The terms and conditions in this All of Us Master Customer Agreement (“Agreement”) are in addition to, and incorporate by reference, any other agreements between you and any and all of All of Us Financial Inc. and its subsidiaries and affiliates (collectively, “we” or “All of Us”), including any customer or account agreements and any other agreements that govern your use of mobile applications, software, products, goods, services, content, tools, and information provided by All of Us. In the event of a conflict between and among the foregoing agreements, each agreement will take precedence over all other conflicting terms with regard to its particular subject matter.
Notwithstanding the anything to the contrary in this Agreement, the duties and obligations of All of Us Securities, Inc. and you with respect to securities brokerage services are solely governed by the separate Securities Customer Agreement. You agree that your relationship as a securities brokerage customer of All of Us Securities, Inc. is separate and distinct from the other services offered by All of Us and its affiliates that are not securities brokerage services, and therefore are governed by this Agreement and other agreements.
You agree that by clicking “Submit”, “Join Now”, “Sign Up” or similar, registering, accessing or using our services (described below), you are agreeing to enter into a legally binding contract with All of Us Financial Inc. (even if you are using our Services on behalf of a company). If you are entering into this Agreement on behalf of a company, you represent and warrant you have authority to enter into contracts on its behalf. You further represent that you have the ability, generally, in the jurisdiction in which you are located to enter into and be bound by contracts. If you do not agree to this Agreement, do not click “Submit” (or similar) and do not access or otherwise use any of our Services. If you wish to terminate this Agreement, at any time you will need to close all of your accounts with All of Us and subsequently no longer access or use our Services.
Certain areas of our web site, the Services, and Content may require you to accept additional terms and conditions. Those additional terms, as supplemented by this Agreement, will govern use of those areas.
We recommend you print a copy of this Agreement and any updates using the print functionality of your browser and retain the copy for your records.
The following shall survive termination:
- Our rights to use and disclose your feedback and responses to solicitations of opinions and information
- The rights of our other members (the “Members”) to further re-share information and content you shared with them
- All of our disclaimers and limitations of liability set forth in this Agreement
- Your indemnities to us
- Our use of Your transactional data which we may then only utilize in anonymized form
- Our retention as well as anonymized use of historic information, explicitly including that required by the law or regulations
General
The All of Us websites and mobile applications (collectively, the “Service”) may include or make available certain content (the “Content”). Unless provided otherwise, the term “Services” will be deemed to include all Content. Content includes, without limitation: (1) account positions, balances, transactions, confirmations, and order history; (2) general news and information, commentary, research reports, educational material and information and data concerning the financial markets, securities and other subjects; (3) market data such as quotations for securities transactions and/or last sale information for completed securities transactions reported in accordance with federal securities regulations; (4) financial and investment interactive tools, such as alerts or calculators; (5) tax preparation, bill payment and account management tools; (6) company names, logos, product and service names, trade names, trademarks and services marks (collectively, “Marks”) owned by All of Us, and Marks owned by Third Party Providers (defined below); and (7) any other information, content, services, or software. Certain Content is furnished by third parties (each, a “Third Party Provider” and collectively, the “Third Party Providers”). Such Content (“Third Party Content”) includes, without limitation, any information, content, service or software made available by or through social media websites, blogs, wikis, online conferences, telecasts, podcasts, and other Channels (collectively, the “Channels”). Third Party Content may be available through framed areas or through hyperlinks to the Third Party Providers’ websites.
Your Agreed Commitments and Attestations
1) You will not provide false information
2) You will not create more than one personal (All of Us Member) account
3) If your account is disabled you will not create another one
4) You are of the legal age of majority in your country of residence
5) You will keep your information accurate and up to date
6) If you select a username or similar identifier for your User ID we reserve the right to remove or reclaim it if we at our sole discretion if we deem it is appropriate to do so.
7) You provide consent and all rights necessary to enable your devices and applications to synchronize with All of Us
You will comply with and observe all terms and conditions in this Agreement
Arbitration
This Agreement contains a pre-dispute arbitration clause. By signing an arbitration agreement, the parties agree as follows:
(1) All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
(2) Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
(3) The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
(4) The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
(5) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
(6) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
(7) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement.
- All disputes arising out of or concerning the existence, validity, interpretation or performance of this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") pursuant to its rules of arbitration. The arbitral panel shall consist of three (3) members, one to be appointed by the petitioning party, one to be appointed by the responding party and the third to be chosen by the two party-appointed arbitrators. The seat of the arbitration shall be the State of California and the evidentiary proceedings shall be conducted in San Francisco, California. The parties to the arbitration shall bear their own costs incurred in connection with the arbitration and share equally the fees and expenses of the arbitral panel and the costs of administration. The arbitral award shall be final and non-appealable and may be enforced in any court of competent jurisdiction.
- This agreement to arbitrate constitutes a waiver of the right to seek a judicial Channel unless such a waiver would be void under the federal securities laws. If I am a foreign national, non-resident alien, or if I do not reside in the United States, I agree to waive My right to file an action against You in any foreign venue.
- No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (1) the class certification is denied; or (2) the class is decertified; or (3) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.
- This arbitration clause does not govern disputes related to the securities brokerage services provided by All of Us Securities, Inc. Provisions for arbitration of such disputes, as defined therein, are set forth in the Securities Customer Agreement.
E-delivery of documents
You acknowledge that by accepting this Agreement you are consenting to electronic delivery of documents and communications, and you authorize All of Us and the Clearing Firm to deliver documents and communications by the following means: (a) emailing to the email address specified by you and on record with the Firm and the Clearing Firm; (b) posting a communication on the website or making available, either on the Firm’s website or sent via email, links to other sites (such as the Clearing Firm) on the Internet where the communication can be read and printed; (c) sending you an email or other notice that directs you to an address on the Internet or a place within the website where the communication is posted and from which it can be read and printed. You acknowledge and agree that as a broker-dealer, All of Us is authorized to contact your trusted contact person and disclose information about your account to address possible financial exploitation, to confirm the specifics of your current contact information, health status, or the identity of any legal guardian, executor, trustee, or holder of a power of attorney, or as otherwise permitted by FINRA Rule 2165.
Service Eligibility and Obligations to Maintain Eligibility
The Services are not available for use by anyone that is not a legal adult. You agree to: (1) choose a strong and secure password; (2) keep your password secure and confidential; (3) not transfer any part of your account (e.g., connections) and (4) follow the law. You are responsible for anything that happens through your account unless you close it or report misuse. If you share your username and password within anyone, you are responsible for their actions using your account.
Disclaimer and Limitations of Liability
The content and the service are provided on an “As Is” and “As Available” basis. To the fullest extent permitted under applicable law, All of Us and the Third Party Providers and our respective affiliates, directors, officers, employees, agents, licensors, vendors, and successors (collectively, the “All of Us Parties”) expressly disclaim all warranties of any kind with respect to the content and the service, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. The All of Us Parties do not guarantee the accuracy, timeliness, completeness or usefulness of the services and any content. You agree to use the content and the service only at your own risk.
The All of Us Parties do not explicitly or implicitly endorse or approve any Third Party Content. Third Party Content is provided for informational purposes only. All use of Third Party Content is at your sole risk. You are responsible for assessing the appropriateness and accuracy of all Third Party Content.
The Services and Content are not intended to provide financial, legal, tax or investment advice or recommendations. You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional regarding your specific situation.
The All of Us Parties will not be liable for any indirect, incidental, special consequential or exemplary damages, including, but not limited to, damages for loss of profits, revenue, income, goodwill, use, data or other intangible losses (even if the All of Us Parties have been advised of the possibility of such damages), resulting from: (1) the use of or the inability to use the content or the service; (2) the cost of procurement of substitute goods and services resulting from any goods, data, information or servides purchased or obtained or messages received or transactions entered into, through or from the service; (3) access to or alteration of your account, transmissions or data due to your conduct, inaction or negligence; or (4) any other matter relating to the content, the service, or this agreement. In any event, the total, aggregate liability of the All of Us Parties to you or any Third Party arising out of or in any way connected with this agreement, the services, and content shall not exceed one hundred dollars ($100.00). For the avoidance of doubt, no Third Party Provider will have any liability to you under this agreement, including with regard to the services and content, and you hereby waive all claims and damages, whether now known or later discovered, with regard to the Third Party Providers.
No Recommendations or Investment Advice
All of Us provides self-directed investors with self-directed brokerage services, and does not make recommendations or offer investment advice of any kind. You are solely responsible for evaluating the merits and risks associated with the use of any Content provided through the Service before making any decisions based on such Content. You hereby waive all claims and damages, whether now known or later discovered, against the All of Us Parties l arising from any decision you make based on the Content or other information made available to you through the Service or any Third Party Provider websites. Past performance data should not be construed as indicative of future results.
Content
Content posted on the Service is published as of its stated date or, if no date is stated, the date of first posting. Neither All of Us nor the Third Party Providers have undertaken any duty to update any such information.
All of Us does not prepare, edit, or endorse Third Party Content. All of Us does not guarantee the accuracy, timeliness, completeness or usefulness of Third Party Content, and is not responsible or liable for any content, advertising, products, or other materials on or available from third party sites.
You will not hold All of Us and/or any Third Party Provider liable in any way for (a) any inaccuracy of, error or delay in, or omission of the Content; or (b) any loss or damage arising from or occasioned by i) any error or delay in the transmission of such Content; ii) interruption in any such Content due either to any negligent act or omission by any party to any “force majeure” (e.g., flood, extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, equipment or software malfunction), or iii) to any other cause beyond the reasonable control of All of Us and/or Third Party Provider, or iv) non-performance.
Any price or information quotes may be delayed 20 minutes or longer, according to the rules and regulations applicable to exchanges and Third Party Providers. Neither All of Us nor the Third Party Providers make any representations, warranties or other guarantees as to the accuracy or timeliness of any price quotes. Neither All of Us nor the Third Party Providers make any representations, warranties or other guarantees as to the present or future value or suitability of any sale, trade or other transaction involving any particular security or any other investment.
Content is provided exclusively for personal and noncommercial access and use. No part of the Service or Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, web site or other medium for publication or distribution or for any commercial enterprise, without All of Us’s express prior written consent.
Termination; Modification
You agree that, without notice, All of Us may terminate this Agreement; or suspend your access to the Service or the Content, with or without cause at any time and effective immediately. This Agreement will terminate immediately without notice from All of Us if you, in All of Us’s sole discretion, fail to comply with any provision of this Agreement. All of Us shall not be liable to you or any third party for the modification, discontinuation, termination or suspension of the Service or the Content, or any claims related to such termination or suspension.
All of Us and/or the Third Party Providers may, in their sole discretion, discontinue or modify the Services or Content, or any portion thereof, at any time. You release and agree to indemnify and hold harmless All of Us Parties, for any loss or damages arising from or relating to such discontinuation or modification.
Acceptable Use
By using the Service or the Content, you consent to any form of recording and retention of any communication, information and data exchanged between you and All of Us or its representatives or agents.
Some communications made at or through All of Us’s Blogs, Channels, Surveys, or other All of Us social utilities (collectively “Channels”) may be widely available to all All of Us members. Neither All of Us nor the Third Party Providers screen, review, approve or endorse any Third Party Content available on or through these channels. Reliance on any Third Party Content available on or through the Channels is at your own risk. When discussing a particular company, stock or security in the Channels, you agree to reveal any ownership interest in such company, stock or security.
In using the Content and Services, you agree not to do any of the following:
- a) upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy (including, but not limited to, any address, email, phone number, or any other contact information without the written consent of the owner of such information), hateful, or racially, ethnically or otherwise objectionable;
- b) harm minors in any way;
- c) impersonate any person or entity, including, but not limited to, (i) a All of Us or Third Party Provider manager, employee, agent, or representative or (ii) Channel leader, guide or host;
- d) falsely state or otherwise misrepresent your affiliation with any person or entity;
- e) forge headers or otherwise manipulate identifiers in order to disguise the origin of any material;
- f) upload, post or otherwise transmit any material that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- g) upload, post or otherwise transmit any material that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party;
- h) upload, post, or transmit unsolicited commercial email or “SPAM,” including, but not limited to, unethical marketing, advertising, or any other practice that is in any way connected with SPAM, such as: (1) sending mass email to recipients who haven't requested email from you or with a fake return address; (2) promoting a site with inappropriate links, titles, or descriptions; or (3) promoting any site by posting multiple submissions in Channels that are identical;
- i) upload, post or otherwise transmit 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;
- j) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
- k) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, and any regulations having the force of law;
- l) “stalk” or otherwise harass another;
- m) collect or store personal data about other users of the Service;
- n) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty;
- o) promote, offer for sale or sell any security or item, good or service that i) violates any applicable federal, state, or local law or regulation, ii) you do not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary licenses and authorizations, or iii) All of Us or the Third Party Providers determine, in their sole discretion, is inappropriate for sale;
- p) use the Channels as a forwarding service to another website; or
- q) access or otherwise use the Channels in any unlawful manner, for any unlawful purpose or in violation of this Agreement.
Sharing
Our Services allow messaging and sharing of information in many ways. Information and content that you share or post may be seen by other Members. Where we have made settings available, we will honor the choices you make about who can see content or information.
Your License to All of Us
You own all of the content, feedback, and personal information you provide to us, but you also grant us a non-exclusive irrevocable, perpetual, fully paid-up, royalty-free, worldwide, transferable and sublicensable license to store, use, copy, modify, distribute, publish, process, and otherwise exploit, information and content that you provide through our Services and the services of others, without any further consent, notice and/or compensation to you or others. By submitting suggestions or other feedback regarding our Services to All of Us, you agree that All of Us can use and share (but does not have to) such feedback for any purpose, including the improvement of our products and services, without compensation to you. You agree to only provide content or information that does not violate the law nor anyone’s rights (including intellectual property rights). You also agree that your profile information will be truthful. All of Us may be required by law to remove certain information or content in certain countries.
When you publish content or information to the All of Us community, it means that you are allowing All of Us community members to access and use that information, and to associate it with you in those cases where you have not published content anonymously.
Limits on Our Service Obligations
We may change or discontinue any of our Services. We don’t promise to store or keep showing any information and content that you’ve posted.
All of Us is not a storage service. You agree that we have no obligation to store, maintain or provide you a copy of any content or information that you or others provide, except to the extent required by applicable law and as noted in our Privacy Policy.
By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. All of Us generally does not review content provided by our Members or others. You agree that we are not responsible for others’ (including other Members’) content or information. We cannot always prevent this misuse of our Services, and you agree that we are not responsible for any such misuse. Your sole remedy in the event you encounter any offensive or inappropriate materials is to cease use of the Services or Content.
We reserve the right to limit your Use of our Services. We reserve the right to restrict, suspend, or terminate your account.
External Links
All of Us and/or the Third Party Providers may provide links to other websites or resources. Because neither All of Us or the Third Party Providers have any control over such sites and resources, you acknowledge and agree that neither All of Us nor the Third Party Providers are responsible for the availability of such external sites or resources. All of Us and the Third Party Providers do not endorse and are not liable for any content, advertising, products, or other materials on or available through such sites or resources. You further acknowledge and agree that the All of Us Parties shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
Applicable Policies
In addition to this Agreement, your access to and use of the Content and the Service is subject to All of Us’s then-current policies relating to the Content and the Service, including, without limitation, the All of Us Privacy Policy available on the Service. You agree to be bound by these policies and all other All of Us policies applicable to the access and use of the Content and the Service.
By using the Service, you are consenting to have your personal data transferred to and processed by All of Us and its affiliates. As part of providing you the Service, All of Us may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Service, which you may not be able to opt-out from receiving.
Notices
You agree that We will provide notices and messages to you in the following ways: (1) within the Service, or (2) sent to the contact information you provided us (e.g., email, mobile number, physical address). You agree to keep Your contact information up to date. Please review your settings to control and limit messages You receive from Us.
Intellectual Property Rights
All of Us reserves all right, title and interest in and to its intellectual property associated with the Services. Using the Services does not give you any ownership to or rights in our Services or the content or information made available through our Services. You acknowledge that All of Us is the sole owner of its All of Us Marks and that other marks used in connection with the Services are the property of their respective owners. You agree that you will not use any of the All of Us Marks or other marks used in connection with the Services for any purpose without the prior express written consent of All of Us or the respective owners.
Automated Information Processing
We will use the information and data that you provide and that we have about Members to provide information and analytical summaries that may be useful to our members. In many cases you have the right to opt out of being included in these analyses and you can control your settings in your profile section. Keeping your profile accurate and up-to-date helps us to make these activities more accurate and relevant.
Indemnification
You will indemnify, defend, and hold harmless the All of Us Parties from and against any and all claims, demands, actions, causes of action, liabilities, fines, sanctions, suits, proceedings, losses, damages, costs, and expenses, including reasonable attorneys' fees, arising from or relating to your access and/or use of, or interaction with the Services and Content (including, without limitation, Third Party Content), or any act, error, or omission of your use of your account or any user of your account, in connection therewith, including, but not limited to, matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property; any defective product or any injury or damage to person or property caused by any products sold or otherwise distributed through or in connection with the Service; or violation of any applicable law.
Revisions; Entire Agreement
All of Us may at any time revise this Agreement by updating this document. You agree to be bound by subsequent revisions and agree to review our web site and this Agreement periodically for changes.
The most updated version of this Agreement will be available for your review under the “All of Us Master Customer Agreement” link that appears on the All of Us website and mobile application.
Your continued use of the Services will constitute your acceptance of any updates to the Agreement and your agreement to be bound by them.
This Agreement constitutes the entire understanding and agreement between the parties with respect to the transactions contemplated in this Agreement and supersedes all prior or contemporaneous oral or written communications with respect to the subject matter of this Agreement, all of which are merged in this Agreement. This Agreement may not be modified, amended or in any way altered except as provided in this Section. No amendment or modification proposed by you will be binding on All of Us unless executed in a separate writing signed by an officer of All of Us.
Applicable Law and Venue; Severability
You agree that this Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. Any legal action or proceeding arising under this Agreement will be brought exclusively in courts located in San Francisco, California, and you hereby irrevocably consent to the personal jurisdiction and venue therein. If any provision of this Agreement is deemed unlawful, void or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of the remaining provisions. If we fail to enforce any of this Agreement, it will not be considered a waiver. You will not transfer any of your rights or obligations under this Statement to anyone else without our consent. All of our rights and obligations under this Statement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. We reserve all rights not expressly granted to you. Nothing in this Statement shall prevent us from complying with the law. You will comply with all applicable laws when using or accessing All of Us.