Last Updated: October 1, 2017
CLICK IPO SECURITIES, LLC, AN ARIZONA LIMITED LIABILITY COMPANY (“CLICK IPO” OR THE “COMPANY”), IS A BROKER-DEALER REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) AND A MEMBER OF FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC. (“FINRA”) AND THE SECURITIES INVESTOR PROTECTION CORPORATION (THE “SIPC”). CLICK IPO PROVIDES A WEBSITE AND MOBILE APPLICATION THROUGH WHICH ITS USERS MAY ACCESS THIRD PARTY INFORMATION AND MAY PLACE ORDERS WITH THEIR RESPECTIVE CONNECTED BROKERS. CLICK IPO DOES NOT HOLD BROKERAGE ACCOUNTS AND ACTS SOLELY AS A SELLING GROUP MEMBER FOR THE SECURITIES OFFERED IN ANY OFFERING. THE COMPANY WILL RECEIVE COMPENSATION FOR PARTICIPATING IN THE DISTRIBUTION OF SHARES OF NEW ISSUES TO OTHER BROKER DEALERS FOR ALLOCATION TO THEIR CUSTOMERS. YOU MUST HAVE A LINKED BROKERAGE ACCOUNT TO PURCHASE SHARES. SECURITIES ARE AVAILABLE VIA THE APP TO YOU THROUGH YOUR CONNECTED BROKER, WHICH IS RESPONSIBLE FOR SUPERVISION AND OVERSIGHT OF THE ACTIVITY IN YOUR LINKED BROKERAGE ACCOUNT. CLICK IPO HAS NO RESPONSIBILITY FOR THE SUPERVISION OR OVERSIGHT OF YOUR ACCOUNT, INVESTMENTS OR INVESTMENT STRATEGIES.
CLICK IPO HOLDINGS, LLC (“HOLDINGS”) IS THE PARENT COMPANY OF CLICK IPO AND IT OWNS THE PROPRIETARY TECHNOLOGY APPLICATION KNOWN AS CLICKIPOTM. HOLDINGS HAS GRANTED CLICK IPO A LICENSE TO USE THE CLICKIPOTM TECHNOLOGY, INCLUDING THE EXPRESS AUTHORITY TO LICENSE SUCH TECHNOLOGY FOR USE BY OTHER REGISTERED BROKER-DEALERS, INCLUDING YOUR CONNECTED BROKER.
NOTWITHSTANDING ANYTHING CONTAINED IN THESE TERMS OR ON THE APP OR THE SITE TO THE CONTRARY, THE APP, THE SITE, THE CONTENT, AND THE SERVICE ARE PROVIDED WITHOUT ANY WARRANTY AND SUBJECT TO YOUR AGREEMENT TO INDEMNIFY CLICK IPO ITS RELATED PARTIES AND CONNECTED BROKERS, AND TO LIMITATIONS ON CLICK IPO’S AND CONNECTED BROKERS LIABILITY (AS MORE SPECIFICALLY SET FORTH IN SECTIONS 13, 14 AND 15 BELOW). THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT HOW DISPUTES ARE RESOLVED.
These Terms and Conditions of Use (these “Terms”) are a binding legal contract between you (either an individual or a legal entity), on the one hand, and CLICK IPO, on the other, and will govern your use of the ClickIPOTM mobile application (the “App”), as well the https://clickipo.com/ website (the “Site”) and the services provided in connection with the App and the Site (collectively with the App and Site, the “Service”). These Terms are in addition to any other agreements between you, on the one hand, and CLICK IPO or your Connected Broker, on the other.
BY DOWNLOADING, INSTALLING, ACCESSING OR USING THE APP OR BY VISITING THE SITE OR USING THE SERVICE IN ANY WAY, INCLUDING, BUT NOT LIMITED TO, CREATING OR ACCESSING AN ACCOUNT, OR ACCESSING ANY INFORMATION PROVIDED ON THE SITE OR THE APP, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS, YOU ARE NOT AUTHORIZED TO DOWNLOAD, INSTALL, ACCESS, USE OR COPY THE APP OR TO OTHERWISE ACCESS OR USE THE SITE OR THE SERVICE. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT AND AUTHORITY TO AGREE TO THESE TERMS. THESE TERMS ARE IN ADDITION TO ANY OTHER AGREEMENTS BETWEEN YOU AND CLICK IPO, INCLUDING ANY OTHER AGREEMENTS THAT GOVERN YOUR USE OF PRODUCTS, SERVICES, CONTENT, TOOLS, AND INFORMATION AVAILABLE ON THE APP OR THE SITE. THESE TERMS DO NOT ALTER IN ANY WAY THE TERMS OR CONDITIONS OF ANY OTHER AGREEMENT YOU MAY HAVE WITH CLICK IPO, FOR THE SERVICE OR OTHERWISE.
All technical/customer support inquiries related to use of the App, the Site or the Service may be directed to:
Click IPO Securities, LLC
P.O. Box 21154
Mesa, AZ 85277
All inquiries related to an Offering listed on the App should be directed to your Connected Broker.
ACCEPTANCE OF TERMS AND CONDITIONS; UPDATES
YOUR ACCESS TO THE APP AND USE OF THE SERVICE
To use the App, you must download and install the App and become a registered user (“Registered User”) by creating an account and obtaining a password. To login to the App, you must explicitly accept these Terms. By clicking or tapping “Accept,” you affirmatively confirm your understanding, acceptance, and receipt of these Terms, and you acknowledge and demonstrate that you can access the Terms on your mobile device. Explicit acceptance is required in order to access your account(s) via the App. CLICK IPO creates an electronic record of your agreement. By downloading and installing the App, CLICK IPO will have access to certain information about your device, including the type of device, device identification number and operating system, and you consent to the storage and use of such information by CLICK IPO.
The App is offered for you to use for your own personal use without cost, currently, but you should be aware that you cannot (a) forward it to anyone else, (b) copy, or (c) modify the App, any part of the App, or CLICK IPO’s or Holdings’ trademarks in any way. You are not allowed to attempt to extract the source code of the App, and you are prohibited from translating the App into other languages or making derivative versions. The App itself, and all the trademarks, copyright, database rights and other intellectual property rights related to it, belong exclusively to Holdings, subject to its right to license such rights and usage.
In order to place an Order, you must link an existing brokerage account with a Connected Broker. If you do not have a brokerage account with a Connected Broker, you may attempt to open a brokerage account with a Connected Broker. The Company makes no representations or warranties to you regarding any Connected Broker. You are responsible for any fees assessed by your Connected Broker, and you acknowledge that CLICK IPO does not hold any brokerage account on your behalf. When you establish a Linked Brokerage Account, your Connected Broker will provide you with account details, as outlined in your agreement with your Connected Broker. Your Connected Broker may share certain of your personal and financial information with CLICK IPO to allow you to use the Service and participate in Offerings (including but not limited to name, postal address, email address, telephone number, account numbers and balances, securities holdings and trading history, or any other unique identifier specific to you that may be collected, stored or transferred in anticipation of, in connection with or incidental to using the Service) (“Personal Data”). CLICK IPO will endeavor to take appropriate security measures against unauthorized access to, or unauthorized alteration, disclosure or destruction of, all Personal Data. You consent to have your Personal Data transferred and processed by CLICK IPO via electronic or other means, as well as allowing Click IPO to generate reports, statistics or other analysis for use in improving and promoting its products and services, and for any additional use necessary to expand or implement new features. You further acknowledge that CLICK IPO has no responsibility for or control over your Connected Broker and its use of any Personal Data in its possession or control. You are responsible for the accuracy and correctness of information regarding your Linked Brokerage Account.
The Service is not available to citizens of the United States who are under 18 years old. By becoming a Registered User or accessing the App, the Site or the Service, you represent and warrant that: (a) if you are an individual, you are of legal age to form a binding contract, including these Terms, and that all Registration Information you submit is accurate and truthful; (b) if you are an entity using the Site, you duly formed, validly existing and in good standing in your state of organization or formation, have all requisite power and authority to enter into and perform under these Terms, and that the person or persons accepting these Terms and using the App, the Site or the Service on your behalf are each fully authorized to act on your behalf; (c) if you are using the App or the Service, you have the full authority, under the terms of any and all agreements that you have with your Connected Broker regarding your Linked Brokerage Account, to place Conditional Orders in connection with your Linked Brokerage Account; and (d) if using the App, the Site and the Service, that all information provided by you or any of your authorized representatives to your Connected Broker is true and correct and that you may be liable to CLICK IPO for any inaccuracies or misrepresentations contained in such information. If you are, or become aware, of any person under the age of 18 using the App or becoming a Registered User, please notify the Company immediately.
CLICK IPO may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
GENERAL TERMS & RESTRICTIONS OF USE
Use of the App and the Site. Subject to these Terms, you may access the App and the Site and use the Service solely to view information for your personal, informational, use or as expressly authorized by these Terms or in writing by CLICK IPO. You agree not to access the App or the Site or use the Service for any other purpose, including without limitation, any purpose that is prohibited by these Terms or by the laws, rules, regulations or ordinances of any relevant jurisdiction. You further agree to comply with all applicable federal, state, local and international laws, statutes, ordinances, regulations, rules, orders, contracts, and applicable licenses regarding your use of the App, the Site, and the Service. CLICK IPO may, in its sole discretion, terminate or suspend your access to and/or use of the App, the Site, or the Service, or any portion thereof, at any time, with or without notice and for any reason (or no reason). You agree that (a) if your authorization to access the App, the Site, or the Service is terminated, you will not thereafter access, attempt to access, or use the App, the Site, or the Service and (b) if your authorization to access the App, the Site, or the Service is suspended, you will not thereafter access, attempt to access, or use the App, the Site, or the Service until CLICK IPO expressly notifies you that your suspension is removed. All provisions of these Terms shall survive suspension or termination of your authorization.
The App is intended to be used on the most current, generally available version of your mobile device’s operation system and compatibility issues may be encountered when using older versions. At some point CLICK IPO may update the App. The App is currently available on Android and iOS – the requirements for both systems (and for any additional systems CLICK IPO decides to extend the availability of the App to) may change, and you may be required to download the updates if you want to keep using the App. CLICK IPO does not promise that it will always update the App so that it is relevant to you and/or works with the iOS/Android version that you have installed on your device. You promise to always accept updates to the App when offered to you. CLICK IPO may also wish to stop providing the App, and may terminate use of it, the Site and/or the Service at any time without giving notice of termination to you. Unless CLICK IPO tells you otherwise, upon any termination, (a) the rights and licenses granted to you in these terms will end; (b) you must stop using the App; and (c) (if needed) delete it from your device. CLICK IPO will never charge you directly for the App, the Site or the Service without additional disclosure regarding such charge.
The App stores and processes Personal Data that you have provided to CLICK IPO so that you can receive allocations of publicly offered securities as described herein. It is your responsibility to keep your mobile device (phone, tablet, etc.) and access to the App secure. CLICK IPO recommends that you do not remove software restrictions and limitations imposed by the official operating system of your device, which could make your device vulnerable to malware/viruses/malicious programs, compromise your device’s security features and prevent the App from properly functioning or working at all.
CLICK IPO takes no responsibility for certain functions of the App, such as your access to Wi-Fi and whether you have sufficient data capacity. If you are using the App outside of an area with Wi-Fi coverage, your terms of agreement with your mobile network provider may apply and you may be charged by your mobile provider for the cost of data for the duration of the connection while accessing the App, or other third party charges. By using the App, you accept responsibility for any and all such charges, including without limitation roaming data charges. If you are not the bill payer for the device on which you’re using the app, please be aware that CLICK IPO assumes that you have received permission from the bill payer for using the App. You must also be sure that your device stays charged. CLICK IPO is not responsible for any interruption or failure of the App, the Site or the Service as a result of any power interruptions. Wireless network coverage and Wi-Fi network speed varies by provider and geographic location. CLICK IPO is not responsible for limitations and/or failures in performance associated with any wireless or Wi-Fi service used to access the App or the Site or for the security of any wireless or Wi-Fi service or device. Transactions over the Internet may be subject to interruption, transmission blackout, delayed transmission due to Internet traffic or incorrect data transmission due to the public nature of the Internet.
Notices, Communications, and Electronic Signatures. You agree to accept communications from CLICK IPO regarding use of the Service at the addresses you provide as a Registered User. Please promptly update any changes to your Registration Information. CLICK IPO is entitled to rely on the e-mail address that you last provided to it. You agree to waive all claims resulting from failure to receive communications because of changes in your e-mail address. You authorize your Connected Broker to provide CLICK IPO with updated Personal Data and acknowledge that CLICK IPO may, but is in no way obligated to, use such data in lieu of the information you provide to CLICK IPO. From time to time, CLICK IPO may send you information about CLICK IPO products and services. If you become a Registered User, you are granting CLICK IPO permission to communicate with you by e-mail.
You agree to be bound by any affirmation, assent, or agreement you transmit through the Service you access by computer or other electronic device, including internet, telephonic and wireless devices, including but not limited to any consent you give to receive communications from CLICK IPO solely through electronic transmission. You agree that, when in the future you click on an “I agree,” “I accept,” “I consent” or other similarly worded “button” or entry field with your mouse, keystroke, touchscreen or other device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.
Limited License; Restrictions on Use of the App and the Site. Subject to the limitations that may be contained in any information provided with respect to such Offering, CLICK IPO grants you a limited, non-exclusive, non-assignable, non-transferable, revocable license to access, use, view, store, bookmark, download, and print content within the Site or the App and to make other use of the Site and the App that is customary for similar Internet sites or mobile applications for your personal, non-commercial, and informational purposes or as expressly authorized in writing by CLICK IPO. Use of the App is limited to use on the device that you own or control for which the App is provided, subject to any terms of service, usage rules or other terms and conditions provided by the Third Parties. This license shall be considered revoked if you fail to fully comply with these Terms. You are not authorized to alter, modify, or create derivative works of any such content without first receiving express written permission from CLICK IPO and any applicable third parties. You further agree not to (a) use any of CLICK IPO’s or Holdings’ trademarks as metatags on other sites; (b) use the App or the Site in any manner that is illegal or impairs the operation of the App or the Site or their availability to or use by others; (c) display any part of the Site in frames (or any content thereof via in-line links); and/or (d) use or access, or attempt to use or access, any portion of the App, the Site, the Content, or the Service for which registration is required unless you are a Registered User. You further agree not to decompile, reverse engineer, or disassemble any software or other products or processes accessible through or incorporated into the App or the Site, and not to insert any code or product or manipulate the App or the Site in any way, including without limitation taking any action that imposes, or may impose, an unreasonable or disproportionately large load on the App or the Site. You may not use the App, the Site, or the Content or in any manner that could damage, disable, overburden, or impair the App or the Site or interfere with any other party’s use and enjoyment of the App, the Site, the Content or the Service. You further agree not to use any data mining, web crawlers, robots, cancelbots, spiders, Trojan horses, or any other data gathering or extraction method in connection with your use of the App or the Site or except for customary search engines used in accordance with automated instructions directed to search engines and available on the Site. You are solely responsible for providing, maintaining, and ensuring the compatibility of all hardware, software, electrical, and other physical requirements necessary for your access to and use of the App, the Site, or the Service.
CLICK IPO may require you to update your version of the App at any time. CLICK IPO does not guaranty that your personal settings and preferences will be retained.
Except as otherwise required by applicable law or regulation, CLICK IPO, at any time in its sole discretion and without prior notice may (i) terminate your use and license of the App, (ii) expand, reduce or suspend the type and or dollar amounts of transactions allowed using the Service, (iii) change the enrollment process and transaction limits associated with use of the Service, (iv) update, revise, or modify the App, (v) terminate its relationship with your Connected Broker, or (vi) discontinue support for the App, including without limitation support for any particular version of the App.
Trademarks. The “Click IPO” name and logos and all related products and services, design marks, slogans, and trade dress are the trademarks, service marks, and/or registered trademarks or service marks of the Company and/or Holdings. These names and logos and other trademarks, service marks, trade names, and trade dress owned by the Company, Holdings, or any of their affiliates or subsidiaries may not be used in any commercial manner without the Company’s or, as applicable, Holdings’ prior written permission or as expressly provided in these Terms. In addition, all page headers, custom graphics, button icons, and scripts are services marks, trademarks, and/or trade dress of the Company, Holdings, their affiliates or subsidiaries or any of their respective licensors and may not be copied, distributed, imitated, posted, framed-in, or used, in whole or in part, without the Company’s or, as applicable, Holdings’ prior written permission. All other trademarks and service marks contained in the App and the Site are the trademarks of their respective owners.
Copyrights. All content included on the App or the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads and data compilations is the property of CLICK IPO or its content suppliers and protected by United States and international copyright laws. The compilation of all content on the Site and the App is the exclusive property of CLICK IPO and/or Holdings and is protected by United States and international copyright laws. These items may only be used by you as expressly permitted by these Terms.
Submitted Content. Users of the App and the Service may have the ability to post content to the App (“Submitted Content”). The Submitted Content posted by users on the App is the intellectual property of the specific users of the App who post such Submitted and their licensors, if any. CLICK IPO does not claim any ownership rights in such Submitted Content (Submitted Content, together with content provided by CLICK IPO, is referred to in these Terms as “Content”).
Neither CLICK IPO nor Holdings control, endorse, investigate, or adopt any Submitted Content and makes no representations or warranties of any kind regarding such content, including with respect to its accuracy, timeliness or completeness. By accessing the App or using the Service, you acknowledge and agree that neither CLICK IPO or Holdings is responsible or liable in any manner for any Submitted Content and your reliance on Submitted Content, and that you use such Submitted Content at your own risk.
By posting Submitted Content on the App or the Site, you hereby grant CLICK IPO a limited, transferable, non-exclusive, worldwide, perpetual, royalty-free license to use, reproduce, modify, edit, adapt, publish, translate, display, distribute, sell, sublicense, and create derivative works from and compilations incorporating such Submitted Content. You also agree that CLICK IPO is free to use any ideas, concepts, know-how, or techniques that you send to CLICK IPO for any purpose. By posting Submitted Content, you are also granting to all Registered Users the same license provided for in this Section.
By posting Submitted Content, you represent and warrant to CLICK IPO that such Submitted Content is: (a) not harmful, threatening, abusive, tortuous, defamatory, libelous, invasive of another’s privacy, or otherwise objectionable; (b) does not falsely state or misrepresent your affiliation with any other person or entity or the origin of any Submitted Content; (c) does not violate any of your existing contractual or fiduciary relationships or violates a duty of confidentiality; (d) does not infringe on any intellectual property rights or you or any Third Party and that you holds all rights to your Submitted Content needed to grant the licenses and rights specified in Section 4; or (e) is not in any way unlawful or in violation of these Terms.
In the event that you would like to remove your Submitted Content from the App, please contact CLICK IPO. Please note that it may not be possible to completely remove your Submitted Content and that your Submitted Content may still be available to others under certain circumstances. Moreover, CLICK IPO may continue to use the Submitted Content pursuant to the license granted by its posting even after the Submitted Content has been removed from the App.
If you believe that any Content on the App or the Site violates these Terms or your intellectual property rights, please notify CLICK IPO immediately, with the following information in accordance with Section 512(c) of the Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit CLICK IPO to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you 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 (vi) 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 copyright owner.
CLICK IPO reserves the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at CLICK IPO’s sole discretion. CLICK IPO may terminate a Registered User’s account if the user is determined in violation of these Terms with respect to Submitted Content.
In addition, to the extent you receive information from CLICK IPO or other Registered Users with respect to any activity on the Site or the App, you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of such Registered User.
Terrorism; Restricted Parties. You hereby represent and warrant (a) you are not located in a country that is subject to a United States Government embargo, or that has been designated by the United States Government as a “terrorist supporting” country; and (b) you are not listed on any United States Government list of prohibited or restricted parties.
Confidential Information. Confidential Information under these Terms consists of all non-public information whether oral or in writing (a) that is designated as “Confidential” or “Proprietary” by CLICK IPO or an Issuer at the time of disclosure or within a reasonable period thereafter; (b) that is only available to Registered Users; (c) that you should reasonably understand is confidential; (d) that CLICK IPO, its affiliates, or Issuers furnish or otherwise make available to Registered User with respect to the Issuer Documents, together with any reports, analyses, compilations, forecasts, memoranda, notes, studies and any other written or electronic materials prepared by an Issuer, or for Registered Users; and (e) that relates to CLICK IPO or an Issuer’s services, the marketing or promotion of any service, business policies or practices, strategic plans, pricing, plans, renderings, pro-formas, loan agreements, customer or supplier contracts, market comparables, customer information, sales, vendor information, management systems, and information received from others that CLICK IPO or the Issuer is obligated to treat as confidential. Confidential Information may be used and disclosed by you only as expressly permitted by these Terms or, to the extent applicable, as expressly set forth in the applicable Issuer Documents.
Third Party Software. The App and future enhancements may contain certain third party components (“Third Party Components”) which are provided to you under terms and conditions which are different from this Agreement, or which require CLICK IPO to provide you with certain notices and/or information. CLICK IPO will identify Third Party Components and their applicable terms and conditions in the Terms. Your use of each Third Party Component will be subject to those other terms and conditions. CLICK IPO MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, WITH REGARD TO ANY THIRD PARTY COMPONENTS. ALL THIRD PARTY COMPONENTS ARE PROVIDED “AS-IS,” WITHOUT WARRANTIES OF ANY KIND. IN NO EVENT WILL CLICK IPO BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE THIRD PARTY COMPONENTS, EVEN IF CLICK IPO OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
PRIVACY AND LOG IN INFORMATION
Protecting Your User Name and Password. By using the App or the Site, you authorize CLICK IPO to treat anyone who uses your user name and password as “you.” CLICK IPO will provide anyone who uses your user name and password with all of the rights and privileges that CLICK IPO provides to you, and you agree that CLICK IPO will hold you responsible for the activities of any person using your user name and password. If you suspect that someone is using your user name and/or password in this or any inappropriate manner, notify CLICK IPO immediately.
MONITORING OF INTERACTIVE SERVICES; REMOVING POSTINGS
Filters; Blocking and Removal of Content. Although CLICK IPO has no – and assumes no – obligation to monitor activities on the App or the Site, CLICK IPO may employ filters designed to detect and block the transmission of messages. CLICK IPO reserves the right to edit, to refuse to post, or to remove any information or materials, in whole or in part, that it believes, in its sole discretion, is incompatible with the provisions of these Terms or is inappropriate for the App or the Site.
VISITS TRACKER, COOKIES AND OTHER METRICS
Site Metrics. As a service to the Registered Users (as well as for CLICK IPO’s business purposes), CLICK IPO may compile records of visits or hits (“Visits Tracker Data”) with respect to certain pages or information (as CLICK IPO select, in its sole discretion) that are available on the App or the Site (“Pages of Interest”). CLICK IPO may compile information and other metrics concerning Registered Users’ interactions with respect to certain Offerings, Issuer Documents, and other features of the App or the Site, as well as the location of a Registered User (together with Visits Tracker Data, “Site Metrics”). CLICK IPO may compile Site Metrics for the current month and/or historically during the “relevancy” (as CLICK IPO determines relevancy, in its sole discretion) of a Page of Interest or other data point. While a user may view Pages of Interest as many times as he or she wants each day, CLICK IPO is entitled to employ filters or other mechanisms so that, for example, only one “visit” will be tracked per day per user, to seek to minimize inflation of Visits Tracker Data and other Site Metrics with respect to the Page of Interest or other data point at issue.
Cookies on Your Mobile Device. CLICK IPO may deploy cookies upon installing and activating the App. For the cookies that are strictly necessary for the App to work, you are agreeing to their use by agreeing to these Terms and by using the App. To the extent permitted by applicable law, there is no prior consent required and the only way to revoke your consent is to uninstall the App. For certain other optional cookies, your prior consent is required. Features enabled by these cookies will remain off and no cookies will be set unless you consent to their use to support this functionality by selecting the “yes” checkbox to enable such functionality. These cookies are persistent cookies.
MESSAGING AND NOTIFICATIONS
As part of the App, you may receive push notifications, text messages, e-mails, alerts, or other types of messages sent to you outside or inside the App, including without limitation notices about your Linked Brokerage Account and any Orders that you place (“Push Messages”). You have control over the Push Messages settings, and can opt in or out of these Push Messages through the App or through your device’s operating system. To the extent that you have opted in to receive Push Messages, you agree that you will read any Push Messages before placing Orders through the App and will be deemed to have knowledge of any such Push Message that is posted when you place an Order. Your use of the Push Messages will be subject to the terms of your agreements with email service provider and your mobile device manufacturer and service provider. For service, support, or warranty assistance with respect to your SMS enabled device or your email, you should contact your manufacturer or service provider directly. Your service provider’s messaging, airtime, and data rates may apply. The frequency of the SMS messages will vary. You are solely responsible for any fees imposed of any kind whatsoever by your service provider. Neither CLICK IPO nor mobile carriers are liable for delayed or undelivered messages and CLICK IPO disclaims all liability for Push Messages sent erroneously due to technical failures or errors.
LINKS TO THIRD PARTY SITES
USER’S REPRESENTATIONS AND ACKNOWLEDGEMENT OF RISK
DISCLAIMER OF BROKER STATUS
The Company is a broker-dealer registered with the SEC and a member of FINRA and the SIPC. CLICK IPO is not acting as a broker or other fiduciary for you in any way, including without limitation in connection with the App, the Site, or the Service. The Company, Holdings, their affiliates and subsidiaries do not hold any customer accounts, including without limitation the Linked Brokerage Accounts. You agree and acknowledge that CLICK IPO is solely the provider of a website and platform and is not your broker. CLICK IPO currently acts solely as a selling group member (assisting a sole underwriter or underwriting syndicate to distribute securities in a public offering on a best-efforts basis, without responsibility for any unsold securities) for the securities offered in any Offering and will receive compensation for participating in the distribution of securities in initial public offerings (“IPOs”), secondary offerings, and block trades to other broker-dealers for allocation to their customers. Click IPO may also in the future act as an underwriter. You must have a Linked Brokerage Account to purchase shares. Your ability to participate in any Offerings or to successfully place any Orders is ultimately subject to the actions of the Connected Broker that holds your Linked Brokerage Account. Securities are available via the App to you through your Connected Broker, which is responsible for the supervision and oversight of the activity in your Linked Brokerage Account.
CLICK IPO allocates the securities that it distributes to certain Connected Brokers which are its customers. CLICK IPO does not maintain accounts, or hold funds or securities, of users of the App. As a user, you must have a customer account with a Connected Broker in order to submit, through such Connected Broker, a Conditional Offer to Buy or (for offerings that have been declared effective by the SEC) purchase orders, and ultimately purchase securities that CLICK IPO helps to distribute. You may select publicly offered securities described on the App and purchase them through your Connected Broker. Your Connected Broker is solely responsible for knowing your identity, risk tolerance, investment knowledge and financial position, thus determining your suitability for such an investment, and overseeing the activity in your Linked Brokerage Account. CLICK IPO does not recommend securities and the App might not be approved, or available for use, in all jurisdictions. Even if you place an order for securities issued in a public offering, CLICK IPO offers no assurances that your order will be fulfilled by your Connected Broker. Conditional Offers to Buy are more fully described in the Conditional Offer to Buy and Purchase Order Procedures Description made available by Click IPO.
CLICK IPO has no responsibility for the supervision or oversight of your account, investments or investment strategies. The Company offers a platform for you to participate in Offerings through your Linked Brokerage Account. The Company is in no way obligated to ensure that your Order results in the purchase of securities and has no obligations to you regarding any securities that you acquire through, or do not acquire through, an Order. You agree to defend, indemnify, and hold harmless CLICK IPO, Holdings, their affiliates and subsidiaries and each of their and their affiliates’ and subsidiaries’ employees, contractors, distributors, directors, suppliers, agents and representatives from all damages, losses, liabilities, claims, demands, actions, causes of action, suits, proceeding, and expenses, including reasonable attorneys’ fees and expenses, that arise from or relate to your relationship with your Connected Broker and/or any transactions in your Linked Brokerage Account, including any Conditional Order.
You acknowledge that CLICK IPO does not make any recommendations or offer investment advice and that the listing of any Offering in the App should not be construed as a recommendation or an endorsement of that Offering by CLICK IPO, Holdings, or any of their affiliates or subsidiaries. You acknowledge that you, and, if applicable, your Connected Broker, are responsible for evaluating any risks and merits of any Content and Offerings. The App, the Site and the Service are designed to facilitate your ability to communicate with your Connected Broker. The Company is not liable, and you expressly release the Company from, any and all liability, damages, and causes of action resulting in any way from any failure of the App, the Site and/or the Service. You agree not to hold CLICK IPO liable for any possible claim, including any claims for damages, arising from any decision you make based on the Content or other information made available to you through the App, the Site, the Service or any Linked Sites. Past performance data should not be construed as indicative of future results.
RISK OF INVESTING IN IPOs
While a securities investment always has risks, there are special risks in investing in an IPO. Those risks are described at length in the prospectus or other offering materials and CLICK IPO urges you to read the Issuer Documents carefully to understand those risks before investing. Among other things, the securities issued in an IPO have not been listed and subjected to market valuation. An IPO is the first sale of stock by a private company to the public and may not be suitable for all investors. IPOs are often issued by smaller, development-stage companies seeking capital to expand their research, operations and marketing, or reduce debt, but IPOs can also be undertaken by large and established privately-owned companies looking to become publicly traded. IPOs are an inherently risky investment. Even for experienced investors, it can be difficult to predict what IPO securities will do over their initial trading period and over the near future, because there is often little historical data with which to analyze the issuer. Also, most IPOs are offered by companies going through a transitory growth period, which subjects their future values to additional uncertainty. You have read, have understood, acknowledge and agree to CLICK IPO’s Risk Disclosure Statement, available here.
DISCLAIMER OF ALL WARRANTIES
Each of the Company, Holdings, each Connected Broker, and each of their subsidiaries and affiliates has no special relationship with or fiduciary duty to you. You acknowledge that each of CLICK IPO, Holdings, each Connected Broker, and each of their subsidiaries and affiliates has no control over, and no duty to take any action regarding: which users gain access to the App or the Site; which Content you access via the App or the Site; the effects that the Content may have on you; how you may interpret or use the Content; or which actions you may take as a result of having been exposed to the Content. You release each of CLICK IPO, Holdings, each Connected Broker, and each of their subsidiaries and affiliates from all liability for your having acquired or not acquired Content through the App or the Site, including by means of discontinuing or modifying the App or the Site. CLICK IPO, Holdings, each Connected Broker, and each of their subsidiaries and affiliates each make no representations, warranties or guaranties concerning any Content contained in or accessed through the App or the Site, and each will not be responsible or liable for the accuracy, copyright compliance, completeness, timeliness, legality or decency of material contained in or accessed through the App, the Site or the Service, including without limitation the Content.
Each of CLICK IPO, Holdings, each Connected Broker, and each of their subsidiaries and affiliates do not represent, warrant, covenant, guarantee, nor promise any specific results from use of the App, the Site or the Service.
THE APP AND THE SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN THE APP OR THE SITE, OR ANY SERVICE PROVIDED IN CONNECTION WITH THE SERVICE, IS PROVIDED “AS IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE APP, THE SITE AND THE SERVICE. EACH OF CLICK IPO, HOLDINGS, EACH CONNECTED BROKER, AND EACH OF THEIR SUBSIDIARIES AND AFFILIATES DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE SERVICE WILL WORK ON YOUR DEVICE OR HARDWARE, WITH YOUR OPERATING SYSTEMS, OR WITH ANY OTHER SOFTWARE INSTALLED ON YOUR DEVICE OR THAT THE OPERATION OF THE APP OR THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE APP OR THE SITE CAN OR WILL BE CORRECTED. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE SERVICE. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE WHETHER THE SERVICE IS SUITABLE AND ADEQUATE FOR YOUR NEEDS.
CLICK IPO, Holdings, each Connected Broker, and each of their subsidiaries and affiliates each make no representation or warranty, express or implied, with respect to any third party data provided to CLICK IPO, Holdings, their subsidiaries and/or affiliates, or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. CLICK IPO, Holdings, each Connected Broker, and each of their subsidiaries and affiliates will each not be liable in any way to you or to any other person or entity for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by CLICK IPO, Holdings, each Connected Broker, and each of their subsidiaries and/or affiliates or “force majeure” or any other cause beyond the control of CLICK IPO, Holdings, each Connected Broker, and each of their subsidiaries and/or affiliates.
Electronic Communication Privacy Act Notice (18 U.S.C. 2701-2711). Use of the App involves the electronic transmission of information across the networks of your wireless service provider. Because CLICK IPO does not operate or control the wireless networks used to access your account, none of CLICK IPO, Holdings, their subsidiaries and affiliates are responsible for the privacy or security of wireless data transmissions. Check with your wireless service provider for information about its privacy and security practices. CLICK IPO makes no guaranty of confidentiality or privacy of any communication or information transmitted on the App or the Site or any website linked to the App or the Site. CLICK IPO and Connected Brokers will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on CLICK IPO’s, Holdings’, their subsidiaries’ and affiliates’ respective equipment, transmitted over networks accessed by the App or the Site, or otherwise connected with your use of the Service.
Dropped Connections or Disabled Features. It is possible that a wireless connection can be interrupted, or that a feature or function may not be available or is disabled when attempting to conduct a financial transaction or using the App or the Site. Should this happen, review your transaction status to verify the status of the attempted transaction when you return to an area with wireless coverage or have access to a computer or contact a representative at the telephone number provided in the “Contact Information” section of the App.
You shall defend, indemnify, and hold harmless CLICK IPO, Holdings, each Connected Broker, each of their subsidiaries, affiliates and each of their, and their subsidiaries’ and affiliates’, respective employees, contractors, distributors, directors, suppliers, agents and representatives from all damages, losses, liabilities, claims, demands, actions, causes of action, suits, proceeding, and expenses, including reasonable attorneys’ fees and expenses, that arise from or relate to (a) your or any third party using your account’s use or misuse of, or access to, the App, the Site, the Service, the Content or otherwise from your Submitted Content, including without limitation, matters relating to incorrect, incomplete or misleading information and libel; (b) any violation of the Terms by you or any third party using your account; or (c) any infringement by you, or any third party using your account, of any intellectual property or any other right of any person or entity. The indemnified party reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with the indemnified party.
LIMITATION OF LIABILITY
IN NO EVENT SHALL CLICK IPO, HOLDINGS, EACH CONNECTED BROKER, AND EACH OF THEIR SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR, OR THEIR SUBSIDIARIES’ AND AFFILIATES’ RESPECTIVE MEMBERS, MANAGERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS OF THE FOREGOING BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE APP, THE SITE, THE SERVICE, OR THE CONTENT (a) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (b) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION). THE ENTIRE LIABILITY OF CLICK IPO, EACH CONNECTED BROKER, AND EACH OF THEIR AFFILIATES AND ANY OF THE MEMBERS, MANAGERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS UNDER THIS AGREEMENT FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL BE LIMITED TO FIFTY DOLLARS ($50.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH JURISDICTIONS, ALL OR A PORTION OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU AND THE SCOPE AND DURATION OF CLICK IPO’S OR ANY CONNECTED BROKER’S WARRANTIES AND THE EXTENT OF THEIR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.
OTHER IMPORTANT DISCLAIMERS
All purchases and sales of securities described on the App or through the Service are at the sole discretion of the Issuer and you, the investor, and are conducted without advice or participation of CLICK IPO, Holdings, their subsidiaries, and/or affiliates. The Issuer has prepared, and is solely responsible for, all information regarding the Offering. CLICK IPO does not independently verify any such information and does not recommend or endorse any Offering. CLICK IPO is not providing, and none of the information on the App or the Site should be interpreted as, a recommendation, solicitation or offer buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. All securities transactions are effected through your Connected Broker and any questions related to any securities transaction, including without limitation any Offering, should be directed to your Connected Broker.
Nothing in the App or on the Site should be construed as legal, tax, or investment advice. CLICK IPO recommends that you consult with your own attorney and financial advisor in determining whether to invest in any Offering. The value of investments and the income that they generate can rise or decline. Past performance is not a guarantee of future performance. Investment products are not FDIC insured, may lose value, and there is no guarantee that you will not lose all or some of your investment.
CLICK IPO does not handle your investment funds. You will receive a notice of any Order received by your Connected Broker through the App or through email.
CLICK IPO and your Connected Broker do not guarantee that you will receive the full allocation, or any allocation, of shares in any Offering. All Conditional Offers to Buy are conditional until confirmed by your Connected Broker. In the event that there is not an adequate number of shares available to meet your Conditional Order, or if you have insufficient funds in your Linked Brokerage Account to pay for a Conditional Oder, the allocation of shares in your Conditional Order may be automatically reduced. CLICK IPO is not responsible for any action taken by your Connected Broker that may result in some or all of the funds in your Linked Brokerage Account not being made available to you for the Service.
If you have any questions regarding the operation of the App, please contact CLICK IPO. If you have questions about an Offering, please contact your Connected Broker. If you have more detailed questions regarding an investment or its impact on you, please contact your attorney or financial advisor.
The Service is intended to be made available primarily to citizens in the United States and entities domiciled in the United States. The Content, the information and services provided on the App or the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where CLICK IPO is not authorized to provide such information or services. Some products and services described in the App may not be available in all jurisdictions or to all clients.
Because of the global nature of the Internet, you agree to comply with all local rules regarding online conduct, including all laws, rules, codes and regulations of the country in which you reside and the country from which you access the App, the Site or the Service. In addition, you agree to comply with all applicable laws, rules, codes and regulations regarding the transmission of technical data exported from the United States.
You acknowledge that it may not be possible to cancel certain Orders once placed through the App, and you agree to exercise caution before placing any Order. You agree that you are bound by the results of all Orders you place.
Restricted Persons. FINRA Rule 5130(i)(10) defines the term “restricted person” to include, among other types of investors, (1) FINRA members or other broker-dealers; (2) broker-dealer personnel (any officer, director, general partner, associated person or employee of a member or any other broker-dealer and immediate family members of the foregoing individuals; (3) with respect to the security being offered, a finder or any person acting in a fiduciary capacity to the managing underwriter, including, but not limited to, attorneys, accountants and financial consultants; and an immediate family member of such individuals; (4) any person who has authority to buy or sell securities for a bank, savings and loan institution, insurance company, investment company, investment advisor or collective investment account, and an immediate family member of a such individual that materially supports, or receives material support from, such person; and (5) any direct or indirect owner or executive officer of a broker-dealer listed, or required to be listed, in Form BD. Restricted persons are not allowed to purchase an IPO. By using the App and the Service, you represent and warrant to CLICK IPO that you are not a restricted person with respect to the applicable security.
GOVERNING LAW; ARBITRATION; CLASS ACTION WAIVER
These Terms (and any additional rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of Arizona, without giving effect to any principles of conflicts of law. UNLESS OTHERWISE AGREED IN WRITING BY YOU AND CLICK IPO, ANY DISPUTE BETWEEN YOU AND CLICK IPO ARISING OUT OF OR RELATING TO YOUR USE OF THE APP, THE SITE, OR THE SERVICE, YOUR ACTUAL OR CONTEMPLATED PARTICIPATION IN ANY OFFERING YOU FIND ON THE SITE OR THE APP, YOUR USE OF CLICK IPO’S FACILITIES OR SERVICES, AND THESE TERMS OR THE BREACH HEREOF, SHALL BE FINALLY RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN MARICOPA COUNTY, ARIZONA UNDER ITS COMMERCIAL ARBITRATION RULES. IF PARTIES ARE UNABLE TO SELECT AN ARBITRATOR, THEN AAA SHALL SELECT THE ARBITRATOR. JUDGMENT ON ANY AWARD ENTERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. USER AGREES THAT IT MAY BRING CLAIMS AGAINST CLICK IPO ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
ASSIGNMENT; THIRD PARTY BENEFICIARIES
These Terms shall not be assignable by you, either in whole or in part, and any attempted assignment in violation of this provision shall be void. CLICK IPO reserves the right to assign all or any portion of its rights and obligations under these Terms. Connected Brokers are third party beneficiaries of these Terms and have the right to enforce the terms and provisions hereof.
“Conditional Offer to Buy” means you are placing an order to buy a security pursuant to an Offering that remains subject to SEC effectiveness and approval by your Connected Broker.
“Connected Broker” means a brokerage firm that has a contractual relationship with CLICK IPO to participate in the Service and with whom you have, or choose to establish, an account in order to participate in an Offering that is made available via the Service.
“Issuer” means an entity that is issuing securities via an Offering that is made available on the App.
“Issuer Documents” means a prospectus and all other investment documents provided by the Issuer in connection with an Offering.
“Linked Brokerage Account” means your brokerage account with a Connected Broker that you have authorized CLICK IPO to link to your CLICK IPO account in order to participate in an Offering that is made available via the Service.
“Offering” means an initial public offering, secondary offering, or a block of shares, that is made available to Registered Users on the App.
“Order” means you are placing a “Conditional Offer to Buy” before an offering is effective, or a “purchase order” for offerings that are already effective.
“Personally Identifiable Information” means (i) your Registration Information and (ii) any other information that could reasonably be used to identify you.
“Registration Information” means the information that you provide in order to use the App or the Service, generally consisting of your (i) first and last name and (ii) contact information.
“Third Party” means any person excluding you, the Company and your Connected Broker.