us a non-exclusive, worldwide, royalty-free license, with the right to grant sublicenses, to use, copy, publicly display, compile, combine with other content, modify (solely to conform such User Content to the technical requirements of the Platform), and publicly perform all User Content you provide to us in any media now known or hereafter devised solely in connection with providing the functionalities of the Platform, and the right, but not the obligation, to reproduce and use any such User Content, including, without limitation, your name, image, likeness, photograph, and Sign-In Name to advertise and promote the Platform and/or CommonStock. Without limiting the foregoing, you acknowledge and agree that uses of your User Content, name, image, likeness, photograph, and Sign-In Name permitted by the foregoing rights and licenses may include the display of such materials adjacent to advertising and other material or content, including for profit.

If you submit User Content to us, each such submission constitutes a representation and warranty to CommonStock that such User Content is your original creation (or that you otherwise have the right to provide the User Content), that you have the rights necessary to grant the license to the User Content under this Section, and that it and its use by CommonStock and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property, privacy, publicity, or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates Applicable Law or our community guidelines set forth above.

9. CONFIDENTIALITY

ALTHOUGH WE ENCOURAGE YOU TO CREATE AND UPLOAD USER CONTENT AND COMMUNICATE WITH US AND OTHER MEMBERS, PLEASE NOTE THAT ANY IDEAS, CONTENT, AND INFORMATION THAT YOU POST OR SHARE WITH OTHER MEMBERS THROUGH THE PLATFORM WILL BE SEEN AND MAY BE USED BY OTHER MEMBERS, AND COMMONSTOCK CANNOT GUARANTEE THAT OTHER MEMBERS WILL NOT USE THOSE IDEAS, CONTENT, OR INFORMATION THAT YOU SHARE ON THE PLATFORM. THEREFORE, IF YOU HAVE ANY INFORMATION THAT YOU WOULD LIKE TO KEEP CONFIDENTIAL, THAT YOU DO NOT WANT OTHERS TO USE, AND/OR THAT IS SUBJECT TO THIRD-PARTY RIGHTS THAT MAY BE INFRINGED BY YOUR SHARING IT, DO NOT POST IT ANYWHERE ON OR THROUGH THE PLATFORM. IN ADDITION, YOU ARE REQUIRED TO COMPLY WITH ALL APPLICABLE LAWS WHEN POSTING USER CONTENT, INCLUDING, WITHOUT LIMITATION, THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. COMMONSTOCK IS NOT RESPONSIBLE FOR ANY MEMBER’S MISUSE OR MISAPPROPRIATION OF ANY IDEA, CONTENT, OR INFORMATION THAT YOU POST ON OR THROUGH THE PLATFORM.

10. NO WARRANTIES; LIMITATION OF LIABILITY

WE DO NOT WARRANT THAT THE WEBSITE, PLATFORM, OR APP WILL OPERATE ERROR-FREE OR THAT THE THEY, THEIR SERVERS, OR CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE CONTENT, THE WEBSITE, PLATFORM, OR APP RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.

YOU UNDERSTAND AND AGREE THAT COMMONSTOCK DOES NOT WARRANT THAT ANY TRANSACTION WILL BE EXECUTED, OR THAT TRANSACTIONS WILL BE EXECUTED WITHOUT DELAY. IN ADDITION, COMMONSTOCK DOES NOT WARRANT THAT PRICE QUOTES ARE ACCURATE OR WILL BE FREE OF DELAY OR ERROR. YOU UNDERSTAND AND AGREE THAT THE EXECUTION OF MARKET AND STOP-MARKET ORDERS MAY BE AT A PRICE SIGNIFICANTLY DIFFERENT FROM THE QUOTED PRICE OF THAT SECURITY. LIMIT ORDERS WILL BE EXECUTED ONLY AT A SPECIFIED PRICE OR BETTER, BUT THERE IS THE POSSIBILITY THAT THE ORDER WILL NOT BE EXECUTED. COMMONSTOCK SHALL NOT BE RESPONSIBLE FOR ANY SUCH ORDERS THAT ARE NOT EXECUTED.

THE CONTENT, WEBSITE, PLATFORM, AND APP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE HEREBY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. TO THE EXTENT THAT COMMONSTOCK MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

PLEASE NOTE THE FOLLOWING DISCLOSURES ASSOCIATED WITH VIRTUAL CURRENCIES:

  • VIRTUAL CURRENCIES ARE NOT LEGAL TENDER, ARE NOT BACKED BY THE GOVERNMENT, AND ACCOUNTS AND VALUE BALANCES ARE NOT SUBJECT TO FEDERAL DEPOSIT INSURANCE CORPORATION PROTECTIONS.
  • LEGISLATIVE AND REGULATORY CHANGES OR ACTIONS AT THE STATE, FEDERAL, OR INTERNATIONAL LEVEL MAY ADVERSELY AFFECT THE USE, TRANSFER, EXCHANGE, AND VALUE OF VIRTUAL CURRENCIES.
  • TRANSACTIONS IN VIRTUAL CURRENCIES MAY BE IRREVERSIBLE, AND, ACCORDINGLY, LOSSES DUE TO FRAUDULENT OR ACCIDENTAL TRANSACTIONS MAY NOT BE RECOVERABLE.
  • SOME VIRTUAL CURRENCY TRANSACTIONS SHALL BE DEEMED TO BE MADE WHEN RECORDED ON A PUBLIC LEDGER, WHICH IS NOT NECESSARILY THE DATE OR TIME THAT THE CUSTOMER INITIATES THE TRANSACTION.
  • THE VALUE OF A VIRTUAL CURRENCY MAY BE DERIVED FROM THE CONTINUED WILLINGNESS OF MARKET PARTICIPANTS TO EXCHANGE GOVERNMENT-ISSUED CURRENCY FOR THAT VIRTUAL CURRENCY, WHICH MAY RESULT IN THE POTENTIAL FOR PERMANENT AND TOTAL LOSS OF VALUE OF A PARTICULAR VIRTUAL CURRENCY SHOULD THE MARKET FOR THAT VIRTUAL CURRENCY DISAPPEAR.
  • THERE IS NO ASSURANCE THAT A PERSON WHO ACCEPTS A VIRTUAL CURRENCY AS PAYMENT TODAY WILL CONTINUE TO DO SO IN THE FUTURE.
  • THE VOLATILITY AND UNPREDICTABILITY OF THE PRICE OF VIRTUAL CURRENCIES RELATIVE TO GOVERNMENT-ISSUED CURRENCIES MAY RESULT IN SIGNIFICANT LOSS OVER A SHORT PERIOD OF TIME.
  • THE NATURE OF VIRTUAL CURRENCIES MAY LEAD TO AN INCREASED RISK OF FRAUD OR CYBER ATTACK.

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

THE WEBSITE, PLATFORM, AND APP MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED THEREIN. THE WEBSITE, PLATFORM, AND APP MAY CONTAIN INFORMATION ON INVESTMENTS THAT ARE NOT AVAILABLE IN EVERY LOCATION. A REFERENCE TO AN INVESTMENT ON THE WEBSITE, PLATFORM, OR APP DOES NOT IMPLY THAT SUCH INVESTMENT IS OR WILL BE AVAILABLE WHEN YOU WOULD LIKE TO PURSUE IT. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITE, PLATFORM, OR APP AT ANY TIME WITHOUT NOTICE.

THE CONTENT IS FOR INFORMATIONAL PURPOSES ONLY. NO MATERIAL AVAILABLE THROUGH THE WEBSITE, PLATFORM, OR APP SHALL BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SECURITIES OR PRODUCTS OR SERVICES OF ANY ENTITY. INVESTMENT OFFERS CAN ONLY BE MADE WHERE LAWFUL UNDER, AND IN COMPLIANCE WITH, APPLICABLE LAW. THE WEBSITE, PLATFORM, AND APP PROVIDE NO INVESTMENT OR OTHER ADVICE, AND NO INFORMATION OR MATERIAL AVAILABLE THROUGH THEM IS TO BE RELIED UPON FOR THE PURPOSE OF MAKING OR COMMUNICATING INVESTMENT OR OTHER DECISIONS. IN MAKING AN INVESTMENT DECISION, YOU MUST RELY ON YOUR OWN EXAMINATION OF THE INVESTMENT AND THE TERMS OF THE OFFERING. WE DO NOT ADVISE ON THE TAX CONSEQUENCES OF ANY INVESTMENT. TO THE EXTENT THAT PAST PERFORMANCE IS AVAILABLE THROUGH THE WEBSITE, PLATFORM, OR APP, 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.

11. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless CommonStock, our affiliates, and our and their respective past, current, and future shareholders, employees, officers, directors, attorneys, principals, trustees, representatives, agents, partners, predecessors, successors, and assigns from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement (including, without limitation, breach of any warranties or representations made by you herein) or any of your Transactions or Investments. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

12. THIRD-PARTY PROVIDERS

If you install or enable any online, web-based applications provided by third parties that interoperate with the Platform (“Third-Party Applications”) for use with the Platform, you acknowledge that we may allow providers of those Third-Party Applications to access your information as required for the interoperation of such Third-Party Applications with the Platform. We shall not be responsible for any disclosure, modification, or deletion of your information resulting from any such access by Third-Party Application providers, and any such access and use of your information shall be subject to the privacy policies of such Third-Party Application providers.

Certain feature of the Platform may interoperate and/or integrate with third-party APIs or widgets. Such features depend on the continuing availability of such APIs or widgets. If these providers cease to make their API or widgets or program available on reasonable terms for the Platform, we may cease providing such features without notice or liability.

13. EXTERNAL SITES

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

14. COMMUNICATIONS DECENCY ACT NOTICE

The Platform is a provider of “interactive computer services” as defined under the Communications Decency Act, 47 U.S.C. Section 230, and as such, our liability for defamation, libel, product disparagement, and other claims arising out of any User Content is limited as described therein. We are not responsible for any User Content or any other information posted to the Platform by third parties. We neither warrant the accuracy of such User Content or exercise any editorial control over such User Content, nor do we assume any legal obligation for editorial control of User Content posted by third parties or liability in connection with such User Content, including any responsibility or liability for investigating or verifying the accuracy of any User Content or any other information contained in such User Content.

15. COMPLIANCE WITH APPLICABLE LAWS

The Platform is based in the United States. We make no claims concerning whether the Platform or Content 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.

16. TERMINATION OF THE AGREEMENT

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

17. DIGITAL MILLENNIUM COPYRIGHT ACT

CommonStock respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or user submissions deemed to have been posted or distributed in violation of any such laws.

Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

David McDonough

If you believe that your work has been copied on the Platform in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Platform where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number, and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

18. DOWNLOADING THE APP FROM THE APP STORE

The following terms apply when you download the App from Apple’s App Store. These terms are in addition to all other terms contained in the Agreement.

• You acknowledge and agree that (i) the Agreement is concluded between you and CommonStock only, and not Apple; and (ii) CommonStock, not Apple, is solely responsible for the App and content thereof. Your use of the App must comply with the App Store Terms of Service.

• You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

• In the event of any failure of any of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the applicable App to you and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. As between CommonStock and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of CommonStock.

• You acknowledge that, in the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, as between CommonStock and Apple, CommonStock, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by the Agreement.

• You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App against you as a third-party beneficiary thereof.

19. CONTROLLING LAW

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

20. BINDING ARBITRATION

In the event of a dispute arising under or relating to this Agreement, the Content, or the Platform (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 22 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

21. CLASS ACTION WAIVER

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.


22. EQUITABLE RELIEF

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

23. MISCELLANEOUS

This Agreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. You expressly agree: (i) to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of New York; and (ii) that the Platform shall be deemed a passive service that does not give rise to personal jurisdiction over CommonStock, either specific or general, in jurisdictions other than New York.

YOU AGREE THAT ANY COMMON-LAW CAUSE OF ACTION ARISING UNDER TORT, CONTRACT, OR WARRANTY RELATED TO THE PLATFORM OR OTHERWISE ARISING UNDER THIS AGREEMENT MUST BE COMMENCED BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of the Agreement will remain in full force and effect.

The following provisions will survive any expiration or termination of this Agreement: “Intellectual Property,” “Confidentiality,” “No Warranties; Limitation of Liability,” “Release,” “Indemnification,” “Communications Decency Act Notice,” “Compliance with Applicable Laws,” “Controlling Law,” “Binding Arbitration,” “Class Action Waiver,” “Equitable Relief,” and “Miscellaneous.”

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

Copyright 2020 CommonStock, Inc. All rights reserved.

CommonStock Privacy Policy

Effective as of August 1, 2020

This Privacy Policy (the “Privacy Policy”) describes our information collection and use practices of CommonStock, Inc. (“CommonStock,” “we,” “our,” or “us”) in connection with our Website, App and Platform that allows friends, family and experienced investors to share their investment knowledge with community Members and chat in groups about their Investments, including securities and certain Virtual Currencies, and to buy, sell, and invest together.

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

THE INFORMATION WE COLLECT

In the course of operating the Website, the App, and thePlatform, we may collect the following types of information.

1. INFORMATION YOU PROVIDE TO US

When you register for the Platform to create an account, or contact us, you will be required to provide us with information about yourself (the “Personal Information”). Such Personal Information may include your name, address, e-mail address, phone number and other information. We may also collect information that you voluntarily provide to us, such as household income range, personal interests, and product and service preferences.  If you register for the Platform using your Facebook or any other social media account provided by a social media service, we may collect, store, and use any and the information provided to us by the social media service in accordance with the terms of its privacy policy. Such information may include, without limitation, your first and last name, username, profile picture, unique social media identifier and access token, and e-mail address.

2. TRANSACTION INFORMATION

As a Member, when you make a Transaction, we will collect information about your Transaction, including the date and time of the Transaction, the Transaction amount, the securities and/or Virtual Currencies purchased or sold, the Brokerage Account and third-party broker-dealer or cryptocurrency exchange involved in the Transaction, pending status, and related information about the Transaction (the “Transaction Information”).

As part of using the platform, you will be given the option to link your Brokerage Account to your CommonStock account. This will allow you to make Transactions via the Platform.  CommonStock does not collect or obtain access to your payment information, including credit card information. Rather, such information is collected by your third-party broker-dealer or cryptocurrency exchange pursuant to your Brokerage Account’s privacy policy.

3. INFORMATION COLLECTED AUTOMATICALLY

We may collect additional information automatically when you visit and/or use the Platform including your Internet protocol (IP) address, user settings, MAC address, cookie identifiers, mobile carrier, mobile advertising and other unique identifiers, details about your browser, operating system or device, location information, Internet service provider, pages that you visit before, during and after using the Platform, information about the links you click, and other information.

In addition, we may collect data regarding your use of the Platform, such as the types of content you interact with, information derived from your Groups and your User Content (including other Members with whom you interact, topics you discuss with your Groups, and anything else that you post or interact with via the Platform) and the frequency, duration, and timing of your activities.  We may combine your information with information that other people provide when they use our Platform.

We, as well as third parties that provide content, advertising, or other functionality on the Platform, may use cookies, pixel tags, local storage, and other technologies (“Technologies”) to automatically collect information through the Platform.  Technologies are essentially small data files placed on your devices that allow us and the third parties to record certain pieces of information whenever you visit or interact with our Platform.  Cookies are small text files placed in web browsers to store their preferences.  Most browsers allow you to block and delete cookies.  However, if you do that, the Platform may not work properly.  A pixel tag (also known as a web beacon) is a piece of code embedded in the Platform that collects information about engagement on a web page.  The use of a pixel allows us to record, for example, that you have visited a particular web page or clicked on a particular advertisement.

We may also use Google Analytics and other service providers to collect information regarding behaviors and demographics on the Platform.  For more information about Google Analytics, please visit www.google.com/policies/privacy/partners/.  You can opt out of Google’s collection and processing of data generated by your use of the Platform by going to http://tools.google.com/dlpage/gaoptout.

HOW WE USE AND SHARE THE INFORMATION

We use the Personal Information, Transaction Information, and Other Information (collectively, “Information”) for a variety of business purposes, including to provide you with access to the Platform and the services available on the Platform, including to:

  • Fulfill our contract with you;
  • Process information to facilitate your use of the Platform;
  • Manage your information;
  • To send you SMS messages for purposes of authentication;
  • Solicit your feedback;
  • Respond to questions, comments, and other requests;
  • Provide access to certain areas, functionalities, and features of the Platform;
  • Provide you with tailored content and advertisements; and
  • Answer requests for customer or technical support.

We may also use the Information to Support Administrative Purposes, including to:

  • Pursue legitimate interests, such as direct marketing, research and development (including marketing research), network and information security, and fraud prevention;
  • Measure interest and engagement in the Platform;
  • Develop new products and services;
  • Improve our products and the Platform;
  • Ensure internal quality control and safety;
  • Authenticate and verify individual identity;
  • Carry out audits;
  • Communicate with you about activities on the Platform and changes to our agreements;
  • Prevent and prosecute potentially prohibited or illegal activities;
  • Enforce our agreements; and
  • Comply with our legal obligations.

Your Transaction Information is automatically made public to all Members of Commonstock and any and all Groups, Channels, or Direct Messages in which you are a Member. You may adjust the amount of Information that we share with other Members by visiting your personal privacy settings; provided, however, that it is the purpose of the CommonStock Platform to provide an opportunity for Members to share their Investment activity with other Members, and, therefore, certain aspects of your Transaction Information cannot be made private.

We will share your Information with third-party broker-dealers and cryptocurrency exchanges in order to execute Transactions.

In an ongoing effort to better understand our users and our Platform, we may analyze the Information in de-identified and/or aggregate form in order to operate, maintain, manage, and improve the Platform. This de-identified and/or aggregate  information does not identify you personally. We may share, sell, and/or license this de-identified and/or aggregate data with our affiliates, agents, and business partners, and other third parties. We may also disclose aggregated user statistics in order to describe our products and Platform to current and prospective business partners and to other third parties for other lawful purposes.

We may employ other third parties to perform functions on our behalf. Categories of third parties include companies and individuals providing marketing assistance, information technology support, ID verification, purchasing and selling securities and Virtual Currencies, maintaining databases, and customer service. Our agreements with these third parties will have access to the Information only as necessary to perform their functions and to the extent permitted by law.

We may share your Information with any of our parent companies, subsidiaries, joint ventures, or other companies under common control with us.

We may share Other Information about your activity on the Platform with third parties for the purpose of tailoring, analyzing, managing, reporting, and optimizing advertising you see on the Platform and elsewhere.

Your browsing activity may be tracked across different websites and different devices or apps.  For example, we may attempt to match your browsing activity on your mobile device with your browsing activity on your laptop.  To do this our technology partners may share data, such as your browsing patterns, geo-location and device identifiers, and will match the information of the browser and devices that appear to be used by the same person.

As we develop our business, we might sell or buy businesses or assets. In the event of a corporate sale, merger, reorganization, sale of assets, dissolution, or similar event, the Information may be part of the transferred assets.

To the extent permitted by applicable law, we may also disclose the Information when required by law, court order, or other government or law enforcement authority or regulatory agency, or whenever we believe that disclosing such Information is necessary or advisable, for example, to protect the rights, property, or safety of us, our users, or others.

YOUR CHOICES

You have certain choices about your Personal Information.  Where you have consented to the processing of your Personal Information, you may withdraw that consent at any time and prevent further processing by contacting us as described below.  Even if you opt out, we may still collect and use non-personal information regarding your activities on the Platform and for other legal purposes as described above.

We will not share, disclose, or sell your Personal Information or Transactional Information with non-affiliated third parties that may use such information to market to you, without obtaining your opt-in consent. For example, we may offer you a product opportunity that requires us to share your Personal Information or Transactional Information with non-affiliated third parties that may use such information to market to you. We will obtain your opt-in consent to such sharing of your Personal Information or Transactional Information when we present you with the terms of such offer. If you have opted-in for this kind of sharing, then you may: (i) choose to opt-out of such sharing by contacting us as set forth below; or (ii) request certain information regarding our disclosure of such information to such non-affiliated third parties by contacting us as set forth below. Further, if you would like to opt-out of CommonStock’s sharing of your Information with its affiliates so that such affiliates can use your Information to market to you, please contact us as set forth below.

You may access, review, and make changes to your Personal Information by following the instructions found on the Platform. In addition, you may manage your receipt of marketing and non-transactional communications by clicking on the “unsubscribe” link located on the bottom of any CommonStock marketing email. Members cannot opt out of receiving transactional e-mails related to their account; however, you can delete your account and/or change your email.

We may send you push notifications through our mobile application.  You may at any time change your preferences from receiving these types of communications by changing the settings on your mobile device.  We may also collect location-based information if you use our mobile applications.  You may update this by changing the settings on your mobile device.

You may stop or restrict the placement of Technologies on your device or remove them by adjusting your preferences as your browser or device permits.  The online advertising industry also provides websites from which you may opt out of receiving targeted ads from data partners and other advertising partners that participate in self-regulatory programs.  You can access these and learn more about targeted advertising and consumer choice and privacy, at www.networkadvertising.org/managing/opt_out.asp and http://www.aboutads.info/choices/.  To separately make choices for mobile apps on a mobile device, you can download DAA’s AppChoices application from your device’s app store.  Alternatively, for some devices you may use your device’s platform controls in your settings to exercise choice.

Please note you must separately opt out in each browser and on each device.  Advertisements on third party websites that contain the AdChoices link may have been directed to you based on information collected by advertising partners over time and across websites.  These advertisements provide a mechanism to opt out of the advertising partners’ use of this information for interest-based advertising purposes.

YOUR PRIVACY RIGHTS

In accordance with applicable law, you may have the right to:

  • Access Information about you consistent with legal requirements.  In addition, you may have the right in some cases to receive or have your electronic Information transferred to another party;
  • Request correction of your Personal Information where it is inaccurate or incomplete;
  • Request deletion of your Personal Information, subject to certain exceptions prescribed by law; and
  • Request restriction of or object to processing of your Personal Information, including the right to opt in or opt out of the sale of your Personal Information to third parties, if applicable, where such requests are permitted by law.

If you would like to exercise any of these rights, please log into your account or contact us as set forth below.  We will process such requests in accordance with applicable laws.  To protect your privacy, we will take steps to verify your identity before fulfilling your request.

DATA RETENTION

We store  the personal information we receive as described in this Privacy Policy for as long  as you use the Platform or as necessary to fulfill the purpose(s) for which it was collected, provide our services on the Platform, resolve disputes, establish legal defenses, conduct audits, pursue legitimate business purposes, enforce our agreements, and comply with applicable laws.

HOW WE PROTECT YOUR INFORMATION

We take commercially reasonable steps to protect the Information from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. We maintain physical, electronic, and procedural safeguards that comply with applicable state and federal laws and regulations to guard non-public personal financial information from unauthorized access, use, and disclosure. Please understand, however, that no security system is impenetrable. We cannot guarantee the security of our databases, nor can we guarantee that the Information you supply will not be intercepted while being transmitted to and from us over the Internet.

IMPORTANT NOTICE TO NON-U.S. RESIDENTS

The Platform and our servers are operated in the United States. Please be aware that your Information may be transferred to, processed, maintained, and used on computers, servers, and systems located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your country of origin. If you are located outside the United States and choose to use the Platform, you do so at your own risk.

CHILDREN

The Services are not directed to children under 16 (or other age as required by local law), and we do not knowingly collect personal information from children.  If you learn that your child has provided us with personal information without your consent, you may contact us as set forth below.  If we learn that we have collected any personal information in violation of applicable law, we will promptly take steps to delete such information and terminate the child’s account.

CommonStock does not monitor, recognize, or honor any opt-out or do not track mechanisms, including general web browser “Do Not Track” settings and/or signals.

EXTERNAL WEBSITES

The Platform may contain links to third-party websites. CommonStock has no control over the privacy practices or the content of any of our business partners, advertisers, sponsors, or other websites to which we provide links. As such, we are not responsible for the content or the privacy policies of those third-party websites. You should check the applicable third-party privacy policy and terms of use when visiting any other websites.

CHANGES TO THIS PRIVACY POLICY

This Privacy Policy is effective as of the date stated at the top of this Privacy Policy. We may change this Privacy Policy from time to time, and will notify you as required by applicable law and post any changes on the Platform as soon as they go into effect. By accessing the Website or app or using the Platform after we make any such changes to this Privacy Policy, you are deemed to have accepted such changes. Please refer back to this Privacy Policy on a regular basis.

HOW TO CONTACT US

If you have questions about this Privacy Policy, please e-mail us at help@commonstock.com.

OUR ADDRESS:

Commonstock, Inc

735 Montgomery St, Suite 400

San Francisco, CA 94123