Terms of Use

Terms of Use

Introduction

Welcome to PathbyOrigin.com, owned and operated by Path by Origin, LLC (“Path”), an SEC registered investment advisor that provides automated investment advisory services online and through mobile applications (collectively, the “Platform”).

When you access our website at www.PathbyOrigin.com and/or our mobile application, you’re agreeing to be bound by the following Terms of Use, and, if you’ve elected to become a Client, our Advisory Agreement. Please therefore take the time to read the following binding Terms of Use below.

For the purpose of this agreement a “User” is an individual who uses our website or mobile application to evaluate our service or for educational purposes and a “Client” is an individual who signs our Advisory Agreement that entitles the Client to have her or his investment portfolio managed by Path. This agreement, as well as the Privacy Policy, applies to both Users and Clients.

If you elect to become a Client, you will be subject to these Terms of Use, our Advisory Agreement, our Privacy Policy and any additional terms to which you agree when you create and fund an investment account.

Use and Access

The Platform is intended solely for individuals who are age 18 or older. Any access to or use of the Platform by anyone under 18 is unauthorized, unlicensed, and in violation of these Terms of Use. By accessing the Platform, you represent that you are 18 or older. You agree that the information you provide to us through our website or mobile application will be true, accurate, current, and complete.

In order to access certain features on our website or our mobile application, you must register to create an account (“User Account”). When you register, you will be asked to choose a password, which you will be required to use to access your User Account. You are responsible for safeguarding your password and other User Account information. You agree not to disclose your password to any third party and you will notify us immediately if your password is lost or stolen or if you suspect any unauthorized use of your User Account. As a User you agree that you shall be solely responsible for any activities or actions under your User Account, whether or not you have authorized such activities or actions.

The publicly available portions of the Platform (that is, the sections of the Platform that are available to Users) are provided for educational purposes only and are not intended to provide legal, tax or financial planning advice. You agree, as a User, that you are responsible for your own investment research and investment decisions and that you will not rely on the Platform as the primary basis or your investment decisions.

By creating a User Account, you automatically sign up for various types of alerts via e-mail and mobile notification. When logged in, you may customize, modify and in some cases deactivate alerts by adjusting the settings accordingly.

We never include your password in these communications, but we may include your name, or email address and information about your portfolio(s) if you are a Client. Anyone with access to your e-mail or mobile device will be able to view these alerts.

You may unsubscribe from marketing emails at any time.

The Platform is only available for use in the United States, and Path makes no representation that the Platform is appropriate or available for use outside the United States. In the event you access the Platform from outside the United States, you are responsible for compliance with all local applicable laws.

Investment Tools and Model Predictions

Path makes no representation regarding the likelihood or probability that any actual or hypothetical investment will in fact achieve a particular outcome or perform in any predictable manner. Any historical return information on the Platform does not represent the actual performance of any specific investor’s account and may not reflect all factors that could impact such performance for an individual investor. Past performance is not a guarantee of future success and returns in any period may be far above or below those of a previous period. 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. Investing involves risk and investments at Path may lose value.

Risk Rating

The risk rating score displayed within a Path by Origin account is a number between 1 and 100, where 1 is the most risk adverse and 100 is the most risk seeking (in order to potentially maximize returns). The risk rating score is determined by the responses submitted to questions during the registration process. These questions include the investor’s investment objective, investment horizon, and tolerance for losses in anticipation of gains. If an investor feels the assigned risk rating score is not appropriate for their current needs, they can change it at any time by going to the app’s settings tab, choosing the account menu, and dialing the score up or down to what they prefer.

Dividend Yield

The dividend yield for an individual stock is the most recently paid “recurring” distribution annualized (so x4 for quarterly payers and x12 for monthly) divided by the current stock/ETF price. It does not include any special dividends from stocks or capital gains distributions from ETFs. It is not a projection, but rather backwards-looking on the distribution and then calculated using the current market price. A block or portfolio dividend yield is the weighted average (based on model target weight) current dividend yield of all the underlying securities. It is not reduced by any fees. It is also not a historic return nor a projected return.

Disclaimer and Liability Limits

If you are a User, and not a Client, you understand and acknowledge that the investment results you could obtain from information and financial insights provided by the Platform cannot be guaranteed. All investments entail a risk of loss. You agreed and understand that, except as otherwise provided for herein, we will not be liable for decisions/actions you take or authorize third parties to take on your behalf based on information you receive as a User.

Your use of the Platform, and the personal information you provide, is at your sole discretion and risk. The Platform and all materials, information, products and services included therein, are provided on an AS IS and AS AVAILABLE basis without warranties of any kind.

WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE PLATFORM, CONTENT AND/OR USER INFORMATION, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE, AND DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED:

  • REGARDING THE AVAILABILITY, SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE PLATFORM, CONTENT AND/OR USER INFORMATION;
  • THAT THE PLATFORM WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED;
  • THAT THE PLATFORM WILL BE FREE FROM ELECTRONIC VIRUSES; OR
  • REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED ON THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, INFORMATION OBTAINED THROUGH SOCIAL MEDIA.

No advice or information, whether oral or written, obtained by you from the Platform shall create any warranty not expressly stated in these Terms of Use. If you choose to rely on such information, you do so solely at your own risk.Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.

IN NO EVENT SHALL PATH BY ORIGIN, LLC OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, MEMBERS OR MANAGERS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, CONTENT AND/OR USER INFORMATION, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE INFORMATION PROVIDED AS PART OF OR THROUGH THE PLATFORM OR FOR ANY INVESTMENT DECISIONS MADE ON THE BASIS OF SUCH INFORMATION, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT PATH BY ORIGIN, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL PATH’S CUMULATIVE LIABILITY TO YOU EXCEED U.S. $100.

Termination

You may request termination of your User Account at any time and for any reason by sending an email to support@pathbyorigin.com.

We may terminate or suspend your access to the Platform in our sole discretion, at any time, for any reason and without notice to you. Further, if we believe, in our sole discretion, that a violation of these Terms of Use has occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate suspected violations of these Terms of Use. We may seek to gather information from a User who is suspected of violating these Terms of Use (or from any other User) and you agree to provide us with such information. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting, publishing, or otherwise making available any User information, emails, or other materials that are believed to violate these Terms of Use.

Any suspension, termination, or cancellation shall not affect your obligations to Origin Advisor under these Terms of Use (including but not limited to ownership, indemnification, and limitation of liability), which by their sense and context are intended to survive such suspension, termination, or cancellation.

Governing Law

You agree that these Terms of Use and the relationship between you and Origin Advisor shall be governed by, and interpreted in accordance with, the laws of the State of Illinois without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction and venue of the courts located within Chicago, Illinois.

User Conduct

You agree to use the Platform solely for your personal, non-commercial use, and shall not: (1) circumvent, disable, or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any content or User information; (2) upload, email, transmit, provide, or otherwise make available: (i) any User information which you do not have the lawful right to use, copy, transmit, display, or make available (including any User information that would violate any confidentiality or fiduciary obligations that you might have with respect to the User information); (ii) any User information that infringes the intellectual property rights of, or violates the privacy rights of, any third-party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, moral right, or right of publicity); (iii) unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; (iv) any personal information that is unlawful, obscene, harmful, threatening, harassing, defamatory, or hateful, or that contain objects or symbols of hate, invade the privacy of any third-party, contain nudity, are deceptive, threatening, abusive, inciting of unlawful action, or are otherwise objectionable in the sole discretion of Path; (v) any personal information that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or interfere with the access of any user, host or network; or (vi) any personal information that includes code that is hidden or otherwise surreptitiously contained within the User information; (3) use any meta tags or other hidden text or metadata utilizing a Path(or any of its affiliates) name, trademark, URL or product name; (4) forge any TCP/IP packet header or any part of the header information in any posting, or in any way use the Platform to send altered, deceptive, or false source- identifying information; (5) interfere with or disrupt (or attempt to interfere with or disrupt) any Path web page, server, or network, or the technical delivery systems of Path’s providers, or disobey any requirements, procedures, policies, or regulations of networks connected to Path; (6) attempt to probe, scan, or test the vulnerability of any system or network or breach or impair or circumvent any security or authentication measures protecting the Platform; (7) attempt to decipher, decompile, disassemble, or reverse-engineer any of the software used to provide the Platform; (8) attempt to access, search, or meta-search the Platform or content thereon with any engine, software, tool, agent, device, or mechanism other than software and/or search agents provided by Path or other generally available third- party web browsers, including without limitation any software that sends queries to determine how a website or web page ranks; (9) collect or store personal information about other Users without their express permission; (10) violate any applicable local, state, national or international law, regulation, or ordinance, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law; (11) reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Platform, use of the Platform or access to the Platform; or (12) use the Platform or content thereon in any manner not permitted by these Terms of Use.

Dispute Resolution; Agreement to Arbitrate

You and Path (for purposes of this section, “the parties”) agree that any claim or controversy that may arise between you and Path relating in any way to your use of the publicly available portions of the Platform will be determined by binding arbitration conducted under the auspices of JAMS pursuant to its Arbitration Rules and Procedures. This arbitration agreement includes any controversy involving the performance, construction, or breach of these Terms and Conditions.

You and Path agree that the arbitration shall apply the substantive law of Illinois to all state law claims, that limited discovery shall be conducted in accordance with JAMS’s Arbitration Rules and Procedures, and that the arbitrator may not award punitive or exemplary damages, unless (but only to the extent that) such damages are required by statute to be an available remedy for any of the specific claims asserted. In accordance with JAMS’s Arbitration Rules and Procedures, the arbitrator’s award shall consist of a written statement as to the disposition of each claim and the relief, if any, awarded on each claim. The award shall not include or be accompanied by any findings of fact, conclusions of law, or other written explanations of the reasons for the award. You understand that the right to appeal or to seek modification of any ruling or award by the arbitrator is severely limited under state and federal law. You acknowledge that you are waiving your right to a jury trial. Judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction and the parties hereto and their respective representatives hereby submit to the jurisdiction of any such court for the purpose of such arbitration and the entering of such judgment.

Federal and state statutes of limitation, repose, and/or other rules, laws, or regulations impose time limits for bringing claims in federal and state court actions and proceedings. The parties agree that all federal or state statutes of limitation, repose, and/or other rules, laws, or regulations imposing time limits that would apply in federal or state court, apply to any Controversy, and such time limits are hereby incorporated by reference. Therefore, to the extent that a Controversy would be barred by a statute of limitation, repose or other time limit, if brought in a federal or state court action or proceeding, the parties agree that such Controversy shall be barred in an arbitration proceeding.

Any award of the arbitrator or a majority of the arbitrators will be final and binding, and judgment on such award may be entered in any court having jurisdiction. This arbitration provision will be enforced and interpreted exclusively in accordance with applicable federal laws of the United States, including the Federal Arbitration Act. Any costs, attorneys’ fees or taxes involved in confirming or enforcing the award will be fully assessed against and paid by the party resisting confirmation or enforcement of said award.

You agree to the following additional provisions regardless of your place of residence at the time a Controversy arises:

  • You agree that any arbitration hearing will be held in Chicago, Illinois;
  • You agree to the personal jurisdiction of the courts located in the State of Illinois, United States, to interpret and enforce the arbitration provisions described in these Terms and Conditions; and
  • All arbitrations will be held in the English language, unless otherwise agreed to by the parties.

You agree that this agreement to arbitrate shall be binding on you, your heirs, administrators, representatives, executors, successors and assigns.

Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the dispute between Path and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. You agree that you may bring claims against us only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

Waiver and Severability

The failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Use remain in full force and effect.

Platform and Terms Subject to Change

We reserve the right to change these Terms of Use by posting a revised agreement. If you don’t agree with these changes, you must stop using the Platform. The information on the Platform is subject to change without notice.

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