This User Agreement (the “Agreement”) is a legal agreement between Borderless Investing Inc. (hereinafter “Borderless Investing”), the owner of the Stockal platform, a company having its registered office at 1000 N West Street, Suite 1200, Wilmington, DE 19801, United States of America (hereinafter “Licensor”) and you as the user (hereinafter “User” or “Licensee”) who holds a valid ‘Software as a Service’ (hereinafter “SaaS”)user subscription with the Licensor to access the service described below (hereinafter “Licensed Service”).
By downloading, installing, or accessing the Licensed Service the User agrees to be bound by the terms of this Agreement. If the User does not agree to the terms of this Agreement, the User should not install, copy, activate or access the Licensed Service.
The Licensed Service is a digital platform that could be offered directly or facilitated through distribution channels (hereinafter “Partners”), managed and/or single account access to investors desires to invest across multiple global stock exchanges and executes trades via broker-dealers and/or clearing services companies (hereinafter “Investment Partners”) available to the Licensee as part of the Service.
Borderless Investing has appointed its affiliate(s) regulated by the Securities and Exchange Board of India (‘SEBI’) to act as the registered representative entity for KYC/CIP support (respectively ‘Know Your Customer’ and ‘Customer Identification Program’), On-Boarding and Customer Service provisions among other things. Borderless Investing has engaged Drive Wealth LLC - which is regulated in the United States of America (hereinafter “U.S.”) by the Financial Industry Regulatory Authority (hereinafter “FINRA”), the U.S. Securities and Exchange Commission (“hereinafter “SEC”) and is a member of Securities Investor Protection Corporation (hereinafter “SIPC”) - as its brokerage partner for the purposes of inter alia account opening, account holding, clearing and execution of orders and funds transferral.
The date on which the Licensed Service has been downloaded or installed or accessed (whichever is earlier) by the Licensee shall constitute the effective commencement date of the license (the “Effective Date”). The Licensee hereby acknowledges and undertakes to additionally agree and abide by the terms and conditions of the Partners and Investments Partners associated with this Licensed Service.
The Licensed Service is licensed, not sold.
Subject to the terms and limitations of this Agreement, the Licensor hereby grants a non-exclusive, non-transferable license without rights to sublicense, to:
The Licensee shall be solely responsible for adherence to all aspects of this Agreement and Terms of Service.
The Licensee shall be solely responsible for all transactions/trades with Partners and Investment Partners using the Licensed Service and understands that all investments are subject to certain risks.
The Licensor reserves the right to suspend any Licensee Account that has not initiated any trading activity during a consecutive twelve-month period and may levy a monthly inactivity account fee for continued safekeeping of the Account.
The subscription fees may include asset management fees and charges as agreed between the Licensee and the Partner, which will be collected on behalf of the Partner by the Licensor. The Partner shall be solely responsible for all asset management services.
In addition to subscription fees, the Licensee may incur from time to time, brokerage fees related to the number of times that trades are placed by the Licensee and/or the number of units of securities purchased and/or the total amount of assets being traded. Such fees, collected by the Investment Partners, may be shared with the Licensor.
The Licensee shall be solely responsible for the User Account and assume financial responsibility with respect to all transactions in the User Account, User investment decisions, payments for the Licensed Service, Partner Fees and Securities and Other Assets purchased for User(s) Account on or before due dates. The Licensee shall be responsible for all debits, costs, commissions and losses arising from any actions Licensor, its Agent(s) and Partner(s) must take to liquidate or close transactions in the User Account, or from the User failure to make timely good delivery of Securities.
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The Licensee authorizes the Licensor and any agent/partners to conduct background checks concerning the Licensee, and to use, verify and confirm the veracity of any and all information provided. The Licensee also authorizes the Licensor and any of its or their affiliates, to share among themselves such information and any other confidential information the Licensor or its affiliates may have about the Licensee or the User Account. The Licensee agrees that without notifying the Licensee, the Licensor and its agents, Partner(s) may conduct additional background checks in connection with any review, renewal or extension of the User Account.
The Licensee shall be responsible for the User Account password, taking reasonable steps to protect and monitor for unauthorized access to the User Account. If the Licensee believes that the User Account has been compromised due to a breach of cyber security, or in any other way, the Licensee undertakes to immediately notify the Licensor so that appropriate action can be taken. If the Licensor reasonably believes that the User Account has been compromised due to a breach of cyber security, the Licensor reserves the right to take immediate action to protect the User Account and the Licensed Service.
The Brokerage account created by the Licensee shall be held by an appropriate Investment Partner of the Licensor. The details of the Investment Partner shall be provided to the Licensee when the brokerage account is created and approved.
The Licensee will not permit any unauthorized person to make a transaction on the User Account and shall be solely liable for all such transactions.
The Licensee authorizes the Licensor, its Agent(s) and Partner(s) in order to protect their respective interest and to satisfy Licensee obligations, in their discretion and without prior demand or notice, transfer, sell or otherwise liquidate all or any part of the Securities or Other Assets in the User Account, to satisfy Licensee obligations or closing any or all Transactions in the User Account.
INTELLECTUAL PROPERTY IN THE LICENSED SERVICE:
The Licensee acknowledges that no title to the intellectual property in the Licensed Service is transferred to the Licensee from the Licensor under this Agreement. The Licensee further acknowledges that all right, title, and interest in and to the Licensed Service and any know-how contained therein shall remain Licensor’s exclusive property. The Licensee agrees that it shall not remove any trademark, copyright, or other proprietary notices on or in any portion of the Licensed Service as delivered and that the Licensee shall reproduce all such notices on and in all authorized copies.
The Licensee shall treat the Licensed Service like a reasonably prudent person or entity would treat copyrighted material. The Licensee shall not copy or use the Licensed Service except as is otherwise expressly permitted below. Moreover, the Licensed Service as provided to the Licensee shall be deemed “confidential” as is set forth herein.
The Licensee shall not distribute, share, rent, resell, lease, sublicense or otherwise disclose or transfer the Licensed Service to any third party. The Licensed Service and Licensed Modules contain the Licensor’s trade secrets, and to protect those trade secrets and the Licensor’s interest in the Licensed Service generally, the Licensee agrees that it shall not reverse engineer, decompile, translate, or disassemble the Licensed Service or any Licensed Module, in whole or in part, nor to permit any third party to do so, or to copy or distribute the documentation to any third party. Any failure to abide by the restrictions set forth in this Section shall expressly constitute a material breach of this Agreement and lead to termination of this Agreement at the Licensor’s discretion.
In the event of termination, the Licensee must not attempt to access or make any copies of the Licensed Service.
APPLICABLE LAWS & GOVERNMENT RESTRICTIONS:
The Licensee access to the Licensed Services shall be subject to compliance with all applicable laws, Licensor’s Terms of Service and the terms and conditions of service of Investment Partners.
Applicable laws shall include laws of the United States of America, Republic of India and the jurisdiction the Licensee accesses the Licensed Service and the rules and regulations of applicable federal, state and self-regulatory agencies, including but not limited to, the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), the SEC, FINRA, Reserve Bank of India and the constitution, rules, regulations, customs and usages of the exchanges, markets and clearing agencies where transactions are executed, cleared and settled for the User Account.
The Licensor does not advise nor act as an agent or broker for the investment opportunities.
The Licensee understands and acknowledges that the Licensor DOES NOT provide tax, legal, or investment advice of any kind, nor does the Licensor give advice or offer opinions with respect to the nature, potential value, or suitability of any securities transaction or investment strategy in the User Account. The Licensee will not hold, nor seek to hold the Licensor or any of its officers, directors, employees, agents, subsidiaries or Affiliates liable for any trading or other investment losses incurred in the User Account.
LIMITATION OF LIABILITY:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. [BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE PRECEDING LIMITATION MAY NOT APPLY TO YOU].
THE LICENSOR'S LIABILITY UNDER THIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED U.S. $5,000 OR THE TOTAL USER SUBSCRIPTION FEES PAID FOR THE LICENSE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE; WHICH EVER IS LESS AS THE CASE MAY BE. THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
GOVERNING LAW, JURISDICTION AND ARBITRATION:
If any dispute arises between the parties hereto during the subsistence or thereafter, in connection with or arising out of this Agreement, the dispute shall be referred to arbitration under the rules of the Indian Arbitration Act 1996 and any subsequent amendments or re-enactments. Arbitration shall be held in Bangalore, Karnataka and conducted in English.
The Licensed Service is subject to the inherent risks of online trading including those relating to system response and access times that may be affected by various factors, including but not limited to market conditions and system performance. The Licensee should understand such risks before accessing the Licensed Service and trading.
This Agreement is the entire agreement between Licensor and Licensee and supersedes terms of any purchase orders and any other communications or advertising with respect to the Licensed Service. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. This Agreement may only be modified by a written agreement signed by authorized representatives of the Licensor and Licensee and as mutually agreed by the Parties.
Notice and correspondence concerning this Agreement and its implementation and usage may be directed to at email@example.com