Terms of Service

Updated 11/4/2021

Terms of Service

CommonStock, Inc. (“CommonStock,” “we,” “us,” or “our”) welcomes you. We invite you to access and use our proprietary CommonStock platform (the “Platform”) designed to allow users to track and share knowledge about investments. The Platform is made available to you via our website located at www.commonstock.com (the “Website”) and our mobile application (the “App”). To make these Terms of Service (the “Terms”) easier to read, the Website, the App, the Platform and the services offered by CommonStock through the Platform are collectively called the “Services”.  Please read these Terms and our Privacy Policy ( the “Privacy Policy”) carefully because they govern your use of the Services.


IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND COMMONSTOCK THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 21 “BINDING ARBITRATION” BELOW FOR DETAILS REGARDING ARBITRATION.


  1. AGREEMENT TO TERMS.
  2. By using our Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms. If you do not agree to any of these Terms, you may not access or use the  Services.


  3. PRIVACY POLICY.
  4. Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use and share your information.


  5. CHANGES TO THESE TERMS OR THE SERVICES.
  6. We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Services, or to modify these Terms, at any time and without prior notice. If we modify these Terms, we will post the modification on the Website and the App and/or provide you with other communications. By continuing to access or use the Services after we have posted a modification to the Terms, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services.


  7. DESCRIPTION OF SERVICES.
  8. The Services allow users to share investing knowledge by posting their insights and sharing their investment transactions with the community as well as chatting in groups about their investments, including securities, commodities, futures, and certain crypto- or virtual currencies (“Virtual Currencies”). The Services connect to participating third-party broker-dealers and virtual asset exchanges (each, a “Third-Party Broker/Exchange”), which also allow users to buy, sell, and invest together. 


  9. USERS.
    1. The Services are  available for individuals aged 18 years or older and capable of forming a binding contract with CommonStock, and not otherwise barred from using the Services under applicable law.
    2. In order to access and use the Services, you must register with us and become a member (“Member”). As a Member you will be able to: (i) create a profile; (ii) create and join groups and channels for exchanging investing ideas with other Members (“Groups”); (iii) link to certain Third-Party Brokers/Exchanges with whom you have an account in order to buy and sell securities, commodities, futures, and Virtual Currencies (collectively, “Investments”) by using your Third-Party Brokers/Exchanges; (iv) track your Investments; and (v) share your Investment information and post commentary and other content .

  10. SERVICES ACCOUNT AND MATERIALS; BROKERAGE ACCOUNT; TRANSACTIONS.
    1. Services Account. If you wish to register as a Member other than through a third-party login provider (e.g., Facebook), during the registration process we will ask you to create an account, which includes a sign-in name (“Sign-In Name”), a password (“Password”). We may also ask you to provide additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one user. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Services using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. CommonStock will not be liable for any loss or damage caused by any unauthorized use of your account. 
    2. Brokerage Account.  In order to use certain features of the Services, including authorizing Transactions (as defined below), Members must have an active account with a participating Third-Party Broker/Exchange (a “Brokerage Account”). Your Brokerage Account is subject to a separate agreement directly between you and the applicable Third-Party Broker. Under no circumstances will we have any liability for your Brokerage Account. You further acknowledge that we have no control over Third-Party Brokers/Exchanges and that you may be charged fees by the Third-Party Broker/Exchange. We are not responsible for any Third-Party Broker/Exchange fees. You are solely responsible for your use of the Third-Party Brokers/Exchanges’ services, and you agree to comply with all terms and conditions applicable to such services as required by the applicable Third-Party.
    3. Transactions. 
      1. The Services allow Members to purchase and sell certain Investments through their Brokerage Account (each, a “Transaction”). To enable you to make Transactions through the Services, you will be required to link your Brokerage Account to the Services. CommonStock processes Transaction requests according to the instructions it receives from its Members. By initiating a Transaction on the Services, you hereby authorize CommonStock to communicate with the applicable Third-Party Broker/Exchange  on your behalf and to send a message of the Transaction through to your Brokerage Account. Acceptance and execution of any Transaction is in the sole control and discretion of your Third-Party Broker/Exchange. Once a Transaction has been completed, the Investments will be placed in (or removed from) your Brokerage Account, and will be reflected in your Services account.
      2. CommonStock does not collect any funds, execute any Transactions, or otherwise act as a broker-dealer or cryptocurrency exchange, money transmitter, money services business, bank account, brokerage account, or other financial account. CommonStock merely communicates your purchase authorizations to Third-Party Broker/Exchange that complete the Transactions on your behalf. Although you may be able to find information about investment opportunities through the Services, we are not a party to any Transaction regarding any such opportunity. We strongly recommend that in connection with each Transaction, Members conduct their own due diligence. All messages sent using the Services are self-directed by you to your Third-Party Broker/Exchange . All orders are executed by Third-Party Brokers/Exchanges where Members have an existing account, and CommonStock is not responsible for the order routing or execution of any transaction. Any confirmations of such Transactions will be issued solely by the Member’s Third-Party Broker/Exchange. Members are solely responsible for any and all orders placed by them, and understand that all orders are unsolicited and based on their own investment decisions. COMMONSTOCK AND ITS AFFILIATES, EMPLOYEES, AGENTS, PRINCIPALS, OR REPRESENTATIVES DO NOT PROVIDE RECOMMENDATIONS OF ANY TRANSACTION OR ORDER, PROVIDE INVESTMENT ADVICE, ENDORSE ANY INVESTMENTS, PRODUCE OR PROVIDE RESEARCH TO ANY USER REGARDING ANY INVESTMENT, TRANSACTION OR ORDER, OR EXECUTE ANY TRANSACTIONS. 

      (d)Materials. YOU UNDERSTAND AND AGREE THAT THE SERVICES INCLUDE INFORMATION AND MATERIALS PROVIDED BY OTHER MEMBERS. ALL STATEMENTS AND/OR OPINIONS EXPRESSED IN SUCH MATERIALS ARE SOLELY THE OPINIONS OF THE MEMBER PROVIDING SUCH MATERIALS. WE ARE NOT RESPONSIBLE, OR LIABLE TO YOU OR ANY THIRD PARTY, FOR THE CONTENT OR ACCURACY OF ANY SUCH MATERIALS. In addition:

      • We make no attempt to confirm, and do not confirm, any Member’s purported identity. You are solely responsible for determining the identity and suitability of other Members with whom you may interact by means of the Services;
      • We make no representations, offer no assurances, and do not investigate any Member’s background, history, course of dealing, morality, or character, and you understand and agree that you assume the risk of any encounter or interaction with any other Member of the Services. We encourage all Members to communicate directly with other Members through the tools available on the Services and to review their profile pages for more information; and
      • We do not endorse any Members.

  11. USER CONTENT.
    1. Posting Content. Our Services allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Services, including information about Investments and Transactions,  is referred to as “User Content”. CommonStock does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
    2. Permissions to Your User Content. By making any User Content available through the Services, you hereby grant us a non-exclusive, transferable, worldwide, royalty-free license, with the right to grant sublicenses, to use, copy, publicly display, compile, combine with other content, modify (solely to conform such User Content to the technical requirements of the Services), and publicly perform all User Content you provide to us in any media now known or hereafter devised solely in connection with providing the Services, and the right, but not the obligation, to reproduce and use any such User Content, including, without limitation, your name, image, likeness, photograph, and Sign-In Name to advertise and promote the Services and/or CommonStock. Without limiting the foregoing, you acknowledge and agree that uses of your User Content, name, image, likeness, photograph, and Sign-In Name permitted by the foregoing rights and licenses may include the display of such materials adjacent to advertising and other material or content, including for profit.
    3. Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by CommonStock on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any Applicable Laws (as defined below), or our Community Guidelines (as defined below).
    4. Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
    5. Confidentiality. PLEASE NOTE THAT ALL USER CONTENT THAT YOU POST OR SHARE WITH OTHER MEMBERS THROUGH THE SERVICES WILL BE SEEN AND MAY BE USED BY OTHER MEMBERS, AND COMMONSTOCK CANNOT CONTROL HOW OTHER MEMBERS WILL USE SUCH USER CONTENT. THEREFORE, IF YOU HAVE ANY INFORMATION THAT YOU WOULD LIKE TO KEEP CONFIDENTIAL, THAT YOU DO NOT WANT OTHERS TO USE, AND/OR THAT IS SUBJECT TO THIRD-PARTY RIGHTS THAT MAY BE INFRINGED BY YOUR SHARING IT, DO NOT POST IT ANYWHERE ON OR THROUGH THE SERVICES. COMMONSTOCK IS NOT RESPONSIBLE FOR ANY MEMBER’S MISUSE OR MISAPPROPRIATION OF ANY IDEA, CONTENT, OR INFORMATION THAT YOU POST ON OR THROUGH THE SERVICES.

  12. COMMUNITY GUIDELINES.
  13. CommonStock’s community, like any community, functions best when its people follow a few simple rules. By accessing and/or using the Services, you hereby agree to comply with the following community rules and guidelines or those that may be posted on the Services from time to time (collectively, the “Community Guidelines”):

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

    We are not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with Applicable Laws. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law .


  14. COMMONSTOCK’S INTELLECTUAL PROPERTY.
  15. CommonStock and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. 


  16. FEEDBACK. 
  17. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). If you provide us with any Feedback, you grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose. 


  18. RIGHTS AND TERMS FOR APPS.
    1. App License. If you comply with these Terms, CommonStock grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means. 

    2. Additional Information: Apple App Store. This Section 12(b) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) 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 your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.


  19. DMCA/COPYRIGHT POLICY.
  20. CommonStock respects copyright law and expects its users to do the same. It is CommonStock’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see CommonStock’s Copyright Policy at www.commonstock.com/copyright, for further information.


  21. THIRD PARTY APPLICATIONS, WEBSITES OR RESOURCES.
    1. Third-Party Applications. If you install or enable any online, web-based applications provided by third parties that interoperate with the Services (“Third-Party Applications”) for use with the Services, you acknowledge that we may allow providers of those Third-Party Applications to access your information as required for the interoperation of such Third-Party Applications with the Services. We are  not responsible for any disclosure, modification, or deletion of your information resulting from any such access by Third-Party Application providers, and any such access and use of your information shall be subject to the privacy policies of such Third-Party Application providers.
    2. Third-Party APIs or Widgets. Certain feature of the Services may interoperate and/or integrate with third-party APIs or widgets. Such features depend on the continuing availability of such APIs or widgets. If these providers cease to make their API or widgets or program available on reasonable terms for the Services, we may cease providing such features without notice or liability.
    3. Links. The Services (including the App) may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

  22. WARRANTY DISCLAIMERS.
    1. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES.

    2. WE DO NOT EXECUTE ANY TRANSACTIONS. WE ONLY COMMUNICATE MEMBERS’  TRANSACTION INSTRUCTIONS TO THE RELEVANT THIRD-PARTY BROKER/EXCHANGE(S). WE DO NOT WARRANT THAT THIRD-PARTY BROKER/EXCHANGE(S) WILL RECEIVE THE INSTRUCTIONS OR EXECUTE THE TRANSACTIONS, AT ALL OR ON A TIMELY BASIS.

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

    4. NO INFORMATION OR CONTENT ON THE SERVICES SHALL BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SECURITIES OR PRODUCTS OR SERVICES OF ANY ENTITY. INVESTMENT OFFERS CAN ONLY BE MADE WHERE LAWFUL UNDER, AND IN COMPLIANCE WITH, APPLICABLE LAWS. THE SERVICES PROVIDE NO INVESTMENT OR OTHER ADVICE, AND NO INFORMATION OR MATERIAL AVAILABLE THROUGH THEM IS TO BE RELIED UPON FOR THE PURPOSE OF MAKING OR COMMUNICATING INVESTMENT OR OTHER DECISIONS. IN MAKING AN INVESTMENT DECISION, YOU MUST RELY ON YOUR OWN EXAMINATION OF THE INVESTMENT AND THE TERMS OF THE OFFERING. WE DO NOT ADVISE ON THE TAX CONSEQUENCES OF ANY INVESTMENT. TO THE EXTENT THAT PAST PERFORMANCE IS AVAILABLE THROUGH THE SERVICES, PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS, AND NO REPRESENTATION IS BEING MADE THAT ANY INVESTMENT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE ACHIEVED IN THE PAST, OR THAT SIGNIFICANT LOSSES WILL BE AVOIDED.

    5. Please note the following disclosures associated with Virtual Currencies:
      • Virtual Currencies are not legal tender, are not backed by the government, and accounts and value balances are not subject to federal deposit insurance corporation protections.
      • Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Virtual Currencies.
      • Transactions in Virtual Currencies may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.
      • Some Virtual Currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the customer initiates the transaction.
      • The value of a Virtual Currency may be derived from the continued willingness of market participants to exchange government-issued currency for that Virtual Currency, which may result in the potential for permanent and total loss of value of a particular Virtual Currency should the market for that Virtual Currency disappear.
      • There is no assurance that a person who accepts a Virtual Currency as payment today will continue to do so in the future.
      • The volatility and unpredictability of the price of virtual currencies relative to government-issued currencies may result in significant loss over a short period of time.
      • The nature of virtual currencies may lead to an increased risk of fraud or cyber-attack.

  23. LIMITATION ON LIABILITY.
    1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER COMMONSTOCK NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMMONSTOCK OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.&nbsli;
    2. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL COMMONSTOCK’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO COMMONSTOCK FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO COMMONSTOCK, AS APPLICABLE. 
    3. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMMONSTOCK AND YOU.

  24. INDEMNIFICATION.
  25. You will indemnify and hold CommonStock, its affiliates and their respective officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, (c) your violation of these Terms, or (d) any of your Transactions or Investments. We will provide notice to you of any such claim, dispute or demand. We reserve the right, at your expense, to assume the exclusive defense and control of any claim, dispute or demand that is subject to indemnification under this Section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.


  26. COMPLIANCE WITH APPLICABLE LAWS.
  27. The Services are based in the United States. We make no claims concerning whether the Services may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Services from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.


  28. TERMINATION.
  29. We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time via the Services interface. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 8(b), 8(c), 8(e), 9, 10, 11, 15, 16, 17, 19, 20, 21 and 22.


  30. GOVERNING LAW AND FORUM CHOICE.
  31. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York without regard to its conflict of laws provisions.Except as otherwise expressly set forth in Section 21 “Binding Arbitration,” the exclusive jurisdiction for all Disputes (defined below) that you and CommonStock  are not required to arbitrate will be the state and federal courts located in the State of New York, and you and CommonStock each waive any objection to jurisdiction and venue in such courts.


  32. BINDING ARBITRATION.
    1. Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and CommonStock agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and CommonStock are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms. 

    2. Exceptions. As limited exceptions to Section 21(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. 

    3. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by JAMS under the JAMS Comprehensive Arbitration Rules (the “JAMS Rules”) then in effect, except as modified by these Terms. The JAMS Rules are available at www.jamsadr.com or by calling 1-800-352-JAMS. A party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules.  JAMS provides a form Demand for Arbitration at www.jamsadr.com. 

    4. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

    5. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration, we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

    6. Injunctive and Declaratory Relief. Except as provided in Section 21(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

    7. Class Action Waiver. YOU AND COMMONSTOCK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

    8. Severability. With the exception of any of the provisions in Section 21(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.


  33. MISCELLANEOUS.
    1. Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between CommonStock and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between CommonStock and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without CommonStock’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. CommonStock may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
    2. Notices. Any notices or other communications provided by CommonStock under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
    3. Waiver of Rights. CommonStock’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of CommonStock. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

  34. CONTACT INFORMATION.
  35. If you have any questions or complaints about these Terms or the Services, please contact CommonStock at info@commonstock.com. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.