Qapital Terms & Conditions
Effective Date: April 7, 2022
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) you (“you”), and (ii) Qapital, LLC, a Delaware limited liability company (“Qapital, LLC”) and (for investment accounts) Qapital Invest, LLC, a Delaware limited liability company (“Qapital Invest”). 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 Qapital Service is offered and available to users who are 18 years of age or older, have the legal capacity to form a binding contract with Qapital, and are 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 and all applicable laws and regulations. If the foregoing sentence isn’t true, you may not access or use the Qapital Service.
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 LIMITS CLASS ACTION CLAIMS (SEE “AGREEMENT TO ARBITRATE”).
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 such changes shall not apply to any fee-bearing subscriptions to the Qapital Service which are then in effect until the start of the next subscription period following the date of the changes.
YOU HEREBY ACKNOWLEDGE THAT QAPITAL IS NOT A BANK, NOR IS IT A FINANCIAL PLANNER, BROKER OR ASSET MANAGER. THE QAPITAL SERVICE IS MERELY A TOOL TO ASSIST YOU IN YOUR FINANCIAL PLANNING AND DECISION-MAKING. YOU ARE SOLELY RESPONSIBLE FOR YOUR SAVINGS, INVESTMENT AND SPENDING DECISIONS.
1. Scope of Service
Qapital may alter, suspend, or discontinue the Qapital Service, in whole or in part, at any time and for any reason, without notice. We may restrict access to portions of our Qapital Service, for some or all users, from time to time. The Qapital Service may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons. You are responsible for obtaining any equipment and internet service necessary to access the Qapital Service and for paying for the equipment and service you select.
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). Together with our goals and rules, and any 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 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. 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 terminate your account and refuse any and all current or future use of the Qapital Service by you.
b. 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 explicitly consent to receive emails, push notifications and text messages from us regarding the Qapital Service. 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 our service offerings from us and our partners. You may opt-out from receiving certain of such correspondence by emailing firstname.lastname@example.org, selecting to unsubscribe as may be provided in the applicable correspondence, or updating your notification settings within the Qapital App. To opt out of correspondence and notifications associated with your Qapital investment account (your “Invest Account”), in addition to updating your notification settings within the Qapital App, you may also email email@example.com.
3. Fees & Payments
Your third-party external financial account designated in your account on the Qapital Service is called your “Funding Source”. Each of your Qapital goals account (your “Goals Account”), your Qapital spending account (your “Spending Account”) and your Invest Account (if any) may be referred to herein individually as your “Qapital Account” and collectively as your “Qapital Accounts”.
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 notwithstanding any then-applicable payment arrangement, 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, or for some users, 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.
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/spending. Current fees and incentives associated with your Invest Account can be found at https://www.qapital.com/investing.
f. Payment of Fees. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ANY FEES AND FOR PROVIDING QAPITAL WITH A VALID PAYMENT METHOD FOR PAYMENT OF ALL FEES THROUGH ONE OF THE METHODS THAT WE LIST ON THE QAPITAL SERVICE FROM TIME TO TIME. You agree to pay Qapital, directly or via its designated third-party payment processor, all applicable Subscription Fees and any other fees as they become due plus all applicable related taxes. By using any portion of the Qapital Service that we offer for a fee, either on a one-time or subscription basis, you authorize Qapital to process your payment directly from your Funding Source. Notwithstanding anything set forth in these Terms and Conditions to the contrary, if Qapital is unable to collect your 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 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.
g. 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.
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. 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 license and right to (i) copy, store and use that User Content for the purpose of providing you with the Qapital Service; (ii) modify the User Content to remove identifiers of you and any other individuals or companies, aggregate such information (“Aggregated Data”) and copy, store and use such Aggregated Data; and (iii) use your User Content in perpetuity 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 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.
d. User Content Representations. You represent and warrant that: (i) you own the User Content submitted and used by you on or through the Qapital Service or otherwise have the right to grant the rights and licenses set forth in these Terms and Conditions; (ii) 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 (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of User Content you submit or use on or through the Qapital Service.
e. 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 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.
g. Required Disclosures. 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 or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the terms of these Terms and Conditions; (c) respond to claims that any User Content violates the rights of third parties in accordance with these Terms and Conditions; and/or (d) protect the rights, property, or personal safety of Qapital users, its representatives and/or agents, or the public.
h. Notice of Copyright Infringement. Qapital does not permit copyright infringement to occur on the Qapital Service and may remove any content of any kind, for example, if properly informed that certain User Content infringes upon another’s copyright rights. 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 laws or for any illegal purpose, including, without limitation, any laws 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, without Qapital’s express written consent, which may be withheld in Qapital’s sole discretion;
- 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 Accounts not linked to the Qapital Visa® Debit Card: If you select a Qapital Basic account, which includes a Goals Account (your “Basic Account”), any funds that you direct to be transferred from your Funding Source to Qapital, either manually via the Qapital App or in accordance with savings rules (“Rules”) you have established via the Qapital App, will be held by Qapital for your benefit in an FDIC-insured “FBO” account maintained at one of Qapital’s Partner Banks. You will not be entitled to any interest or other earnings that may accrue with respect to the funds held on your behalf by Qapital in the 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 Qapital holds on your behalf in the FBO account.
We may from time to time move your “FBO” Goals Account funds from your Goals Account to a custodial account at another depositary institution, 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 Visa® Debit Card Accounts: If you select a Qapital Complete subscription (your “Complete Account”) or a Qapital Master subscription (your “Master Account”), the associated account funds will be held by LSB in one or more interest-bearing account(s). 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. The Qapital Visa® Debit Card 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.
c. Qapital Invest: By selecting a Complete Account or Master Account and unlocking Qapital Invest, you agree that you are also applying for and opening a Goals Account and Spending Account held by LSB (or another of our Partner Banks), 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 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.
In addition, 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 an interim non-interest-bearing account in your name at one of our Bank Partners, 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 Accounts 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 firstname.lastname@example.org with respect to your Goals Account or Spending Account, or email@example.com with respect to your Invest Account.
e. Changing your Membership Plan. You may elect to change your membership plan at any time, which change shall take effect immediately and the applicable subscription fee associated therewith will be reflected on your next billing cycle. If you elect to change your membership plan from a Complete Account or Master 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 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 recent 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 Accounts. 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 Services 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, Manual 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 three (3) 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 Accounts 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 Accounts 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 any of your Qapital Accounts 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, to prevent your goals from being disclosed to unknown funding sources, and to verify external Funding Source account ownership.
One of two methods are used to successfully verify a Funding Source:
(1) 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; OR
(2) the external funding source will be accessed by our data integration partner and ownership and ACH support will be verified.
11. Shared Goals; Dream Team
Qapital provides its Clients with the ability to share their respective savings goals and send messages between Clients sharing the same savings goal. Where you share your savings goals through use of the Qapital Service, all Clients sharing that specific savings goal will have the ability to view the total saved by others sharing that savings goal as well as the transaction detail of money saved toward that savings goal. You agree that in inviting others to share one of your goals that others sharing that savings goal will be able to view the amount of your savings, solely as it applies to that savings goal. You agree that by accepting an invitation to share a savings goal, others sharing that savings goal will be able to view your data, solely as it applies to that savings goal.
As a part of the Qapital Service, Qapital may also provide you with access to Qapital Dream Team; the ability to share your Goals and Spending Account information with other Qapital account holders that you designate, such as family members (“Dream Team Partners”). When you sign up for Qapital Dream Team, such Dream Team Partners 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 account at your initiation. You understand that when you send the payment, 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 pre-paid memberships to the Qapital Service for a fixed period of time. A person who purchases the gift is referred to in these terms 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 subscriptions 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. Gifting codes can only be used once and cannot be redeemed for cash, resold or combined with any other offers, including free trials. We will automatically charge the Giftor for any purchased Gift Membership at the time of purchase, not delivery. There are no refunds or other credits for Gift Membership that are not 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.
13. Qapital Savvy Shopping
As part of the Qapital Service, Qapital may provide you access to Qapital Savvy Shopping (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 13, “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 13). 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 Qapital Goals account to be eligible to earn Rewards. Users who do not complete the signup process and create a Qapital 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
You agree Qapital may access any account you have set up through our third-party processor 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 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, “unsolicited ideas”), you agree that: (1) your unsolicited ideas become the property of Qapital and you are not owed any compensation in exchange; (2) none of the unsolicited ideas contain confidential or proprietary information of any third party; (3) Qapital may use or redistribute unsolicited ideas for any purpose and in any way; (4) there is no obligation for Qapital to review your unsolicited ideas; and (5) Qapital has no obligation to keep any unsolicited ideas confidential.
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 TO THE QAPITAL SERVICE, YOUR USE OF THE QAPITAL SERVICE, OR 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 TO THE EXTENT ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR OTHER CAUSE FOR WHICH APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION.
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 TERMINATION OF YOUR ACCESS TO THE QAPITAL SERVICE.
TO THE FULLEST EXTENT PERMITTED BY LAW, QAPITAL WILL NOT ACCEPT OR HAVE ANY LIABILITY IN THE EVENT OF UNAUTHORIZED USE OF YOUR QAPITAL ACCOUNTS, THE CONDUCT OF FRAUDULENT OR ILLEGAL ACTIVITIES VIA YOUR QAPITAL ACCOUNTS, 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 NOT 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. YOUR ELECTION TO ENGAGE THE QAPITAL SERVICE IS SUBJECT TO ALL DOCUMENTATION REQUIRED TO BE ENTERED INTO BY YOU IN CONNECTION THEREWITH, INCLUDING, WITHOUT LIMITATION YOUR ACCEPTANCE OF DOCUMENTS WITH RESPECT TO YOUR QAPITAL ACCOUNTS AND ANY SEPARATE AGREEMENTS RELATING TO QAPITAL INVEST.
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 or resulting from; (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 ANY 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
Until your access to the Qapital Service is terminated by either you or Qapital, these Terms and Conditions will remain in force. You may terminate your Goals Account and your Spending Account by notifying Qapital via email at firstname.lastname@example.org, and your Invest Account by notifying Qapital via email at email@example.com, of your intention to terminate. WE NOTE THAT SIMPLY DELETING THE QAPITAL APP FROM YOUR MOBILE DEVICE DOES NOT TERMINATE ANY QAPITAL ACCOUNT, NOR DOES IT STOP ANY RULES YOU HAVE ESTABLISHED. If you wish to terminate your Qapital Accounts or pause or stop your Rules, that must be done by you within the Qapital App or by contacting Qapital by email as described above.
Qapital may suspend or terminate your Goals Account, Spending Account and/or your Invest Account at any time as described in Section 7. In the event of termination by you or by us, Qapital will endeavor to delete your User Profile and deactivate your login within forty-eight (48) hours.
If you do not make use of the Qapital Service for a designated amount of time, applicable laws 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 under or in relation 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 Qapital may seek such relief in any court with jurisdiction over the parties. 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. Agreement to Arbitrate
Notwithstanding any provision in these Terms and Conditions to the contrary, you and we agree that if we make any change to the arbitration procedures set forth herein (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against Qapital prior to the effective date of the change. Moreover, if we seek to terminate the arbitration procedures from these Terms and Conditions, such termination shall not be effective until 30 days after the version of these Terms and Conditions not containing the arbitration procedures is posted to the Qapital Service, and shall not be effective as to any claim that was filed in a legal proceeding against Qapital prior to the effective date of removal.
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 any of your Qapital Accounts and your Funding Source.
26. Qapital Invest LLC
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. Brokerage services are provided to Qapital Invest 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.
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; provided, however, the foregoing severability provision does not apply to residents of New Jersey, who are instead subject to the provisions contained in the Legal Notice For New Jersey Residents Section.
28. 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.
29. Legal Notice for New Jersey Residents
Under the New Jersey Truth-in-Consumer Contract, Warranty and Notice ACT (“TCCWNA”), N.J.S.A. 56:12-14 et seq., consumers may not be offered any written contract which includes any provision that violates any clearly established legal right of a consumer, or responsibility of a seller, as established by state or federal law. In addition, under the TCCWNA, no consumer contract may state that any of its provisions are or may be void, unenforceable or inapplicable in some jurisdictions without specifying which provisions are or are not void, unenforceable or inapplicable in New Jersey. Therefore, the following provisions of these Terms and Conditions shall not be applicable to New Jersey residents: (1) in the Registration Section, in the Billing and Payment Policy Sub-Section of the Fees & Payments Section, in the User Content Authorization Sub-Section of the User Content Section, in the Timeliness and Accuracy of External Data Section, in the Disclaimer Sub-Section of the Alerts Section, in the Disclaimer Regarding Use of Mobile Devices Section, and in the Disclaimer of Representations and Warranties Section, the provision concerning limiting our liability for any loss or damage is not applicable to New Jersey residents to the extent we were negligent or have breached our obligation to you; (2) in the Limitations on Qapital’s Liability Section, (a) the provision concerning limiting our liability for any loss or damage is not applicable to New Jersey residents to the extent we were negligent or have breached our obligation to you, and (b) the provision concerning the exclusion or limitation of certain damages is not applicable to New Jersey residents with respect to punitive damages, loss of data, and loss of or damage to property; (3) in the Indemnification Section, the provision concerning the indemnification by you is not applicable to New Jersey residents unless you were negligent or have breached these Terms and Conditions; and (4) in the Agreement to Arbitrate Section, the provision concerning the exclusion or limitation of certain damages is not applicable to New Jersey residents with respect to punitive damages, loss of data, and loss of or damage to property.