Qapital Terms & Conditions
Effective Date: February 10, 2023
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, AS THEY CREATE A BINDING CONTRACT BETWEEN YOU AND QAPITAL. FURTHER, THESE TERMS AND CONDITIONS CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND QAPITAL ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT AND WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION SUCH THAT YOU ARE ONLY PERMITTED TO BRING AN INDIVIDUAL ACTION (SEE “BINDING ARBITRATION AND CLASS ACTION WAIVER”). IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION WITHIN THIRTY (30) DAYS BY FOLLOWING THE INSTRUCTIONS PROVIDED AT THE END OF THE SECTION TITLED “BINDING ARBITRATION AND CLASS WAIVER.” YOU HEREBY ACKNOWLEDGE THAT QAPITAL IS NOT A BANK, NOR IS IT A FINANCIAL PLANNER, BROKER OR ASSET MANAGER. THE QAPITAL SERVICE PROVIDES YOU WITH TOOLS TO ASSIST YOU IN YOUR FINANCIAL PLANNING AND DECISION-MAKING. YOU ARE SOLELY RESPONSIBLE FOR YOUR SAVINGS, INVESTMENT AND SPENDING DECISIONS.
Welcome to Qapital. These terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms and Conditions”), are entered into by and between (i) the individual person who creates the associated Qapital Account and each and all of the persons who are granted access to, accept, or use the account (“you”), and (ii) Qapital, LLC, a Delaware limited liability company and Qapital Invest, LLC, a Delaware limited liability company. Qapital, LLC, Qapital Invest, LLC and any other entity in the Qapital company group shall be referred to collectively herein as “Qapital,” “we,” “us,” or “our”. These Terms and Conditions govern your access and use of our website at www.qapital.com and our mobile applications (the “Qapital App”) in connection with our products and services (collectively, the “Qapital Service”), whether as a guest or a registered user. The suite of investment related services included in the Qapital Service, including any Invest Account, is provided by Qapital Invest, LLC and is referred to herein as “Qapital Invest.” All other services offered as part of the Qapital Service are provided by Qapital, LLC.
The Qapital Service is offered and available to any user who is 18 years of age or older, has the legal capacity to form a binding contract with Qapital, and is a legal resident of the United States. By using the Qapital Service, you represent and warrant that you meet all of the foregoing eligibility requirements and that your registration and use of the Qapital Service is not in violation of any applicable Law (as defined below). If the foregoing sentence isn’t true, you may not access or use the Qapital Service, and doing so is a violation of our Terms and Conditions.
We reserve the right to change these Terms and Conditions from time to time for any reason, by posting of the updated Terms and Conditions to https://www.qapital.com/terms provided that if your Qapital Account is subject to a paid subscription at the time of such change, then any element of such change which would materially increase your obligations or reduce your rights hereunder shall not apply to your Qapital Account until the start of the next subscription period following the posting of such updated Terms and Conditions.
1. Scope of Service
Qapital may alter, suspend, or discontinue the Qapital Service, in whole or in part, or restrict access to portions of our Qapital Service, for some or all users, at any time and for any reason, without notice, including during a paid subscription period. The Qapital Service may also periodically become unavailable to you due to maintenance or malfunction of computer equipment or for other reasons. Qapital does not provide any equipment and internet service necessary to access the Qapital Service, and you are responsible for obtaining any such equipment and service in order to access and use the Qapital Service.
a. Registered Users. Certain parts of the Qapital Service are reserved for registered users. In order to become a registered user (or “Client”), we will ask you to complete a registration form, and also to select a username and create a password (“Login Credentials”). During any such registration, you are required to give truthful contact information (including your name, email address and mobile phone number) and certain financial information (such as your primary bank account information and other account login information), and, together with any savings and investing goals and rules that you create in your Qapital Account and any other investment information provided through your use of an Invest Account (as defined below), this collectively is your “User Profile”. You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your Qapital Account (including without limitation financial obligations). You agree to notify us immediately if you believe that your Login Credentials have been or may be used without your permission so that appropriate action can be taken. We are not responsible for losses or damage caused by your failure to safeguard your Login Credentials or any access or use of your Qapital Account with your permission, assent or knowledge, or that you should reasonably have known about. You agree that you will maintain and promptly update your User Profile to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect such, we reserve the right to suspend access to or terminate your Qapital account and refuse any and all current or future use of the Qapital Service by you.
c. Acknowledgement to Receive Email, Push Notifications or Text Messages. As a user of the Qapital Service, and by your acceptance and agreement to these Terms and Conditions, you expressly consent to receive emails, push notifications and text messages from us regarding the Qapital Service and your Qapital Account. Please be aware that standard data and messaging rates may apply to the receipt of text messages. We may from time to time send you push notifications or email messages with information about upcoming events, or information about other service offerings from us and our partners. You may opt out from receiving certain of such correspondence by updating your notification settings within the Qapital App, emailing email@example.com, or selecting to unsubscribe as may be provided in the applicable correspondence. To opt out of correspondence and notifications associated with your Invest Account, in addition to updating your notification settings within the Qapital App, you may also email firstname.lastname@example.org.
d. Funding Source Access Authorization. You expressly authorize Qapital to access information from your Funding Source or other bank accounts that you maintain online with third-party financial institutions with which you have customer relationships, maintain account(s) or engage in financial transactions (your “Bank Accounts”), on your behalf as your agent. When you use the “Add Accounts” feature of the Service, you or Qapital’s third-party processor will be directly connected to the website for the third party you have identified. Qapital’s third-party processors will submit information including usernames and passwords that you provide to log you into such third-party website(s). You will need to authorize and permit Qapital’s third-party processor to use and store information submitted by you (such as account passwords and usernames) to accomplish the foregoing and to configure the Qapital Service so that it is compatible with the third-party sites for which you submit your information. For purposes of these Terms and Conditions and solely to provide the account information to you as part of the Qapital Service, you grant Qapital a limited power of attorney, and appoint Qapital as your attorney-in-fact and agent, to access third-party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN QAPITAL IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD-PARTY SITES, QAPITAL IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY. You understand and agree that the Qapital Service is not sponsored or endorsed by any third parties accessible through the Qapital Service. Qapital is not responsible for any payment processing errors, third-party fees or other related issues, including those that may arise from inaccurate account information.
3. Fees & Payments
Any third-party external financial account designated in User Profile as the account from which Qapital is to debit fees and/or make other transfers is called your “Funding Source”. Each of your Qapital goals accounts (collectively, your “Goals Account”), your Qapital spending account (your “Spending Account”) and your Qapital Invest account (if any, your “Invest Account”) may be referred to herein individually as a “Qapital Account” and collectively as your “Qapital Account(s)”.
a. Subscription Fees. If you select a user experience tier on the Qapital Service that is subject to a recurring periodic subscription fee (a “Subscription Fee”), then except as otherwise provided herein, you agree to pay the Subscription Fee applicable to the user experience tier you have selected. Current Subscription Fees associated with the Qapital Service can be found here: https://www.qapital.com/pricing. You may cancel or change your subscription from time to time by contacting customer care at https://support.qapital.com/hc/en-us/requests/new , or by using the Qapital App. We may refuse to renew any subscription.
b. Change in Fees. Qapital may change the Subscription Fees and adjust pricing for the Qapital Service or any part thereof in any manner and at any time as we may determine in our sole and absolute discretion. We will notify you in advance of any change in Subscription Fees by sending you an email to the email address in your User Profile. Subscription Fee changes will take effect at the start of the next subscription period following the date of the Subscription Fee change. You accept the new fees by continuing to use the Qapital Service after the fee change takes effect. If you do not agree with the applicable price change, you have the right to reject the change by terminating your Qapital Account in accordance with these Terms and Conditions.
c. Incentives. Qapital may at its sole discretion offer incentives from time to time, including to users of the Qapital Service. Any such incentives will be subject to the terms and conditions referred to therein, or, if none, to the Qapital Everyday Referral Program Terms found at https://www.qapital.com/terms/qapital-everyday-referral-program/ .
d. Current Fees. In addition to the Subscription Fees, certain additional fees and incentives associated with your Spending Account and your Goals Account can be found at https://www.qapital.com/terms/qapital-spending/ . Current fees and incentives associated with your Invest Account can be found at https://www.qapital.com/terms/invest/ .
e. Payment of Fees. YOU AGREE TO TIMELY PAY ANY FEES INCURRED BY OR ASSESSIBLE TO YOU (AND ANY AND ALL APPLICABLE TAXES) WITH RESPECT TO YOUR QAPITAL ACCOUNT AND TO PROVIDE QAPITAL WITH A VALID PAYMENT METHOD FOR PAYMENT OF ALL SUCH FEES THROUGH ONE OF THE ACCEPTED METHODS THAT WE LIST ON THE QAPITAL SERVICE FROM TIME TO TIME. Such fees may include other amounts owing to Qapital in connection with your use or misuse of the Qapital Service, including any account you hold in connection with your use of a Visa® debit card issued by Lincoln Saving Bank (“LSB”), or another of our bank partners (collectively, “Partner Banks”), that is linked to your Qapital Account (your “Qapital Visa® Debit Card”). Without limiting the foregoing, if any payment or transfer you make from your Funding Source or Qapital Account is returned unpaid, such fees may include a fee charged for such return. You authorize Qapital to process all your payments directly from your Funding Source. Notwithstanding anything set forth in these Terms and Conditions to the contrary, if Qapital is unable to collect a payment from your Funding Source, (a) you authorize Qapital to collect such funds from your Goals Account and/or your Spending Account, and (b) if Qapital is unable to collect your payment from your Funding Source, Goals Account, and/or Spending Account, then (if you have a Qapital Invest Account) Qapital may instruct its third-party partners to initiate any necessary sales in your Qapital Invest Account and cause the proceeds to be used to pay any current or past-due fees. If Qapital is unable to collect your payment using one of the foregoing methods, Qapital reserves the right to freeze or cancel your account in its sole discretion.
f. Refunds. Other than when expressly set forth on the Qapital Service as updated from time to time, or to correct any errors made by Qapital, Qapital has no obligation to provide refunds or credits, but may grant them in certain circumstances in Qapital’s sole discretion.
g. Free Trials. From time to time, Qapital may offer “free trial” subscriptions for limited periods of time during which the normal Subscription Fee is waived (“Free Trials”). Free Trials may be assigned or targeted to specific users, groups of users, or the general public, in each case in Qapital’s sole discretion. You agree that the making of an offer of a Free Trial to any user in no way creates any obligation on Qapital to offer any Free Trial to any other user, including you.
h. Multi-Account Plans. Qapital may from time to time offer the ability of one user to pay for the ongoing Subscription Fees of one or more other users, whether as a “family plan” or other multiple-user plan (each, a “Multi-Account Plan”). Qapital may change or terminate these Multi-Account Plan subscriptions at any time, may condition them upon meeting certain criteria or opting into certain programs, and may or may not offer them at a discount to the rate that each user would separately pay for that user’s own standalone subscription. If your Qapital Account ceases to be part of a Multi-Account Plan, you will automatically revert to a single-user subscription at the same user experience tier.
4. User Content
a. Submitted Content. You are solely responsible for any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials (collectively, “User Content”) that you submit, use, display or share on or via the Qapital Service. You must not submit, upload, post, display or share any User Content that you do not have the right to copy, use or share for the purpose of your use of the Qapital Service and the license granted to Qapital in subsection (b) below. If you choose to provide information or User Content to us, register for or participate in a service, event, or promotion on the Qapital Service, you agree that you will provide accurate, complete, and up to date information as requested on the screens that collect information from you.
b. Ownership and Use of User Content. Qapital does not claim ownership of any User Content. By submitting such User Content, however, you hereby grant Qapital a worldwide, perpetual and irrevocable license and right to (i) copy, store and use that User Content for the purpose of providing you with the Qapital Service and other business purposes; (ii) modify the User Content, including to remove identifiers of you and any other individuals or companies, and aggregate such information with other users’ information (collectively, “Aggregated Data”), which we may also copy, store and use for the purpose of providing you with the Qapital Service and other business purposes; and (iii) use your User Content for marketing purposes in any media format (including publishing or re-publishing). You acknowledge and agree that we may retouch, edit or otherwise alter User Content (such as photos) without your ability to inspect or pre-approve, and that you will not be compensated in any way for our use of your User Content.
c. User Content Representations. You represent and warrant that the submission and use of your User Content on or through the Qapital Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights, and you agree to pay for all royalties, fees, and any other monies owed by Qapital for any reason of User Content you submit or use on or through the Qapital Service.
d. Monitoring. We have the right, but not the obligation, to monitor User Content submitted to the Qapital Service, to determine compliance with these Terms and Conditions, including the User Conduct requirements below, and any other applicable rules that we may establish. We have the right in our sole discretion to edit or remove any material submitted to or posted through the Qapital Service without prior notice. Without limiting the foregoing, we have the right, but not the obligation, to remove any material that Qapital, in its sole discretion, finds to be in violation of these Terms and Conditions or otherwise objectionable, and you are solely responsible for the User Content that you post to the Qapital Service. Moreover, Qapital may terminate your ability to submit User Content if you are determined to be a repeat infringer and/or repeatedly violate the below User Conduct requirements.
e. Disclosures of User Content. You acknowledge and agree that Qapital may store and/or preserve User Content and may also disclose User Content and/or other information provided by you if required to do so by law, rule, regulation, order or other legal, administrative, judicial or governmental process, including but not limited to an audit or examination by a regulatory authority or self-regulatory organization (or by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) (collectively, “Law”) or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) enforce the terms of these Terms and Conditions; (b) respond to claims that any User Content violates the rights of third parties; and/or (c) protect the rights, property, or personal safety of Qapital users, its representatives and/or agents, or the public.
f. Notice of Copyright Infringement. If you are a copyright owner or an agent thereof and believe that any content on the Qapital Service infringes upon your copyright, you may notify Qapital by providing the following information in writing:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed;
- Identification of the location where the original or an authorized copy of the copyrighted work exists;
- Identification of the material that is claimed to be infringing and a description of the infringing activity and information reasonably sufficient to permit Qapital to locate the same;
- Information reasonably sufficient to permit Qapital to contact you, such as an address, telephone number, and, if available, an email address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed.
Our agent for notice of claims of copyright infringement can be reached as follows:
169 Madison Avenue, #2002
New York, NY 10016
You acknowledge that if you fail to comply with all of the requirements above, your notice may not be valid.
5. User Conduct
You understand and agree not to use the Qapital Service to:
- Post or upload images, content or initiate communications which are unlawful, libelous, abusive, obscene, discriminatory, or otherwise objectionable.
- To violate any Law or for any illegal purpose, including, without limitation, any Law governing theft, wire fraud, money laundering, conversion and any Law relating to financial services or cybercrime.
- Contribute (or purport to contribute) funds to a savings goal, or create (or purport to create) a savings goal to which others could make contributions, for the purpose of money laundering or other illegal transferring of funds.
- Falsely state, impersonate, or otherwise misrepresent your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present.
- Upload, post, email, transmit or otherwise make available any content, or initiate communications which include information, that you do not have the right to disclose or make available under any Law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
- Upload, post, email, transmit or otherwise make available any content, or initiate communication that infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights.
- Upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation. This prohibition includes but is not limited to: (a) using the Qapital Service to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; (b) using the Qapital Service to connect to people who don’t know you and then sending unsolicited promotional messages to those direct connections without their permission; and (c) sending messages to distribution lists, newsgroup aliases, or group aliases.
- Upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
- Stalk or harass anyone.
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through Qapital.
- Post content in fields that are not intended for that content. Example: Putting an address in a name or title field.
- Interfere with or disrupt Qapital or servers or networks connected to Qapital, or disobey any requirements, procedures, policies or regulations of networks connected to Qapital.
6. Access and Interference
You agree that you will not, directly or indirectly:
- Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Qapital Service or any portion of the Qapital Service;
- Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Qapital Service, other than the search engines and search agents, if any, available through the Qapital Service and other than generally available third-party web browsers;
- Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Qapital Service; or
- Attempt to decipher, decompile, disassemble or otherwise alter or interfere with any of the software comprising or in any way making up a part of the Qapital Service.
7. Account Suspension; Closure
b. If we suspect an unauthorized transaction relating to any Qapital Account or that the account was created based on fraudulent information or for a fraudulent or illegal purpose, we may freeze the account pending further investigation.
8. Your Qapital Account
a. Qapital Basic Account: If you select a Qapital Basic account (your “Basic Account”), any funds that you direct to be transferred from your Funding Source to Qapital Goals Account, either manually via the Qapital App or in accordance with savings rules (“Rules”) you have established via the Qapital App, will be maintained at one or more of Qapital’s Partner Banks (chosen in our sole discretion, and subject to change from time to time) for your benefit in an umbrella fiduciary account for the benefit of Qapital’s users (an “FBO Account”). The list of Partner Banks into which your Qapital Basic account funds may be deposited as of February 1, 2023 is J.P. Morgan Chase Bank, N.A., Capital One, N.A., and Truist Bank. All funds held in an FBO Account are eligible for the benefits of pass-through FDIC insurance coverage, which means that if one of Qapital’s Partner Banks fails, your funds at that Partner Bank should be insured by the FDIC for a maximum of $250,000. Note that the FDIC maximum insurable limit applies to the aggregate of all funds you have deposited with that Partner Bank, so any other funds you hold in at that Partner Bank outside of your Qapital Account will also count toward the limit. You will not be entitled to any interest or other earnings that may accrue with respect to the funds held on your behalf in an FBO Account, and you hereby irrevocably assign and transfer to Qapital any right or interest that you may have therein. However, you remain the beneficial owner of the principal amount of the funds held in an FBO Account on your behalf.
We may from time to time and without notice to you move the funds in your Goals Account from an FBO Account at one Partner Bank to an FBO Account at another Partner Bank, for liquidity, backup, storage or any other lawful purpose, but this will not affect your ability to access the funds in your Goals Account, and you remain the beneficial owner of the funds held in your Goals Account.
b. Qapital Complete and Qapital Premier Accounts: If you select a Qapital Complete account (your “Complete Account”) or a Qapital Premier account (your “Premier Account”), and you choose to open a Qapital Spending Account, the associated account funds in your Qapital Goals Account and Spending Account will be held separately in your name by LSB in one or more interest-bearing account(s). All accounts and products provided by LSB are subject to further agreement terms and conditions with LSB that will be provided at the time of opening a Qapital Spending Account. You will earn interest or other earnings that accrue with respect to the funds maintained in those accounts at LSB in accordance with the terms applicable to those accounts from time to time. Any balances held with LSB are added together and are insured up to $250,000 per depositor. The Qapital Visa® Debit Card linked to your account is issued solely by LSB, and Qapital is not responsible for any decisions or actions made by LSB in its capacity as the Qapital Visa® Debit Card issuer. If you do not choose to open a Spending Account, your funds will be maintained in an FBO Account as described above.
c. Qapital Invest: By selecting a Complete Account or Premier Account and unlocking Qapital Invest, you agree that you are also applying for and opening a Goals Account and Spending Account held by LSB, as detailed in clause (b) above, and in connection therewith may receive a Qapital Visa® Debit Card. Once you enroll with Qapital Invest, funds from your Funding Source or a Qapital Account (as selected by you) will be transferred to your Invest Account in accordance with any Rules you have established via the Qapital App. Note that funds held in a Qapital Invest account are NOT FDIC INSURED, MAY LOSE VALUE and are NOT BANK GUARANTEED. However, your Qapital Invest account is SIPC-protected, which means up to $500,000 ($250,000 in cash) is covered by the Securities Investors Protection Corporation (SIPC) should the company fail. It’s important to note that SIPC insurance doesn’t offer protection if you lose money due to market declines.
In order to effectuate transfers to or from your Spending Account to or from your Invest Account, we may from time to time temporarily move funds to or from your Spending Account to or from an interim non-interest-bearing account in your name at one of our Partner Banks, but this will not affect your ability to access the remaining funds in your Spending Account (i.e. funds other than those with respect to which a transfer has been initiated to your Invest Account), and you remain the beneficial owner of all of your funds. You understand and agree that by opening an Invest Account you hereby consent to the creation of such additional account solely to effectuate such transfer(s) to your Invest Account.
d. Transfer and Withdrawal Limits: Certain limits on transfers to and withdrawals from your Qapital Account may be imposed pursuant to terms with our Partner Banks and in connection with Qapital’s ordinary course fraud and security management system. Inquiries regarding up-to-date transfer and withdrawal limits should be directed to email@example.com with respect to your Goals Account or Spending Account, or firstname.lastname@example.org with respect to your Invest Account.
e. Changing your Membership Plan. You may elect to change your membership plan at any time. If you upgrade your plan, the change shall take effect, and you will be charged the prorated difference between the price of your current plan and your new plan for the current billing period, immediately. If you downgrade your plan, the change and the applicable subscription fee associated therewith will be reflected at the beginning of your next billing cycle. If you have a Spending Account and elect to change your membership plan from a Complete Account or Premier Account to a Basic Account, you will no longer be able to withdraw from your Spending Account using your Qapital Visa® Debit Card. Your Spending Account and Invest Account (if applicable) will, however, otherwise remain open for withdrawals and transfers for thirty (30) days following the date you downgrade to a Basic Account, though no deposits may be made into your Spending or Invest Accounts during that time. At the conclusion of the thirty (30) days, your Spending Account and Invest Account will be closed, and the balance will be transferred to your most recently created Savings Goal in your Basic Account.
9. Authorization to Initiate ACH transactions
By accepting these terms and conditions you authorize Qapital and/or our third-party processor partners to initiate ACH credit and/or debit transactions between your Funding Source and your Qapital Account. These transactions will either be initiated in the Qapital App by you (“Manual Transfers”) or initiated by Qapital including, without limitation, transactions based on Rules you have set up through the Qapital Service or with respect to payment of fees and/or other amounts owing by your use of the Qapital Service. The frequency and amount of these ACH credit and/or debit transactions will be determined by your Manual Transfers or your Rules. Periodic ACH transactions will be generated by Qapital to move funds from your Funding Source to your Goals Account or Spending Account (as applicable) based on the Rules you have established. Manual Transfers will be processed when authorized by your entry.
For your security, transfers from your Funding Source to your Goals Account will not be immediately available for withdrawal back to your Funding Source until a period of four (4) business days has elapsed.
Subject to the prior sentence, Manual Transfers can be initiated for same-day transfer or withdrawal (“Express Transfers”) from your Goals Account or Spending Account if received before 11 a.m. Central Time, Monday through Friday on non-bank holidays, for an additional fee. You authorize Qapital and/or our third-party processor partners to initiate ACH credit and/or debit transactions from your Funding Source and/or Qapital Account to process any such Express Transfer fees.
You further authorize Qapital and/or our third-party processor partners to initiate ACH credit and/or debit transactions to or from your Funding Source and/or Qapital Account to correct any erroneous credit or debit activity or to pay any return fees described in Section 3(e) of these Terms and Conditions.
You understand that this authorization will remain in full force and effect until you notify Qapital that you wish to revoke this authorization. You understand that Qapital requires at least three (3) business days’ prior notice in order to cancel this authorization. You agree not to initiate any transfers which would cause your Qapital Account to have a deficit.
10. Funding Source Verification
The Funding Source verification process is in place to ensure a Funding Source is compatible with the Qapital Service and supports ACH transfers, and to verify external Funding Source account ownership.
One of two methods are used to successfully verify a Funding Source:
(1) The external funding source will be accessed by our data integration partner and ownership and ACH support will be verified; or
(2) Two small credit transactions will be sent for processing to the external Funding Source. The amounts of those credits will then be immediately debited out of the Funding Source. You will need to verify the external Funding Source by entering the deposit amounts in the required fields provided in your Qapital Account. You will be responsible for any fees or penalties assessed by a financial institution that may occur by validating this funding source.
11. Shared Goals; Dream Team
Qapital provides you with the ability to share their respective Goals and send messages between Clients sharing the same Goal. Where you share your Goals through use of the Qapital Service, all Clients sharing that specific Goal will have the ability to view the total saved by others sharing that Goal as well as the transaction detail of money saved toward that Goal. You agree that in inviting others to share one of your Goals that others sharing that Goal will be able to view the amount of your savings, solely as it applies to that Goal. You agree that by accepting an invitation to share a Goal, others sharing that Goal will be able to view your data, solely as it applies to that Goal.
As a part of the Qapital Service, Qapital may also provide you with the ability to share your Goals and Spending Account information with another Qapital account holder that you designate, such as a family member (“Dream Team,” and such person who also agrees to such sharing, your “Dream Team Partner”). When you and your Dream Team Partner opt in to Dream Team, your Dream Team Partner may import and view your account information. Dream Team also allows you to send money from your Qapital Spending Account to your Dream Team Partner’s Qapital Spending Account at your initiation. You understand that once you initiate such a transfer, you will have no ability to stop or cancel it.
YOU ACKNOWLEDGE SOLE RESPONSIBILITY FOR AND ASSUME ALL RISK ARISING FROM SHARING ACCOUNT INFORMATION WITH OTHER QAPITAL USERS. QAPITAL IS NOT RESPONSIBLE FOR ANY CONSEQUENCE OF ANY USE OR DISCLOSURE OF YOUR ACCOUNT INFORMATION BY YOU OR ANY QAPITAL USER WITH WHOM YOU SHARE YOUR ACCOUNT INFORMATION.
12. Gift Membership
“Gift Memberships” are subscription codes enabling a single-user Free Trial to the Qapital Service for a fixed period of time. A person who purchases the Gift Membership is referred to in this Section as the “Giftor”. A person who receives and redeems a Gift Membership to the Qapital Service is referred to in these terms as the “Recipient”. Gift Memberships are paid for by a one-time upfront payment. Once bought, the Giftor will receive an order confirmation in the Qapital App. The Gift Membership can be sent to the Recipient via email, text or another method selected by the Giftor. In order to use the Gift Membership, the Recipient must already by a Qapital user or will need to become one. Gift Membership codes can only be used once and cannot be redeemed for cash, resold or combined with any other offers, including other Free Trials. We will automatically charge the Giftor for any purchased Gift Membership at the time of purchase, not upon delivery. There are no refunds or other credits for any Gift Membership that is not ultimately redeemed. Recipient can cancel or change their Qapital membership at any time. Qapital is not responsible if a Gift Membership is lost, stolen or used without permission. Gift Memberships may not be resold and have no cash value.
13. Qapital Cashback Hacks
As part of the Qapital Service, Qapital may provide you access to Qapital Cashback Hacks (the “Program”). This Program is operated and provided by Wildfire Systems, Inc. (“Wildfire”) on behalf of Qapital via the use of a white-labeled Chrome browser extension installed by the user (the “Extension”). The Extension contains third party software and interoperates with third parties, including but not limited to Merchants and affiliate networks. The Program enables users of the Extension to earn Rewards for qualifying purchases from participating Merchants, subject to the terms herein. For purposes of this Section, “Rewards” means any incentive that you may earn through the Program, including cash back, discounts, digital coupons, loyalty points, and other reward or loyalty mechanisms. For clarification, the Rewards covered by the Program and processed through the Extension are not a gift certificate, store gift card, general-use prepaid card, or any other form of stored-value card.
- The Program may include cashback and referral bonuses activated via the Extension (e.g., through any trackable links available in connection thereto (“Links”)) for one or more “Merchants” (which include, for example, online retailers of products, services, or content). Note that features of the Extension (and any related Links) may redirect you to one or more Merchants.
- Some transactions may not earn Rewards or may earn at a rate which is different from the rate indicated by the Extension. You are not guaranteed to earn a Reward from a transaction even if you (i) take an action to activate cashback, (ii) receive a notification from the Extension, (iii) receive an indication from the Extension that a transaction is eligible to earn cash back, (iv) complete a transaction, or (v) receive from the Extension a confirmation regarding a successful transaction. Even if the Extension indicates that a transaction is eligible or confirmed, transactions may not earn Rewards for several reasons, without notice to you, including, without limitation, those examples set forth below and elsewhere in this Section 13:
i.Merchants may alter terms, conditions, or commission rates;
ii. Merchants may discontinue their programs;
iii. Merchants may exclude certain products from Reward eligibility;
iv. Merchants may have technical failures which result in transactions failing to be tracked or attributed to you;
v. The Extension may fail to function properly;
vi. Merchants may reject transactions due to suspected policy violations; and
vii. The browser in which the Extension is installed may modify, block, or alter the Links or any other tracking code, or strip out the tracking code.
- We reserve the right, in our sole discretion, to withhold, cancel, or adjust the amount of any calculated Reward or Reward payment, for any reason at any time. By using the Extension, you accept this condition. Additionally, we may choose in our sole discretion to institute a limit on how many times you may receive a Reward. We reserve the right at any time to cancel, modify, or restrict any aspect of the Program and we reserve the right to apply such changes retroactively to any calculated Rewards which are not yet paid.
- Rewards originate from marketing fees or commissions paid by a Merchant to us. Merchants may have holdback periods during which they hold a pending payment for a specified period (e.g., until the expiration of a return policy and/or until a service is consumed). If we are not paid for a transaction by a Merchant, we shall have no obligation to provide any Reward to you for the associated transaction. We only provide a Reward to you after a transaction is successfully tracked and completed and after we receive payment for that specific transaction from the Merchant, and provided there are no other issues in connection with such transaction (such as otherwise set forth in this Section). For clarity, we retain a portion of the marketing fees or commissions paid to us. Notwithstanding anything to the contrary, we may alter or cancel a pending Reward for any reason including, but not limited to, charge-backs, product returns, duplicate entry or other accounting error, Merchant non-payment of fees or commissions (or payment by Merchant of less than the expected amount of fees or commission), non-bona fide transactions, Merchant’s non-receipt of payment from, or refund of payment to, the purchaser, our inability to contact you in order to validate transactions, or your failure to comply with our Terms and Conditions or the terms and conditions of applicable Merchants and affiliate networks.
- Some Rewards may include coupons, discounts, or promotions from Merchants (“Offers”). We do not guarantee that Merchants will honor Offers. Offer codes may be expired or invalid. Offers may not be eligible for your transaction, based upon exclusions, terms, and conditions determined by Merchants.
- We may be required to nullify Rewards due to limitations established by certain Merchants which prohibit payments to users who reside in certain geographies due to tax nexus or other considerations.
- You acknowledge that you must have a Goals Account to be eligible to earn Rewards. Users who do not complete the signup process and create a Goals Account within 12 months after a Reward has been calculated are not eligible to receive that calculated Reward.
- Payments may be issued in batches (for example once monthly). We reserve the right to change the frequency and timing of Reward payments without notice to you.
- You agree that we have no special relationship with or fiduciary duty to you and you acknowledge that we have no duty to take any action regarding collection of payment from Merchants.
- You are obligated to independently assess and comply with all relevant tax and legal requirements. We shall not provide you with tax or legal advice. In the event that, during any single calendar year, the cumulative Rewards payout would result in payment to you of $600 or more, we may require you to provide us with a completed IRS form W-9 and we may thereafter issue a Form 1099 for that calendar year. We may utilize a third-party service provider to perform this function. If we require a completed form W-9 from you and you fail to provide one, we reserve the right to void any Rewards.
14. Third-party Financial Institutions and Subcontractors
As part of the Qapital Service, Qapital may provide you access to Qapital Debt Wrangler. With Debt Wrangler, Qapital users who sign up have the ability to view, manage, pay, and apply for refinancing of their personal loans. Qapital is not a loan provider or servicer. Qapital has partnered with Spinwheel Solutions, Inc. (“Spinwheel”) to power this functionality, to allow borrowers to access their loan data and receive related services and AI powered insights. Qapital may receive a portion of any commissions received by Spinwheel in connection with successful refinancing originations.
You agree Qapital may access any account you have set up through our third-party processors in connection with the Qapital Service. We may use that information in order to provide you with the Qapital Service, to develop our products and services, and for our internal business purposes.
IF YOU DECIDE TO OPEN AN INVESTMENT ACCOUNT WITH QAPITAL INVEST, YOU MUST ENTER INTO A CLIENT AGREEMENT AND BROKERAGE AGREEMENT WITH A THIRD-PARTY BROKER SELECTED BY QAPITAL. YOU ACKNOWLEDGE AND AGREE THAT IF YOU OPEN AN INVESTMENT ACCOUNT WITH QAPITAL INVEST AND ANY TERM IN THESE TERMS AND CONDITIONS CONFLICTS WITH THE CLIENT AGREEMENT AND/OR BROKERAGE AGREEMENT, SUCH AGREEMENTS SHALL CONTROL OVER THESE TERMS AND CONDITIONS.
15. Timeliness and Accuracy of External Data
As part of the Qapital Service, Qapital will retrieve information from your Bank Accounts and your account information. Qapital works with one or more online financial service providers to access this account information. Qapital makes no effort to review the account information for any purpose, including but not limited to accuracy, legality or non-infringement. Qapital is not responsible for the products and services offered by or on third-party sites.
Qapital cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. Qapital cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. For example, when displayed through the Qapital Service, account information is only as fresh as the time shown, which reflects when the information is obtained from such sites. Such information may be more up-to-date when obtained directly from the relevant sites. You can refresh your account information through the Qapital Service, in the manner prescribed in the associated instructions.
a. Automatic Alerts. Qapital may from time to time provide automatic alerts. Automatic alerts may be sent to you following certain changes made online to your User Profile or your Accounts. Electronic alerts will be sent to the email address and/or mobile number you have provided. If your email address or your mobile number changes, you are responsible for informing us of that change. Changes to your email address or mobile number will apply to all of your alerts. Because alerts are not encrypted, we will never include your passcode. However, alerts may include your Qapital username and some information about your Bank Accounts.
b. Disclaimer. You understand and agree that any alerts provided to you through the Qapital Service may be delayed or prevented by a variety of factors. Qapital does its best to provide alerts in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any alert. You also agree that Qapital shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.
17. Qapital’s Intellectual Property Rights
a. Contents. The contents of the Qapital Service, including, without limitation, our websites, the Qapital App, their respective “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including, without limitation, html-based computer programs), trademarks, trade names and/or service marks, and all materials incorporated herein are protected under both United States and other applicable copyright, trademark and intellectual property laws. The contents of the Qapital Service belong or are licensed to Qapital or its software or content suppliers. Qapital grants you the right to view and use the Qapital Service subject to these terms. You may download or print a copy of information provided on the Qapital Service for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from the Qapital Service in whole or in part for any other purpose is expressly prohibited without our prior written consent.
b. Feedback. While we welcome your feedback, ideas, and suggestions, it is important to be aware of the following restrictions. If you send us feedback, ideas, or suggestions (collectively, “Feedback”), you represent, warrant and agree that: (1) you grant us all rights in your Feedback, your Feedback becomes the property of Qapital immediately upon your providing it to us, and you are not owed any compensation in exchange; (2) none of the Feedback contains confidential or proprietary information of any third party; (3) Qapital may use or redistribute Feedback for any purpose and in any way; (4) there is no obligation for Qapital to review your Feedback; and (5) Qapital has no obligation to keep any Feedback confidential. You agree that upon reasonable request by us, you will take any steps and actions, and provide any cooperation and assistance to us and our successors, assigns, and legal representatives, including the execution and delivery of any affidavits, declarations, oaths, exhibits, assignments, powers of attorney, or other documents, as may be necessary to effect, evidence, or perfect the assignment of the Feedback to us, or to our assignee or successor.
18. Disclaimer Regarding Use of Mobile Devices
Use of the Qapital Service is made available through compatible mobile devices, internet and/or network access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. QAPITAL MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE QAPITAL SERVICE AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE QAPITAL SERVICE.
19. Disclaimer of Representations and Warranties
THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH THE QAPITAL SERVICE ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. QAPITAL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE QAPITAL SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE QAPITAL SERVICE IS AT YOUR SOLE RISK.
QAPITAL MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE QAPITAL SERVICE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. QAPITAL MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE QAPITAL SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.
20. Limitations on Qapital’s Liability
QAPITAL SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS (OR LACK OF ACCESS) TO THE QAPITAL SERVICE, YOUR USE (OR NON-USE) OF THE QAPITAL SERVICE, OR ANY MATTER RELATING TO THESE TERMS AND CONDITIONS, EVEN IF QAPITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS AND CONDITIONS, QAPITAL’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $500.00 (FIVE HUNDRED UNITED STATES DOLLARS), EXCEPT ONLY TO THE EXTENT ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR OTHER CAUSE FOR WHICH APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION.
TO THE FULLEST EXTENT PERMITTED BY LAW, QAPITAL WILL NOT ACCEPT OR HAVE ANY LIABILITY IN THE EVENT OF UNAUTHORIZED USE OF YOUR QAPITAL ACCOUNT, THE CONDUCT OF FRAUDULENT OR ILLEGAL ACTIVITIES VIA YOUR QAPITAL ACCOUNT, ANY INABILITY TO TRANSACT OR PROBLEMS RELATED TO POOR INTERNET ACCESS, MOBILE DEVICE OR COMPUTER FAILURE OR OTHER COMMUNICATION ISSUES, OR ANY ISSUES RELATED TO THE TIMELY EXECUTION OF A PAYMENT, TRANSFER, DEPOSIT OR SIMILAR.
YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE MERITS AND RISKS ASSOCIATED WITH THE USE OF THE QAPITAL SERVICE, INCLUDING ANY INVESTMENT ADVISORY SERVICES PROVIDED THROUGH THE QAPITAL SERVICE, BEFORE MAKING ANY INVESTMENT OR OTHER DECISION BASED UPON THE SAME. YOU AGREE THAT QAPITAL SHALL NOT BE LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD QAPITAL LIABLE, FOR ANY POSSIBLE CLAIM FOR DAMAGES ARISING FROM ANY DECISION YOU MAKE BASED ON YOUR USE OF THE QAPITAL SERVICE OR ANY RELATED CONTENT. NOTWITHSTANDING THE FOREGOING, OR ANYTHING ELSE TO THE CONTRARY IN THESE TERMS AND CONDITIONS, NOTHING MODIFYING RESTRICTING, OR ELIMINATING THE DUTIES OR LIABILITIES OF QAPITAL INVEST SHALL APPLY TO, OR IN ANY WAY LIMIT, THE DUTIES (INCLUDING STATE LAW FIDUCIARY DUTIES) OR LIABILITIES WITH RESPECT TO MATTERS ARISING UNDER THE FEDERAL SECURITIES LAWS.
YOUR ELECTION TO USE THE QAPITAL SERVICE IS SUBJECT TO ALL AGREEMENTS OR DOCUMENTATION REQUIRED TO BE ENTERED INTO OR ACKNOWLEDGED BY YOU IN CONNECTION THEREWITH, INCLUDING, WITHOUT LIMITATION YOUR ACCEPTANCE OF DOCUMENTS WITH RESPECT TO YOUR QAPITAL ACCOUNT AND ANY SEPARATE AGREEMENTS RELATING TO QAPITAL INVEST.
QAPITAL RESERVES THE RIGHT TO CANCEL OR RESTRICT YOUR ACCESS TO THE QAPITAL SERVICE WITHOUT NOTICE TO YOU. QAPITAL IS NOT RESPONSIBLE FOR DAMAGES SUFFERED BY YOU OR ANY INCONVENIENCE CAUSED DIRECTLY OR INDIRECTLY BY OUR SUSPENSION OR TERMINATION OF YOUR ACCESS TO THE QAPITAL SERVICE.
By accepting these Terms and Conditions, you agree to indemnify, defend, and otherwise hold harmless Qapital, LLC, Qapital Invest, LLC and each of their respective affiliates and each of their respective officers, directors, employees, agents, partners and representatives from any and all losses and damages (whether direct, indirect, incidental, special, consequential, punitive or exemplary) and costs and expenses (including reasonable attorneys’ fees and expenses) arising out of or relating to: (i) your use or misuse of the Qapital Service, (ii) unauthorized access to or alteration of your communications with or through the Qapital Service, (iii) any mismatched, incorrect, or incomplete identifying information regarding your Funding Source or in payment instructions for any ACH transfer, or (iv) any breach of these Terms and Conditions.
IN THE EVENT THAT YOUR QAPITAL ACCOUNT HAS A DEFICIT (I.E. A NEGATIVE BALANCE) AT ANY TIME FOR ANY REASON, QAPITAL SHALL HAVE THE RIGHT, IN ITS SOLE DISCRETION, TO CLOSE THE ACCOUNT WITHOUT PRIOR NOTICE. YOU AGREE TO BE RESPONSIBLE FOR, AND PROMPTLY PAY TO QAPITAL, THE AMOUNT OF ANY DEFICIENCY IN ANY SUCH QAPITAL ACCOUNT. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS (INCLUDING THE PARAGRAPH ABOVE REGARDING GENERAL INDEMNIFICATION), IN THE EVENT THAT QAPITAL (THROUGH ITSELF OR A THIRD PARTY ACTING ON ITS BEHALF) ELECTS TO PURSUE RECOUPMENT OF THE DEFICIT IN ANY ACCOUNT, SUCH DEFICIT SHALL ESTABLISH THE AMOUNT OF YOUR INDEBTEDNESS OWING TO QAPITAL. YOU AGREE TO REIMBURSE AND HOLD QAPITAL HARMLESS FOR ALL ACTIONS, OMISSIONS, COSTS, EXPENSES, FEES (INCLUDING, BUT NOT LIMITED TO, ATTORNEY’S FEES AND ANY EXPENSES), PENALTIES, LOSSES, CLAIMS OR LIABILITIES ASSOCIATED WITH ANY SUCH DEFICIT IN YOUR ACCOUNT AND ANY ACTION TAKEN BY QAPITAL TO RECOUP THE SAME.
22. Term and Termination
If you do not make use of the Qapital Service for a designated amount of time, applicable Law may require Qapital to report these funds in your account as unclaimed property. Should this occur, we may try to locate you at the contact information you provided to us. If our attempts fail and we cannot locate you, we may be required, depending on state Law, to report your funds as unclaimed property. The designated amount of time to report the funds as unclaimed varies, based on the state, but typically falls in a range of two to five years.
23. Governing Law and Forum for Disputes
These Terms and Conditions, and your relationship with Qapital under these Terms and Conditions, shall be governed by the laws of the State of New York without regard to conflicts of law principles. Any dispute with Qapital, or its officers, directors, employees, agents or affiliates, arising out of or relating to these Terms and Conditions shall be resolved exclusively through arbitration as set forth in the Section below, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case the parties may seek such relief from the United States District Court for the Southern District of New York or any other court of competent jurisdiction. Any such relief granted by the court shall remain in effect only until an arbitrator can be empaneled and determine whether such relief should be continued, modified or terminated. You understand that, in return for agreement to this provision, Qapital is able to offer the Qapital Service on the terms designated. Your assent to this provision is an indispensable consideration to these Terms and Conditions.
24. BINDING ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THESE “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” PROVISIONS CAREFULLY, BECAUSE THEY REQUIRE YOU TO ARBITRATE ALL DISPUTES WITH QAPITAL AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF. WHILE YOU MUST AGREE TO THESE PROVISIONS AS TO ANY AND ALL CLAIMS, THERE IS AN OPTION, DESCRIBED BELOW, TO OPT OUT OF RETROACTIVE APPLICATION OF THE ARBITRATION AND CLASS WAIVER PROVISIONS TO ANY EXISTING CLAIMS. THE OPTION TO OPT OUT IS TIME-LIMITED TO THIRTY (30) DAYS AND REQUIRES YOUR IMMEDIATE ATTENTION.
THESE PROVISIONS GENERALLY PRECLUDE YOU FROM BRINGING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST QAPITAL. THEY ALSO PRECLUDE YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY PAST, PENDING, OR FUTURE CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST QAPITAL BY SOMEONE ELSE. ARBITRATION PRECLUDES YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.
Qapital seeks to address all the concerns of its customers without the need for a formal legal dispute. Before filing a claim against Qapital, you agree to try to resolve any Dispute (as defined below) informally by contacting email@example.com. Similarly, if you have provided an email address to us as part of your Account registration, Qapital agrees to do the same. If a Dispute is not resolved within 30 days after the email noting the Dispute is sent, you or Qapital may initiate an arbitration proceeding as described below.
Arbitration shall be before a single arbitrator conducted in the English language under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and the Supplementary Procedures for Consumer Related Disputes in effect at the time arbitration is sought. The Arbitration shall be held in in New York, New York, U.S.A., or, at your election, will be conducted telephonically or via other remote electronic means. This Section 24 shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms and Conditions. You and Qapital shall appoint as sole arbitrator a person mutually agreed by you and Qapital or, if you and Qapital cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. If you assert a Dispute as an individual, you will only be required to pay $250 of the fees charged in connection with any arbitration under this section, and Qapital will bear all other costs charged by the arbitrator, including any remaining Case Management Fee and all professional fees for the arbitrator’s services. You will still be responsible for paying your own attorneys’ fees and costs, except that the substantially prevailing party shall be entitled to an award of reasonable attorneys’ fees and costs incurred in connection with the arbitration (the reasonableness of any fees to be as determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these Terms and Conditions or to award punitive damages; this limitation includes but is not limited to the exclusion of any damages pursuant to federal or state statutes permitting multiple or punitive awards.
YOU ARE WAIVING YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. Whether any dispute is heard in arbitration or in court, the parties agree that any claims brought by them must be brought in that party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, class action, or class arbitration. You hereby waive any and all rights to bring any claims related to any Disputes as a plaintiff or class member in any purported class or representative proceeding or to participate in any class action. You may bring claims only on your own behalf. By accepting this agreement, you give up your right to participate in any past, pending or future class action or any other consolidated or representative proceeding, including any existing as of the date of you agreed to these Terms and Conditions. In the event that, notwithstanding the foregoing, more than 25 individuals assert substantially similar claims in arbitration demands filed against Qapital, those arbitration proceedings shall be consolidated into a single proceeding before a single arbitral panel.
Whether to agree to arbitration is an important decision. It is your decision to make, and you ARE NOT REQUIRED TO rely solely on the information provided in these Terms and Conditions. You should take reasonable steps to conduct further research and to consult with counsel (at your expense) regarding the consequences of your decision.
LIMITED OR COMPLETE OPTION TO OPT OUT. YOU MAY OPT OUT OF THE APPLICATION OF THIS ARBITRATION PROVISION AND CLASS ACTION WAIVER. IF YOU DO NOT OPT-OUT, THESE TERMS WILL APPLY TO ALL CLAIMS YOU HAVE POSSESSED OR MAY POSSESS, WHETHER ASSERTED TO DATE OR NOT. IN ORDER TO EXERCISE YOUR OPTION, YOU MUST DO SO BY FOLLOWING THE INSTRUCTIONS BELOW. NO OTHER ACTION OR METHOD FOR OPT OUT SHALL BE EFFECTIVE. THE OPTION SHALL ONLY BE EFFECTIVE TO THE EXTENT YOU HAVE NOT PREVIOUSLY AGREED TO ARBITRATION AND CLASS WAIVER PROVISIONS WITH QAPITAL. QAPITAL RESERVES AND DOES NOT WAIVE ANY RIGHT TO ASSERT ANY EARLIER TERMS AND CONDITIONS INCLUDING ANY EARLIER ARBITRATION AND CLASS WAIVER PROVISIONS.
PROCEDURE TO OPT OUT OF RETROACTIVE APPLICATION. IF YOU DO NOT WISH TO AGREE THAT THIS ARBITRATION AND CLASS ACTION WAIVER AGREEMENT SHALL APPLY, YOU MUST, WITHIN THE THIRTY (30) DAY PERIOD FOLLOWING YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS, SEND AN E-MAIL TO LEGAL@QAPITAL.COM CONTAINING YOUR FULL NAME, ADDRESS, AND THE WORDS “OPT OUT” IN THE BODY OR SUBJECT LINE OF THE EMAIL.
Even if you opt out of this arbitration agreement, you will remain subject to and bound by any prior arbitration agreements or provisions you previously agreed to with Qapital. For users who do not opt out, to the extent these Terms and Conditions in any way conflict with any prior agreement, these Terms and Conditions control.
You and Qapital agree that any claims or lawsuits, regardless of form, arising out of or related to any Dispute must BE FILED within ONE (1) YEAR of the action, omission, event or occurrence giving rise to the claim or suit, after which such claims will be time-barred and prohibited, without regard to any longer period of time which may be provided by any period of limitation or repose by law or statute. Each party shall bear its own costs in the arbitration proceeding. If any portion of this section entitled “Binding Arbitration and Class Waiver” is determined by a court to be inapplicable or invalid, then the remainder shall still be given full force and effect.
These Arbitration provisions will survive the termination of your relationship with Qapital.
25. Automated Clearing House Transactions
You acknowledge that it is your responsibility to provide correct payment instructions for your Funding Source to Qapital and its third-party service providers when requested in connection with the Qapital Service. You agree to be bound by the National Automated Clearing House Association operating rules and any applicable local ACH operating rules. You acknowledge that mismatched, incorrect, or incomplete identifying information regarding your Funding Source or in payment instructions to make a deposit or pay subscription fees may result in an ACH transfer being rejected, lost, posted to an incorrect account or returned to the bank that maintains your Funding Source without notice to you. You agree that Qapital and/or its third-party service providers may request and that Qapital and/or its third-party service providers may make ACH transfers solely by reference to the account number of the recipient. Qapital and its third-party service providers shall not be obligated to determine whether there is a discrepancy relating to names or account numbers in transfers between your Qapital Account and your Funding Source.
26. Qapital Invest
Qapital Invest is registered with the SEC as a Registered Investment Adviser. The information provided on this website or elsewhere via the Qapital Service is for informational and general educational purposes only and is not investment or financial advice. Past performance is no guarantee of future results. Any historical returns, expected returns or probability projections are hypothetical in nature and may not reflect actual future performance. Except as specifically indicated otherwise in such content, the content provided on this website or elsewhere via the Qapital Service does not constitute a complete description of Qapital Invest’s investment advisory services. For more details, see Qapital Invest’s Form CRS and Form ADV, Part 2 here. Brokerage services are provided to Qapital Invest’s clients by Apex Clearing Corporation, an SEC-registered broker-dealer and member FINRA/SIPC. Nothing on this website or provided via the Qapital Service should be considered an offer, solicitation of an offer, or advice to buy or sell securities. Registration with the SEC does not imply any particular level of skill or success, nor has any information provided by Qapital Invest been approved or endorsed by the SEC.
27. Platform Provider Rules
If you have downloaded the Qapital App from the Apple, Inc. (“Apple”) App Store or if you are using the Qapital Service on an iOS device, you acknowledge that you have read, understood and agree to the following notice regarding Apple. These Terms and Conditions are between you and Qapital only, not with Apple, and Apple is not responsible for the Qapital Service and the content thereof. Apple has no obligation whatever to furnish any maintenance and support services with respect to the Qapital Service. In the event of any failure of the Qapital Service to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the Qapital App to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation whatever with respect to the Qapital Service. Apple is not responsible for addressing any claims by you or any third party relating to the Qapital Service or your possession or use of the Qapital Service, including: (1) product liability claims; (2) any claim that the Qapital Service fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Qapital Service infringes that third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Qapital Service. Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms and Conditions, and upon your acceptance of these Terms and Conditions, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms and Conditions against you as a third-party beneficiary of these Terms and Conditions. You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
If any portion of these Terms and Conditions is deemed invalid, unlawful, void or for any reason unenforceable by any arbitrator or court of competent jurisdiction, these Terms and Conditions as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of these Terms and Conditions that is unlawful, void or unenforceable shall be stricken from these Terms and Conditions, and that portion deemed invalid, unlawful, void, or unenforceable shall not affect the validity and enforceability of any remaining provisions.
29. Waiver, Survival, and Other Agreements
You agree that if Qapital does not exercise or enforce any legal right or remedy which is contained in these Terms and Conditions, this will not be taken to be a formal waiver of Qapital’s rights and that those rights or remedies will still be available to Qapital.
All covenants, agreements, representations and warranties made in these Terms and Conditions shall survive your acceptance of these Terms and Conditions and the termination of these Terms and Conditions.
These Terms and Conditions represent the entire understanding and agreement between you and Qapital regarding the subject matter of the same, and supersede all other previous agreements, including any prior version of the Qapital Terms and Conditions. Each of the entities in the Qapital company group that are not a party to these Terms and Conditions, including without limitation Qapital Stack, Inc. and Qapital Insight Technology AB, are intended third-party beneficiaries of these Terms and Conditions and shall therefore be entitled to the benefit hereof and to enforce the terms and conditions hereof in each of their respective names as if each of them were each a party hereto.
30. Legal Notice for New Jersey Residents
If you are a New Jersey resident, no provision in these Terms and Conditions, including the Limitations of Liability, will apply to you if the provision limits your remedies to the extent we were negligent or reckless or we have breached any obligation to you and caused you damage.