OnePay Invest Customer Account Agreement

THIS AGREEMENT INCLUDES A JURY TRIAL WAIVER AND A BINDING ARBITRATION PROVISION THAT CONTAINS A CLASS ACTION WAIVER. PLEASE REFER TO SECTION [39] BELOW FOR MORE INFORMATION.

ONEPAY INVEST CUSTOMER ACCOUNT AGREEMENT

This OnePay Invest Customer Account Agreement (the “Agreement”) contains the terms and conditions related to your brokerage account with One Growth Securities LLC, an SEC registered broker-dealer, member FINRA/SIPC (“OnePay Invest”, or “One Growth”, “we”, or “our”, or “us”) and your use of the OnePay App (as defined below) to research and transact in securities. One Growth interacts with clients through a website and mobile application (collectively, the OnePay App”), which is owned and operated by One Growth’s affiliate, One Finance Inc. (“OFI”). In this Agreement, the term “Invest Account” refers to your brokerage account with OnePay Invest. By applying for an Invest Account, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. The terms and conditions of this Agreement (including, for the clarification of doubt, each of the documents 1-4 enumerated in the paragraph below) will control any Invest Account you are opening with us.

This Agreement also refers to and includes the:

OnePay Terms of Service
E-Sign Consent Agreement
OnePay Privacy Policy
OnePay Privacy Notice (together the “OnePay Disclosures”)

Other products and services offered by our affiliates through the OnePay App are governed through separate agreements, and current versions of these agreements and this Agreement are available at https://www.onepay.com/legal (“Disclosure Library”)

By using the OnePay Services, you acknowledge that you have carefully read, understood, and accepted the OnePay Disclosures and all other disclosures and documents related to OnePay Invest, including any terms contained in your Invest Account statements and trade confirmations (collectively, the “OnePay Invest Terms”). You further agree that your use of the OnePay Services constitutes your legal signature and acceptance of the OnePay Invest Terms, and that you are legally bound by their terms and conditions.

You are responsible for reviewing the OnePay Invest Terms for updates, and you agree to be bound by the version in effect at the time of your use.

You also acknowledge receipt of all regulatory notices and disclosures required by law, including those made available in the One Pay Disclosures, the OnePay Invest Terms, the Disclosure Library and in our Privacy Policies.

YOU UNDERSTAND AND ACKNOWLEDGE THAT THE INVESTMENTS (I) ARE NOT INSURED BY THE FDIC; (II) ARE NOT A DEPOSIT OR OTHER OBLIGATION OF, OR GUARANTEED BY, ISSUED OR UNDERWRITTEN BY ANY BANK; AND (III) ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

Your Invest Account

OnePay Invest Account Overview. Brokerage services for your Invest Account are provided by OnePay Invest, via the OnePay App, which also provides access to other non-brokerage OnePay services (the brokerage and non-brokerage services provided through the OnePay App, the “OnePay Services”). One Growth is an affiliate of OFI, and OFI is not a registered broker-dealer. One Growth and OFI are separate but affiliated entities. The OnePay Services are provided solely for your personal, non-commercial, and non-professional use, and are subject to the terms and conditions set forth in this Agreement, as well as any additional terms or disclosures published from time to time by One Growth or its affiliates.
You are permitted to maintain only one Invest Account. If you open multiple Invest Accounts, we reserve the right to take any action permitted under this Agreement and applicable law, including, without limitation, closing one or more of your Invest Accounts, consolidating the assets held across your Invest Accounts into a single Invest Account, or limiting your access to OnePay Services.

(a) U.S Residents Only. Investing Accounts may only be opened by U.S. residents with a valid social security number. OnePay Invest does not open or maintain Invest Accounts for residents of foreign countries. Non-U.S. citizens with a valid social security number who are legally residing in the U.S. may open an Investing Account. OnePay Invest does not represent that materials accessible through the OnePay App are appropriate or available for use outside of the U.S.

(b) Compliance with Applicable Law. Your Invest Account and any transactions conducted using your Invest Account are subject to applicable federal, state, and local securities laws, rules and regulations, the rules of any self-regulatory organization of which OnePay Invest is a member and the rules, regulations, customs and usages of the exchange, market, or clearing house, if any, where the transactions are executed. OnePay Invest is not required to effect any transaction, open or maintain any account, or take or refrain from taking any action if we believe doing so would violate any applicable law, regulation, or rule.
Demand Deposit Account

Certain financial products, including demand deposit accounts, are offered separately through OFI’s partnerships with unaffiliated FDIC-member banks (each, a “Sponsor Bank”). Any such demand deposit account is governed by its applicable terms and conditions (the “OnePay Deposit Account Agreement”), as set forth in the Disclosure Library.

Opening a OnePay deposit account through OFI is a prerequisite to opening a OnePay Invest account. For purposes of this Agreement, your OnePay deposit account will serve as your “Funding Account.” The term “Funding Account” means the demand deposit account established by you, which is used both to fund the purchase of securities in your OnePay Invest Account and to receive the proceeds from securities sales, dividends, interest, or other uninvested cash related to your Invest Account.
Customer Identification Program Notice

We are required by law to obtain, verify, and record information that identifies each individual who opens an Invest Account. When you apply to open an Invest Account, you will be asked to provide certain information, including your name, address, date of birth, employment status, and other identifying details (collectively, “Account Information”). You may also be required to provide supporting documentation, such as a valid driver’s license, passport, or other government-issued identification. However, to the extent you have duly and accurately provided any information required as Account Information during the process of applying for and opening your OnePay deposit account, you will not be required to provide such information again in order to open your Invest Account.

Providing Account Information is a necessary condition for the opening an Invest Account. If you do not wish to provide the requested information or documents, you may choose not to open an Invest Account. If you wish to open an Invest Account, you agree to cooperate and comply promptly with any requests for information, including any Account Information. By submitting any information, including any Account Information, you represent and warrant that all such information is accurate, complete, and current. You agree to promptly notify us of any changes to your information, including any Account Information.

We may take steps to independently verify the accuracy of any information, including any Account Information, including through third-party service providers or consumer reporting agencies. You agree to cooperate fully with any follow-up requests for information. We may restrict access to your Invest Account pending completion of the verification process.

OnePay Invest reserves the right, in its sole discretion, to decline to open an Invest Account for any reason and at any time. We also reserve the right, in our sole discretion, to require you to close your Invest Account at any time and for any reason. You understand that you or we may close any Invest Account, terminate this Agreement, and terminate any account feature or service at any time for any reason including, without limitation, upon the termination of your OnePay deposit account or the termination of the OnePay Deposit Account Agreement.
Trusted Contact Person

You are encouraged, but not required, to designate a trusted contact person (“TCP”) for your account. A TCP is someone at least 18 years of age we can contact if we suspect the owner of the Invest Account may be subject to financial exploitation or if we have questions about the owner’s mental or physical well-being. This means that you have authorized us to contact the TCP at our discretion and to disclose any information to address possible financial exploitation, to confirm the specifics of your current contact information, health status, or the identity of any legal guardian, executor, trustee or holder of a power of attorney, or as otherwise permitted by applicable federal or state law or the applicable rules of any self-regulatory organization to which we are subject. Designating a TCP does not ensure that financial exploitation will not be attempted or occur and does not obligate us to contact the TCP. You waive any claim for loss or damages against us and our affiliates arising out of or relating to our contacting (or not contacting) a designated TCP.
Representations and Warranties

You represent and warrant to us that the following statements are true, accurate, and complete as of the date you open your Invest Account and will remain so for the duration of your use of the OnePay Services:
1. You are at least eighteen (18) years old, and are fully authorized to enter into and be bound by this Agreement.
2. All information provided by you to us from time to time, including Account Information, is true, complete, and accurate and you authorize us to make any inquiry (with third parties or otherwise) to verify information, including any Account Information.
3. You are the sole beneficial owner of the Invest Account, and the Invest Account is maintained solely for your benefit and not on behalf of any other person or entity.
4. You represent that all assets held in your Invest Account belong to you and that all trading in your Invest Account is conducted solely for your benefit.
5. Neither you nor any member of your immediate family is:
  
  (i) an employee of any securities exchange;
  (ii) employed by a corporation of which any exchange owns a majority of the capital stock;
  (iii) a member of any exchange or self-regulatory organization;
  (iv) employed by or associated with any firm or member corporation registered on any exchange;
  (v) employed by a bank, trust company, insurance company, or any other entity or individual engaged in the business of dealing in securities as a broker-dealer or principal.
6. Neither you nor any member of your immediate family is an associated person of a broker-dealer.
7. Neither you nor any member of your immediate family is an officer, director, or beneficial owner of 10% or more of the equity securities of any publicly traded company.
8. You are not a “Securities Professional” (as defined below).
9. You are not a “politically exposed person” and are not included on any restricted, blocked, or sanctioned persons list maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or under any other applicable sanctions laws and regulations.
Data and Information We Provide

We may provide you data and information via the OnePay App regarding securities, including Market Data (as defined below), stock quotes, historical price data, index, company, and market information, news articles, and any information that derives from such information (“Provided Information”). Provided Information may be made available by third party sources, including the New York Stock Exchange (NYSE), NASDAQ, or other U.S.-registered national securities exchanges and national securities associations (“Data Providers”).
Provided Information is for informational purposes only. Price quotes may be delayed fifteen (15) minutes or longer. Neither we nor the Data Providers guarantee the timeliness, accuracy, completeness, reliability, or content of Provided Information or of other market information or messages disseminated to or by any party. Neither we nor any Data Provider warrant that the Provided Information provided by any such entity will be uninterrupted or error-free. We or any Data Provider, in our or their sole discretion and without notice, may suspend or stop providing any category of Provided Information.
Prohibited Uses of Your Invest Account

You may not use your Invest Account for any of the following uses, which may result in the suspension, termination, or closure of your Invest Account: (i) any use in violation of applicable federal, state, or local law or regulation or the rules or regulations of any self-regulatory organization (such as FINRA or any exchange), or (ii) investing on behalf of a company, corporation, or other entity.
If we in our sole discretion believe that your Invest Account has been involved in any fraud or crime or violation of laws or regulations, has been accessed unlawfully, or is otherwise involved in any suspicious activity (whether as victim or perpetrator, or otherwise), we may suspend or freeze the account or any privileges of the account or may freeze or liquidate funds or assets in the account. We cannot be held responsible for losses if we sell any of the assets in your Invest Account even if liquidation or distribution would cause taxable consequences to you, or for the tax consequences of liquidating assets or distributing them to you. You waive any claim for loss or damages against us arising out of or related to our exercising our rights under this paragraph.
Privacy Policies

Please refer to our Privacy Policy and Privacy Notice for more information on how we collect, use, and share information from you and your Investing Account.
Carrying Broker

OnePay Invest arranges for clearing, execution, settlement, and custodying for your Invest Account with DriveWealth, LLC (the “Carrying Broker”). To open an Invest Account, you must also open an account with the Carrying Broker and agree to any separate terms and conditions required by the Carrying Broker. For important disclosures regarding your Invest Account provided by the Carrying Broker, please see here: https://legal.drivewealth.com/.
OnePay Invest has entered into a clearing agreement with the Carrying Broker to support your Invest Account. Under this agreement, OnePay Invest will introduce your Invest Account to the Carrying Broker, who will clear and settle all transactions on a fully disclosed basis. The Carrying Broker will maintain your Invest Account and is responsible for clearing, settling, and maintaining all books and records related to your transactions. This includes delivering trade confirmations and account statements directly to you.
You agree that the Carrying Broker may accept from us, without inquiry or investigation:

(a) orders for the purchase or sale of securities,

(b) instructions regarding the transmission or receipt of funds to and from your OnePay deposit account (as defined in your OnePay Deposit Account Agreement), and

(c) any other instructions concerning your Invest Account.

The Carrying Broker will look solely to us unless otherwise directed by us, and not to you, with respect to any such orders or instructions; except that the Carrying Broker will deliver confirmations, statements, and all written or other notices with respect to your Investing Account directly to you. The Carrying Broker holds all assets in your Invest Account on its own books. If you want to learn more about how your assets are being held, you may contact us or the Carrying Broker directly.

You agree to hold One Growth and its affiliates harmless from and against any losses, costs or expenses arising in connection with any action taken by Carrying Broker in accordance with this provision and the terms and conditions you have or will enter into with Carrying Broker. You further understand and agree that OnePay Invest is not responsible, and will not be liable, for Carrying Broker’s actions. You agree to resolve any disputes you have with Carrying Broker directly.
Trading

(a) Appointment and Authorization. Invest Accounts are solely self-directed brokerage Invest Accounts. You appoint OnePay Invest as your agent for the purpose of carrying out any instructions submitted for your Invest Account. If you ask us to follow instructions that we believe might be contrary to applicable law, or that may expose us to any claim, liability, or damages, we may refuse to follow your instructions or may require a bond or other protection, including your agreement to indemnify us.

(b) Orders. You appoint OnePay Invest as your agent for the purpose of carrying out any instructions submitted for your Invest Account, including those relating to the purchase or sale of securities. You assume all investment risk with respect to such transactions. All transactions will be executed only on your order, except as provided by this Agreement or otherwise agreed to. As your agent, we are authorized to:
(i) rely on any instructions for actions taken with respect to your Invest Account that we believe are authorized, regardless of how those instructions have been transmitted to us;

(ii) transmit your instructions to OFI and the Carrying Broker. They, on your behalf, will transmit or receive funds into your OnePay deposit account, held at the Sponsor Bank, as necessary in connection with any instructions you give us, and we have forwarded.

(iii) establish relationships with clearing brokers (including the Carrying Broker) and to appoint and use sub-agents and we and our sub-agents may, among other things,

(A) open or close accounts;

(B) maintain customer records;

(C) hold securities in bearer, registered, or book entry form;

(D) place, modify or withdraw orders; and

(E) take any other such actions as we deem reasonable to carry out your instructions or other reasonable steps in connection with our duties.

We may, at our sole discretion and without prior notice to you, refuse, cancel or restrict your orders. You are solely responsible for orders placed through your Invest Account. Granting access to your Invest Account or ability to submit instructions to us to any third party is done solely at your own risk. Due to many factors, including changing market conditions or technical or operational limitations, we cannot guarantee that orders will be placed, withdrawn, or modified as instructed. You assume all investment risk with respect to such transactions.

(c) Order Type. We will treat all orders as “not held.” For information regarding how your order is marked for execution purposes by the Carrying Broker and the resulting implications to you, please refer to the Carrying Broker’s trading disclosures, available at: https://legal.drivewealth.com/fractional-shares-disclosure.

(d) Modification or Cancellation of Orders. Once you have placed an order, there is no guarantee that OnePay Invest will be able to complete any subsequent request to cancel or modify that order. OnePay Invest is not liable to you if any request to cancel or modify an order is not completed as requested.

(e) Securities Offered. You understand that OnePay Invest may, for any reason and at any time in its sole discretion, change the list of securities available for purchase or sale through the OnePay App without any prior notice to you. You understand that in the event a security held in your Invest Account is no longer offered through the OnePay App you may need to liquidate and/or transfer your holdings in such security. We cannot be held responsible for losses arising from such liquidation or transfer, including any adverse taxable consequences arising out of such transfer or sale. You waive any claim for loss or damages against us arising out of or related to any liquidation or transfer arising out of a change to the list of securities available for purchase or sale through the OnePay App.

(f) Purchases. You are required to pay in full for all securities purchased through your Invest Account immediately upon execution, or if otherwise specified, upon demand. We may, in our sole discretion, require full payment in cleared funds prior to accepting any order to purchase securities.

When you place a securities purchase order, OFI, through its arrangement with the Sponsor Bank, will place a hold on the corresponding amount in your OnePay deposit account immediately following initiation of the order. Upon confirmation from Carrying Broker that the trade has been executed, the hold will be released and your OnePay deposit account will be debited in the amount of the executed transaction. Final settlement between OFI and Carrying Broker will typically occur on a T+1 basis (i.e., one (1) business day after the trade is executed), unless otherwise specified or required by applicable law. By placing an order to purchase securities, you authorize and direct us to instruct OFI, on your behalf, to place a hold on, and transfer the necessary funds from your OnePay deposit account to the Carrying Broker for settlement of the transaction.

If sufficient funds are not available in your OnePay deposit account at the time an order is placed, we may reject the order without further notice. If you fail to provide sufficient funds to settle a securities purchase, we may, in our sole discretion and without prior notice to you: (i) liquidate securities or other assets held in your Invest Account or in your Carrying Broker account to cover the purchase price; and/or (ii) restrict or suspend trading in your Invest Account until adequate funds have been received.

(g) Recurring Investments. You may set up recurring purchases of stock through the Recurring Investment feature (each, a “Recurring Order”). By setting up a Recurring Order, you authorize and instruct OnePay Invest to place an order for the applicable stock, in the amount and at the periodic interval you specify (e.g., daily, weekly, or biweekly). You also authorize OFI to debit your OnePay deposit account for the full order amount as a “Recurring Transfer” (as defined under your OnePay Deposit Account Agreement) at the specified frequency to fund the Recurring Order.

Recurring Orders will be placed as orders on the applicable day and will be executed as if you had placed the order manually at that time. Recurring Orders will only be placed by OnePay Invest during market hours; however, Recurring Orders may not necessarily occur at the same time on each day of the selected periodic interval. If a scheduled Recurring Order is set to occur on a non-market day it will be placed on the next available market open day. The price per share may have changed from when you set the Recurring Order and the price per share may vary for each Recurring Order. We will send a trade confirmation following the execution of each Recurring Order but you may not receive prior notification of Recurring Orders before they occur. OnePay Invest may set minimum transaction requirements for Recurring Orders. You may cancel Recurring Orders at any time, but cancellations must be submitted at least one day prior in order to ensure cancellation of the next Recurring Order. Recurring Orders will continue until canceled by you or OnePay Invest. OnePay Invest is not required to permit you to set up any Recurring Order, and to the extent you do, OnePay Invest may cancel or modify any Recurring Order for any reason in its sole discretion. If you do not have sufficient funds available for any Recurring Order, we may make additional attempts to pull funds (including by liquidating securities or other assets held in your Invest Account or in your Carrying Broker account), wait to retry on the next scheduled Recurring Order, or cancel the Recurring Order altogether. Each Recurring Order is a separate self-directed order instructed and authorized by you; OnePay Invest does not exercise any discretion or investment authority over Recurring Orders. In the event a Recurring Order is canceled or rejected by OnePay Invest, the Carrying Broker-Dealer, or a market center, you direct OnePay Invest to place the order again on your behalf. It is your responsibility to follow any corporate actions that could impact any Recurring Order.

(h) Round-ups. You may have the option to select your Invest Account as the destination for “Round-ups” through the Round-ups feature, as described in your OnePay Deposit Account Agreement. If you set up and enable Round-ups for OnePay Invest, you authorize and direct OnePay Invest to instruct OFI, on your behalf, to transfer the Round-up amount from your OnePay deposit account to the Carrying Broker for settlement of the transaction. The amount of each Round-up is determined by rounding the eligible transaction in your OnePay deposit account up to the next whole dollar when the OnePay deposit account transaction settles. The difference between the transaction amount and the next whole dollar is then used to place an Order in that amount for your pre-selected stock. For example, if you authorize a OnePay Debit Card purchase of $9.01, $0.99 will be the Round-up amount invested in your pre-selected stock. OnePay deposit account transaction settlement times may vary and the transaction amount may also change (for example, if you add a tip). Round-ups from your OnePay deposit account transactions are not processed in real time. Instead, purchases made on a given day are aggregated the following day and submitted as a single investment order per customer.

Once your Round-ups are aggregated:
1. If the market is open at the time the order is ready, it will be placed and executed as a standard market order.
2. If the market is closed, the order will be scheduled for the next available trading window, and will appear in your account as “Scheduled” until executed.
Because Round-up orders are delayed by at least one day from the date of the underlying purchases, the price per share at execution may differ from when the original transactions occurred. Each Round-up is treated as a one-time, self-directed order based on your selected investment preferences.

We will send a trade confirmation following the execution of each Round-up so you may not receive prior notification of the Round-up before it occurs. You may view your trade confirmations by accessing the OnePay App settings. OnePay Invest may set minimum transaction requirements for Round-ups. You may disable Round-ups or change your stock selection at any time, but we may be unable to stop pending Round-ups. OnePay Invest may cancel or modify any Round-up for any reason in its sole discretion. If you do not have sufficient funds available for any Round-up, we may make additional attempts to pull funds, wait to retry on your next Round-up, or cancel the Round-up altogether. Each Round-up order is a separate self-directed order instructed and authorized by you; OnePay Invest does not exercise any discretion or investment authority over Round-ups. It is your responsibility to follow any corporate actions that could impact any Round-ups. In the event a Round-ups securities purchase order is canceled or rejected by OnePay Invest, the Carrying Broker-Dealer, or a market center, you direct OnePay Invest to place the order again on your behalf. Round-ups investments may generate taxable events, including capital gains or dividend income. You are responsible for any tax liabilities resulting from your investments.

(i) Dividend Reinvestment Program. If you elect to participate in the Dividend Reinvestment Program (the “DRIP”), you authorize the automatic reinvestment of dividends and other eligible cash distributions (“Dividends”) paid on all Eligible Securities (as defined below) held in your Invest Account. You are not required to select individual securities for participation; enrollment in the DRIP applies to all Eligible Securities you own.

Dividends will be reinvested by the Carrying Broker provided that (i) you hold the Eligible Security on or before the applicable record date for the Dividend, and (ii) you continue to hold such Eligible Security through the Dividend payment date. By voluntarily enrolling in the DRIP, you acknowledge that you have read, understand, and agree to the terms set forth herein.

“Eligible Securities” are those securities designated by OnePay Invest and/or the Carrying Broker, in their sole discretion, as eligible for automatic dividend reinvestment. OnePay Invest and/or the Carrying Broker may add or remove a security from the list of Eligible Securities and/or may discontinue the DRIP at any time, in their sole discretion, and without prior notice to you.

“Dividends” include, but are not limited to, regular and optional cash dividends, capital gain distributions, and cash-in-lieu payments. Certain payments, such as special dividends, liquidation proceeds, late ex-date distributions, and other non-standard payments, may not be eligible for reinvestment.

By participating in the DRIP, you authorize the Carrying Broker to submit a market order to purchase additional shares of the same Eligible Security on your behalf using the applicable Dividends, generally on the trading day following receipt of such funds. You understand that you will not have access to or use of the Dividends prior to reinvestment, as such funds will be held solely for the purpose of effecting the reinvestment.

The Carrying Broker may aggregate your Dividends with those of other customers participating in the DRIP in order to purchase shares in bulk. Following the reinvestment, your Invest Account will be credited with the appropriate number of shares, including fractional shares, based on the amount of your Dividends and the purchase price per share.

In rare circumstances, the Carrying Broker may be unable to reinvest the Dividends on the next trading day. In such cases, reinvestment will occur as soon as reasonably practicable thereafter.

Participation in the DRIP may result in your ownership of fractional shares of an Eligible Security. As described elsewhere in this Agreement, fractional shares are subject to certain risks and limitations, and may have different rights than whole shares of the same security.

Enrollment in the DRIP will take effect with respect to the next scheduled Dividend payment, provided your instruction to participate is received by OnePay Invest at least three (3) trading days prior to the payment date of such Dividend.

Participation in the DRIP is entirely voluntary. You acknowledge that neither OnePay Invest nor the Carrying Broker has recommended or provided investment advice concerning the DRIP, any Eligible Security, or any investment strategy. Reinvestment of Dividends does not guarantee a profit or protect against losses in declining markets.

You may terminate your participation in the DRIP at any time by following the instructions provided within the OnePay App. Termination will be effective with respect to the next scheduled Dividend payment, provided your request is submitted at least three (3) trading days before the applicable payment date. Termination of your participation in the DRIP does not relieve you of any other obligations you may have to OnePay Invest or the Carrying Broker.

(j) Sales. You may only place orders to sell securities that you beneficially own and that are held in your Invest Account at the time the order is submitted. OnePay Invest will only accept sell orders for securities that are actually owned by you and available in your Invest Account for delivery.

(k) Over-the-Counter (OTC) Trading. In limited circumstances, including but not limited to the delisting of a security from a national securities exchange, OnePay Invest may, in its sole discretion, permit the placement of sell-only orders for certain securities through over-the-counter (“OTC”) markets. OTC trading may be offered solely as an accommodation to you and is not a guaranteed or standard feature of the OnePay Services. OnePay Invest reserves the right to modify, limit, or suspend support for OTC trading at any time and without prior notice.

Before submitting an OTC order, you should carefully review and understand the unique characteristics and significant risks associated with OTC trading. Unlike exchange-listed securities, OTC securities are often less liquid, more volatile, and less transparent. OTC trades may not be executed immediately and may be delayed or batched with other customer orders. Execution may take several hours or days, if execution occurs at all.

Orders submitted for OTC trades route and execute differently than those for exchange-traded securities. There is no consolidated venue for OTC trading, and pricing information may vary by venue. As a result, prices displayed on the OnePay App may not reflect current or executable market prices and may not correspond to the price at which your order is ultimately executed. The execution price for an OTC trade may differ substantially—positively or negatively—from the price shown at the time the trade is placed. You acknowledge that OTC securities may not be registered with the U.S. Securities and Exchange Commission (“SEC”), and that publicly available information about the issuers of such securities may be limited or unreliable. Accordingly, it may be difficult or impossible to accurately assess the value or financial condition of such issuers. You agree to exercise heightened caution and conduct thorough due diligence before making any investment decisions involving OTC securities. All OTC trades are subject to applicable regulatory fees, including SEC transaction fees and FINRA Trading Activity Fees.

(l) Settlement of funds. Settlement of funds for securities transactions typically takes one (1) business day or more, in accordance with contractual specifications, applicable market rules and regulatory requirements. In the case of a purchase transaction, you may not be permitted to liquidate the purchased securities until settlement is complete. For all sale transactions, OnePay Invest arranges for OFI through its partnership with Sponsor Bank, to make funds available to you in advance of settlement. Upon execution, and pursuant to OFI’s arrangement with Sponsor Bank, OFI facilitates an immediate, non-recourse cash advance to your OnePay deposit account in an amount equal to the anticipated net sale proceeds (the “Advance”). The Advance is provided solely in connection with validly executed trades and does not represent the actual sale proceeds, as you remain the shareholder of record until the transaction settles. The Advance constitutes a separate financial accommodation extended by OFI and is not secured or contingent upon the underlying securities transaction. The Advance is not a guaranteed feature of the OnePay Services and OnePay Invest reserves the right to modify, limit, or suspend the Advance feature at any time and without prior notice.

(m) After-Market Orders. OnePay Invest does not offer trading outside of regular U.S. market hours. If you place an order in your Invest Account at a time when U.S. stock markets and exchanges are closed for trading (“after-hours”), your order will be queued for execution at or after the market open on the next business day. The price displayed in the OnePay App during after-hours reflects the closing price of the security from the prior market session and does not represent the price at which your order will be executed once the market reopens. You acknowledge that market conditions, including price and liquidity, may fluctuate significantly between the close and the subsequent open of the market, and that such fluctuations may materially affect the execution price of your order. OnePay Invest is not liable for any losses or outcomes arising from market conditions that change during after-hours periods. We may, at our sole discretion and without prior notice, pause, modify, or disable the scheduled order feature at any time.

(n) Order Routing. You acknowledge and agree that OnePay Invest and the Carrying Broker retain sole discretion over the routing of orders to market centers and the manner in which such orders are handled. In determining where to direct an order, OnePay Invest and the Carrying Broker may consider various factors, including but not limited to: speed of execution, opportunities for price improvement (i.e., executions at prices better than the prevailing market), execution guarantees, liquidity, system reliability, service levels, execution costs, receipt of payment for order flow, and reciprocal business arrangements. Some orders may be subject to manual review, which may result in delays and may cause execution at prices different from those displayed or quoted at the time the order was placed. Pursuant to Rule 606 under the Securities Exchange Act of 1934, the Carrying Broker publicly discloses information regarding its order routing practices, including material market centers to which orders are routed and any material relationships with those market centers. The Carrying Broker may receive, and may share with OnePay Invest, compensation in connection with the routing of customer orders to particular execution venues.

(o) Discretion Over Trading Platform. You acknowledge that you have elected to use OnePay Invest as your trading platform and agree that OnePay Invest retains sole discretion over the design, functionality, and operation of the platform. OnePay Invest may, at any time and without prior notice, make changes to the trading platform or its underlying systems, including but not limited to interface features, order types, trading hours, or the OnePay Services. You understand and agree that OnePay Invest is not responsible for any losses, costs, or damages arising from any such modifications, suspensions, or terminations of functionality or features within the trading platform.

(p) Securities Lending. If this program becomes available and you have agreed to enroll in the Carrying Broker’s fully-paid securities lending program, the Carrying Broker may lend the securities in your Invest Account to other brokers or investors who are seeking to borrow stock. You understand and agree that if you participate in the securities lending program and your securities are loaned out, you may earn a portion of the fees actually received by the Carrying Broker in connection with such loans, subject to the terms and conditions of the Carrying Broker’s Master Securities Lending Agreement, which is available here. You further understand that there are certain risks involved with securities lending, and have reviewed and acknowledged the document entitled “IMPORTANT RISK DISCLOSURES WITH RESPECT TO PARTICIPATING IN FULLY PAID SECURITIES LENDING TRANSACTIONS” which was made available to you when you enrolled in the program and which is posted on the Carrying Broker’s website.
Self-Directed Invest Account; No Investment Advice or Recommendations

Your Invest Account is entirely self-directed. You are solely responsible for all investment decisions made in connection with your Invest Account, including the evaluation of the risks and suitability of any security, transaction, or investment strategy. You acknowledge and agree that all orders placed in your Invest Account are unsolicited, and are based exclusively on your own judgment, investment objectives, and evaluation of the potential benefits and risks.

You further acknowledge and agree that OnePay Invest does not:

(a) Provide investment advice in connection with your Invest Account;

(b) Recommend or endorse any security, transaction, investment strategy, or order;

(c) Undertake any obligation to monitor, review or make recommendations for the investment of securities in your Invest Account;

(d) Solicit orders or offer investment recommendations;

(e) Provide tax, legal, or estate planning advice;

(f) Act as a market maker in any security; or

(g) Exercise any discretionary trading authority over your Invest Account.
Any information, assistance, or communications provided by OnePay Invest—including those related to the OnePay App, platform functionality, or Invest Account features—are strictly limited to general administrative or technical support and do not constitute investment advice, a recommendation, or an assessment of the suitability of any particular investment or transaction. You acknowledge that you have an ongoing obligation to monitor your Invest Account and the investments you make through it. You alone are responsible for responding to changes in your financial circumstances or market conditions as you deem appropriate. Any research materials, market data, educational content, or similar resources made available by OnePay Invest or its affiliates are intended solely for informational and educational purposes. Such materials are not—and should not be construed as—investment advice, a recommendation, a solicitation, or an offer to enter into any securities transaction or investment strategy.
Risks of Investing

Investing in securities involves substantial risk. By using your Invest Account, you acknowledge and accept the following:

(a) Possibility of Loss All investments carry risk, including the potential loss of principal. You understand that the value of any security may decrease significantly or become worthless. Past performance is not indicative of future results or returns. You are solely responsible for any gains or losses realized in your Invest Account. You should invest only after carefully considering your financial situation, investment experience, and risk tolerance. You should never invest funds you cannot afford to lose. While diversification may help manage risk, it does not guarantee a profit or protect against losses.

(b) No Insurance Coverage Investments in stocks and other securities are not insured by the Federal Deposit Insurance Corporation (“FDIC”) or any Federal Government agency, are not a deposit, and are not protected against loss in value.

(c) Market Conditions Market prices fluctuate and may differ from the prices displayed at the time you submit or confirm a transaction. Pricing, volume, liquidity, and other prevailing market conditions can affect execution. OnePay Invest cannot guarantee that any order you place will be executed, or that it will be executed at the price displayed or expected.

(d) Electronic Trading Risks Your Invest Account is accessed and operated through an electronic trading platform provided by OnePay Invest. Electronic trading involves risks that may affect access, execution, and timing. System response times and availability may vary due to market volatility, volume, technical issues, and other factors. Delays or interruptions in access to your Invest Account may prevent timely order placement or execution. OnePay Invest does not guarantee continuous availability of its platform and is not responsible for failures or delays caused by third-party service providers, including your internet provider, mobile carrier, or other technology vendors.

(e) Differences Among Securities Securities differ in terms of issuer risk, liquidity, trading volume, voting rights, dividend policies, and other attributes. Some securities may be thinly traded or otherwise difficult to sell or convert to cash. You are solely responsible for knowing the rights, terms, and obligations of all securities purchased, sold and maintained in your Invest Account including, but not limited to, mergers, reorganizations, stock splits, name changes and/or symbol changes, dividends, option symbols, and option deliverables. You further understand that certain securities may grant you valuable rights that may expire unless you take specific action. These securities include bonds, convertible securities, warrants, stock rights and securities subject to exchange offers or tenders. You are responsible for knowing all expiration dates, redemption dates, and the circumstances under which rights associated with your securities may be called, canceled, or modified. OnePay Invest is not required to notify you of any upcoming expiration or redemption dates, or take any action on your behalf except as required by law and the rules of regulatory authorities.

(f) Exchange-Traded Funds (ETFs) Before investing in any Exchange-Traded Fund (“ETF”), you should carefully review its investment objectives, risk factors, fees, and expenses as described in the ETF’s prospectus or other offering documents. ETFs are subject to unique risks, including tracking error, market volatility, and liquidity risk. Fees and expenses associated with ETF investments will reduce overall returns and may prevent the ETF from precisely tracking its underlying index. Investors are strongly encouraged to read each ETF’s prospectus thoroughly before making an investment decision.
Fractional Shares

(a) Overview. Through the OnePay Invest platform, you may purchase securities in dollar-based amounts rather than in whole share quantities. As a result, transactions in your Invest Account may result in the acquisition or sale of fractional shares of certain eligible securities. Trading in fractional shares presents distinct risks and limitations, which you acknowledge and agree to understand prior to engaging in such transactions.

(b) Orders for Fractional Shares. For fractional share purchases, OnePay Invest will not accept fractional share orders less than $1.00.

(c) Rounding. Fractional share transactions are executed in notional (dollar) amounts, not in share quantities. Accordingly, the number of shares you receive or sell may be subject to rounding up or down to the nearest supported decimal place. This rounding may reduce the number of shares received in a purchase or the proceeds received in a sale. Rounding practices may also affect your eligibility to receive certain corporate actions, including cash dividends, stock dividends, and stock splits, particularly when the resulting entitlements are less than one cent or otherwise non-divisible.

(d) Transferability. Fractional shares are not transferable and cannot be certificated. If you initiate a full or partial transfer of your Invest Account to another financial institution, including via the Automated Customer Account Transfer Service (“ACATS”), any fractional shares in your Invest Account must be liquidated. Such liquidation may result in transaction fees, charges, or a potential loss of value depending on the size and market value of the fractional share holdings. In some cases, the cost of liquidation may equal or exceed the value of the fractional shares. We cannot be held responsible for losses arising from such liquidation, including any adverse taxable consequences arising out of such transfer or sale. You waive any claim for loss or damages against us arising out of or related to any such liquidation.

(e) Voting Rights. You may not be entitled to exercise voting rights with respect to fractional shares held in your Invest Account. Voting rights are typically afforded only to holders of whole shares, and the issuer or vote tabulator may not recognize or count votes submitted for fractional positions. You may need to hold a full share of a security to be eligible to vote on shareholder matters.
SIPC Membership and FINRA BrokerCheck

OnePay Invest is a member of SIPC, which provides limited protection to customers of its member firms. SIPC coverage protects securities and cash in your Invest Account held by the Carrying Broker, up to a total of $500,000, which includes a maximum of $250,000 for claims related to uninvested cash resulting from the sale or intended purchase of securities.

SIPC coverage does not insure against a decline in the market value of securities, nor does it provide any guarantee of investment returns. Securities held in your Invest Account are not federally insured or guaranteed. For additional information, including an explanatory brochure on SIPC protection, you may visit www.sipc.org or contact SIPC directly at (202) 371-8300.

You may view OnePay Invest’s registration and background information through FINRA BrokerCheck, a service provided by the Financial Industry Regulatory Authority. FINRA BrokerCheck provides information about the licensing, employment history, and regulatory disclosures of FINRA member firms and their associated persons. You may access BrokerCheck by visiting www.finra.org or by calling (800) 289-9999. An investor brochure describing FINRA BrokerCheck is available upon request.
Margin Account Limitations; No Extension of Credit

All Invest Accounts are established as margin accounts for the limited purpose of facilitating the settlement of transactions. Your Invest Account is not a traditional margin account and does not include margin lending or the extension of credit. OnePay Invest does not extend credit to you under any circumstances, and you may not borrow funds for the purchase of securities. Notwithstanding the absence of credit, all securities, cash, and other property held in your Invest Account are subject to a lien in favor of OnePay Invest for the payment of all obligations arising in connection with your Invest Account, including but not limited to trade settlements, debit balances, and any applicable fees or charges.

Your Invest Account at the Carrying Broker is designated as a “zero-balance” account. This means that any free credit balance (i.e., uninvested cash) in your Invest Account will be automatically swept into your OnePay deposit account (“Free Credit Balance”). The Carrying Broker transfers the Free Credit Balance into a designated settlement account held at Sponsor Bank (“Settlement Account”). Thereafter, OFI through its arrangement with the Sponsor Bank, facilitates the crediting of those funds to your OnePay deposit account. You hereby authorize and provide a standing instruction to OnePay Invest, OFI and the Carrying Broker to transfer any free credit balance out of your Invest Account and into the Settlement Account and your OnePay deposit account on an ongoing basis to maintain the zero-balance structure.

You understand and acknowledge that any amounts transferred to your OnePay deposit account are not protected by SIPC. For additional details, please refer to the applicable terms of service governing your OnePay deposit account. You specifically agree that your Invest Account will not hold a Free Credit Balance, with all Free Credit Balances being swept into the OnePay deposit account via the Settlement Account. You acknowledge and agree that this arrangement differs from the features offered by certain other broker-dealers that may allow customers to maintain such balances within their brokerage accounts.
Confirmations and Statements

You are solely responsible for reviewing all trade confirmations and Invest Account statements promptly upon receipt. These documents provide important information regarding the activity, balances, and holdings in your Invest Account and are made available to you electronically in accordance with applicable regulatory requirements and your consent to electronic delivery.
You agree to notify OnePay Invest immediately of any errors, omissions, or unauthorized activity reflected in any confirmation or statement. Failure to provide timely notice of an error may be deemed a waiver of your right to contest the accuracy of the transaction, and OnePay Invest shall not be liable for any losses, including those resulting from market fluctuations, that may occur as a result of your delay in reporting any error.
Corporate Actions, Reorganizations, and Delisting

Certain securities held in your Invest Account may confer rights that are subject to expiration unless specific action is taken by you—such as voting rights or participation in tender offers, exchange offers, or other corporate events. You are solely responsible for understanding the rights and obligations associated with each security you hold and for taking any required action within the applicable timeframes. OnePay Invest is not obligated to notify you of any upcoming deadlines or to act on your behalf with respect to such rights, except as may be required by applicable law or regulation.

OnePay Invest may, at its discretion, arrange for the delivery of corporate action notices or other materials relating to securities held in your Invest Account. You are responsible for reviewing such notices and for making any elections or taking any actions necessary to exercise rights conferred by those securities.

In the event of a corporate reorganization—including, but not limited to, mergers, acquisitions, spin-offs, or recapitalizations—or in the event a company is delisted from a national securities exchange, OnePay Invest reserves the sole discretion to determine whether it will support continued trading or holding of the affected securities. Securities of companies that no longer trade on a national exchange may have limited liquidity, reduced transparency, and may experience delays in pricing data, trade execution, and trade confirmation.
If OnePay Invest determines not to support trading or custody of securities subject to a reorganization or delisting, you may be required to liquidate or transfer such positions within a time period designated by OnePay Invest. In the case of liquidation, OnePay Invest may utilize non-standard order types or alternative execution methods to facilitate the f of such securities. We cannot be held responsible for losses arising from such liquidation or transfer, including any adverse taxable consequences arising out of such transfer or sale. You waive any claim for loss or damages against us arising out of or related to any liquidation or transfer arising out of our decision not to support trading or custody of securities subject to a reorganization or delisting.

You acknowledge and agree that OnePay Invest shall not be liable for any losses, delays, or missed opportunities arising from your failure to monitor or act upon corporate actions or from any limitations related to trading or supporting reorganized or delisted securities.
Payment for Order Flow

SEC rules require registered broker-dealers to disclose their policies regarding the receipt of “payment for order flow” in connection with the routing of certain customer orders. “Payment for order flow” includes, among other things, any monetary payment, service, property, or other benefit that results in remuneration, compensation, or consideration to a broker-dealer from any broker-dealer or exchange in return for routing orders.

You acknowledge and agree that, as an introducing broker to your Invest Account, OnePay Invest your securities orders to its full-disclosed clearing firm, the Carrying Broker. The Carrying Broker then routes your securities orders for execution to various national securities exchanges, alternative trading systems, or other broker-deal (collectively, “Market Centers”) based on a number of factors. These factors may include: size of order, trading characteristics of the security, favorable execution prices (including the opportunity for price improvement), access to reliable market data, availability of efficient automated transaction processing and reduced execution costs through price concessions from the Market Centers. For clarity, the Carrying Broker is the party responsible for the duty of best execution in relation to your securities orders placed using the OnePay Services. You understand that OnePay Invest may receive a portion of the payment for order flow received by the Carrying Broker based on its placement of customer trades with Market Centers. Certain of the Market Centers may execute orders at prices superior to the publicly quoted market in accordance with their rules or practices. The order routing policies, taking into consideration all of the factors listed above, are designed to result in favorable transaction processing for Public Investing customers.

Details regarding the Carrying Broker’s order-routing practices, including its disclosures pursuant to SEC Rules 606 and 607, are available in the Disclosure Library. Specific information regarding payment for order flow associated with your orders is available upon written request.
Account Suspension or Termination

OnePay Invest may, in its sole discretion and at any time, restrict or prohibit trading in your Invest Account, or suspend, terminate, or close your Invest Account, either temporarily or permanently, with or without prior notice. OnePay Invest may also liquidate any and all assets held in your Invest Account or with the Carrying Broker, and/or may transfer your Invest Account to another brokerage firm, subject to applicable law.
In the event of any such action, you remain fully responsible for all obligations related to your Invest Account, including outstanding fees, balances, and the settlement of pending transactions. OnePay Invest shall not be liable for any losses, tax consequences, or other liabilities resulting from such liquidation or transfer.

OnePay Invest does not permit individuals identified by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) as Specially Designated Nationals and Blocked Persons (“Sanctioned Individuals”) to open or maintain an Invest Account. Additionally, individuals located in countries subject to OFAC-administered sanctions programs (“Sanctioned Countries”) are prohibited from accessing Invest Accounts. If OnePay Invest discovers that an Invest Account has been opened or accessed in violation of these restrictions, it may suspend, restrict, or terminate the account immediately, without notice.
Commissions, Fees, and Taxes

(a) Commissions and Fees. You agree to pay all applicable trade charges, brokerage commissions, mark-ups, and other service-related, operational, custodial, or transactional fees (“Fees”) as set forth in Appendix A. OnePay Invest may implement new Fees or modify existing Fees at any time, in its sole discretion. The fees we charge you may be updated from time to time, or as otherwise indicated by us with notice to you by email, on our website, or other reasonable method. If you are unwilling to accept the fees, you may close your account at any time, but your continued use of the Invest Account will be deemed acceptance of the relevant fees. You acknowledge that all Fees are reasonable compensation for the OnePay Services provided.

(b) Taxes. You are solely responsible for all applicable taxes, duties, interest, and penalties that may arise in connection with activity in your Invest Account. This includes taxes related to sales transactions, dividend payments, or other income. You agree to comply with all tax reporting obligations required under applicable law. OnePay Invest applies the First In, First Out (FIFO) accounting method for calculating gains or losses unless otherwise required by law or instructed in writing by you in accordance with our procedures.

(c) Deduction of Fees, Taxes and Expenses. You authorize OnePay Invest to deduct all Fees, charges, taxes or any reasonable out-of-pocket expenses we may incur on your behalf directly from your Invest Account or linked Funding Account. OnePay Invest reserves the right to liquidate securities or other assets in your Invest Account or with the Carrying Broker, as necessary, to satisfy amounts owed in connection with your Invest Account, to the extent permitted by applicable law. We cannot be held responsible for losses arising from such liquidation or transfer, including any adverse taxable consequences arising out of such transfer or sale. You waive any claim for loss or damages against us arising out of or related to any liquidation or transfer to satisfy amounts owed in connection with your Invest Account.
Error Corrections

OnePay Invest may correct any errors identified in your Invest Account without prior notice. This includes adjusting account balances or security positions, and debiting your Invest Account for improperly credited funds or assets. Such corrections may result in a negative balance, for which you remain fully liable. We shall not be liable in connection with any errors arising out of or relating to entering, executing, handling, selling, or purchasing securities or orders for your Invest Account except as a result of gross negligence or willful misconduct on our part.
Monitoring and Recording

You acknowledge and agree that OnePay Invest may monitor, record, and review activity on the OnePay App and in connection with your Invest Account, including voice calls, text messages, and other electronic communications, without further notice. These recordings may be used for quality assurance, transaction verification, regulatory compliance, or other legitimate business purposes.

Information obtained through monitoring or recording may be disclosed to law enforcement or regulatory agencies as required by law or in connection with any investigation. By using the OnePay Services, you consent to such monitoring and recording practices.
Account Security

You are solely responsible for safeguarding the confidentiality of your Invest Account credentials, including your username and password. Any individual who accesses your Invest Account using your credentials will be deemed to have your authorization, and OnePay Invest will not be liable for any losses, damages, or unauthorized transactions resulting from such access.

If you permit a third party to access your Invest Account or act on your behalf, you assume all risk associated with such access. You must notify OnePay Invest promptly if you become aware of:

(a) Any unauthorized access, loss, or theft of account credentials;

(b) Failure to receive trade confirmations or expected communications;

(c) Receipt of confirmations for transactions you did not place;

(d) Inaccuracies in account information, balances, or transaction history;

(e) Any other suspicious or unauthorized activity.

If we in our sole discretion believe that your Invest Account has been involved in the events described in (a)-(e) above, we may suspend or freeze the account or any privileges of the account or may freeze or liquidate funds or assets in the account and take or refrain from taking such actions as we, in our sole discretion, believe to be reasonably necessary in order to remedy or otherwise address the situation. You waive any claim for loss or damages against us arising out of or related to our exercising our rights under this paragraph.

You agree to cooperate fully in any investigation or legal process resulting from any of the events described in (a)-(e) above, and to file a report with law enforcement if requested. If, following our investigation, we determine that your Invest Account was improperly accessed and/or liquidated, we may, in or sole discretion, choose to reimburse you in cash for the fair market value of a part or the entirety of the affected assets at the time of the unauthorized transaction or liquidation. Such reimbursement is not a guarantee or standard feature of the OnePay App or the Invest Account, and we may not offer such reimbursement in any given case of such improper access and/or liquidation.
Third-Party Content

You may be able to access third-party content, data, or services (collectively, “Third-Party Content”) through the OnePay App or website. OnePay Invest does not review, endorse, or control such content and is not responsible for its accuracy, availability, or your reliance on it. Links to Third-Party Content do not imply any affiliation or endorsement by OnePay Invest or its affiliates.

You agree that OnePay Invest shall not be liable for any loss or damage resulting from your use of or reliance on Third-Party Content. Questions or concerns regarding Third-Party Content should be directed to the content provider or site administrator. OnePay Invest reserves the right to remove or modify access to any Third-Party Content at any time and without notice.
Market Data

(a) Definitions

(i) “Market Data” means (A) last sale information and quotation information relating to securities that are listed on a national securities exchange, (B) such bond and other equity last sale and quotation information, and such index and other market information, as United States-registered national securities exchanges and national securities associations (each, an "Authorizing SRO") may make available and as the NYSE may from time to time designate as "Market Data"; and (C) all information that derives from any such information.

(ii) "Nonprofessional Subscriber" means any natural person who is applying/acting in a personal capacity, as neither a principal, officer, partner, employee, nor agent of any business, nor on behalf of any individual, and who receives market data solely for his/her personal, non- business use and who is not a “Securities Professional.”

(iii) “Securities Professional” includes an individual who, if working in the United States, is: (A) registered or qualified with the SEC, the Commodities Futures Trading Commission (“CFTC”), any state securities agency, any securities exchange or association, or any commodities or futures contract market or association; (B) engaged as an "investment advisor" as that term is defined in Section 202 (a) (11) of the Investment Advisor's Act of 1940 (whether or not registered or qualified under that Act), or (C) employed by a bank or other organization exempt from registration under federal and/or state securities laws to perform functions that would require him or her to be so registered or qualified if he or she were to perform such functions for an organization not so exempt. A person who works outside of the United States will be considered a “Securities Professional” if he or she performs the same functions as someone who would be considered a “Securities Professional” in the United States.

(b) Proprietary Nature of Market Data.You acknowledge and agree that each Authorizing SRO and any other entity that provides data through the facilities of an Authorizing SRO (each, an “Other Data Disseminator”) has a proprietary interest in the Market Data that originates from or is derived from its markets.

(c) Enforcement.You understand and agree that (a) the Authorizing SROs are third-party beneficiaries of this Agreement, and (b) the Authorizing SROs or their authorized representatives may enforce this Agreement directly against you or any person who obtains Market Data other than as permitted by this Agreement. You further agree to reimburse any Authorizing SRO for its reasonable attorney’s fees incurred in enforcing its rights under this Agreement.

(d) Data Not Guaranteed.You acknowledge that OnePay Invest, the Authorizing SROs, the Other Data Disseminators, and any data processors acting on their behalf (collectively, the “Disseminating Parties”) do not guarantee the accuracy, completeness, timeliness, or correct sequencing of any Market Data or other market information disseminated Neither Subscriber nor any other person shall hold any Disseminating Party liable in any way for: (i) any inaccuracy, error or delay in, or omission of, (A) any Market Data, information or message or (B) the transmission or delivery of any such data, information or message, or (ii) any loss or damage arising from or occasioned by (A) any such inaccuracy, error, delay or omission, (B) non-performance or (C) interruption in any such data, information or message, due either to any negligent act or omission by any Disseminating Party, to any "force majeure" (e.g., flood, extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, equipment or software malfunction) or to any other cause beyond the reasonable control of any Disseminating Party

(e)Permitted Use. You may not redistribute or furnish Market Data to any third party. If you are not a Nonprofessional Subscriber (as defined below), you agree to use Market Data solely for your own purposes.

(f) Dissemination Changes. The Authorizing SROs may, at any time and without notice, discontinue or modify the dissemination of any category of Market Data, change transmission methods, or alter transmission speeds or signal characteristics. The Authorizing SROs shall have no liability for any loss or damages resulting from such changes.

(g) Duration and Survival. The provisions regarding enforcement, data accuracy, and permitted use shall survive the termination of this Agreement.
Provisions Applicable to Nonprofessional Subscribers

(a) Eligibility and Permitted Use. You may receive Market Data as a Nonprofessional Subscriber only if we determine, in our sole discretion, that you meet the criteria defined in this Agreement. If you qualify, you may only use Market Data for your own personal, non-business use.

(b) Verification and Personal Information. We may request additional information from you to verify your status as a Nonprofessional Subscriber. You agree to provide upon request your name, address, occupation, employer details, job title, and employment functions.

(c) Eligibility Requirements. By agreeing to receive Market Data as a Nonprofessional Subscriber, you represent and warrant that all of the following are true:

(i) You use Market Data solely for personal, non-business use;
(ii) You do not receive or use Market Data on behalf of any business or other entity;
(iii) You are not currently registered or required to be registered in any capacity with the SEC, CFTC, any securities exchange, or other state or federal regulatory authority in the U.S. or abroad;
(iv) You do not provide investment advice or act as an asset manager;
(v) You do not trade using another person or entity’s capital;
(vi) You do not trade for the benefit of any entity;
(vii) You do not receive compensation or share profits for trading activities;
(viii) You do not receive office space, equipment, or other benefits in connection with trading or investment advisory activities;
(ix) You agree to promptly notify us in writing of any change in your circumstances that may affect your eligibility to be classified as a Nonprofessional Subscriber.
Consent to Electronic Delivery

(a) Consent. By agreeing to this Agreement, you consent to the electronic delivery of all communications related to your Invest Account (“Invest Account Communications”). Your consent includes receiving copies of this Agreement, any agreement, and updates or amendments to either by electronic means. You agree to print a paper copy of or download any electronic communication and retain it for your records.

(b) Definition of Invest Account Communications. Invest Account Communications include, but are not limited to: account statements, confirmations, tax documents, notices, regulatory disclosures, prospectuses, proxy materials, amendments to this Agreement, and any other communications from OnePay Invest or affiliated parties.

(c) Delivery Methods. Electronic delivery may be made via: (i) posting within the OnePay App or website; (ii) push notifications to your mobile device; (iii) email to your address of record; or (iv) a notice directing you to retrieve the document from the OnePay App or website.

You agree that these methods constitute valid personal delivery, regardless of whether you actually access or review the communication.

(d) Responsibility to Maintain Updated Contact Information. You are responsible for maintaining an accurate and current email address with us. We are not responsible for undelivered or undeliverable email. You must ensure that emails from OnePay Invest are not filtered or blocked (e.g., directed to spam). Failure to do so may result in missed or delayed communications. If you authorize a third party to access your email account, you assume the risk that they may view sensitive information. Use of work-related emails or employer-issued devices may result in unauthorized access by others within your organization.

(e) Legal Validity. Electronic delivery fulfills all legal obligations for delivery. You agree that electronically delivered documents are the legal equivalent of paper versions and are admissible in any legal or regulatory proceeding.

(f) Withdrawing Consent. You may withdraw your consent at any time by notifying us in writing. If you request paper delivery, we may charge a service fee. Withdrawal of consent may result in restrictions or closure of your Invest Account. Any withdrawal of consent does not affect the validity of documents delivered electronically prior to the withdrawal.

(g) Tax Documents. Your consent also applies to the electronic delivery of tax-related documents for your Invest Account.

(h) Required Technology. To access electronic communications, you must have:

(i) A computer or mobile device with internet access;
(ii) A valid, functioning email address;
(iii) The ability to download and read PDF or HTML documents;
(iv) Access to a printer, if paper copies are desired.You are responsible for any costs associated with electronic access, such as internet service or mobile data charges.
NO WARRANTY

YOUR USE OF THE ONEPAY APP, YOUR INVEST ACCOUNT, AND ANY RELATED SERVICES OR FEATURES OFFERED BY ONEPAY INVEST OR ITS AFFILIATES IS ENTIRELY AT YOUR OWN RISK. ALL SERVICES, PLATFORMS, TOOLS, FEATURES, AND CONTENT PROVIDED BY ONEPAY INVEST OR ITS AFFILIATES—INCLUDING, BUT NOT LIMITED TO, THE ONEPAY APP, ANY DATA OR INFORMATION, GRAPHICS, TEXT, LINKS TO THIRD-PARTY WEBSITES, OR OTHER MATERIALS—ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
TO THE FULLEST EXTENT PERMITTED BY LAW, ONEPAY INVEST DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES REGARDING:

(a) THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, OR SEQUENCING OF INFORMATION;

(b) THE UNINTERRUPTED OR ERROR-FREE OPERATION OF THE ONEPAY APP OR SERVICES;

(c)THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR SUITABILITY OF ANY SERVICE OR CONTENT FOR ANY APPLICATION OR USE; AND

(d) THE SECURITY OF THE ONEPAY APP OR THE PREVENTION OF UNAUTHORIZED ACCESS.

ONEPAY INVEST DOES NOT GUARANTEE THAT ACCESS TO THE ONEPAY APP OR ANY PART OF THE ONEPAY SERVICES WILL BE AVAILABLE AT ANY SPECIFIC TIME OR GEOGRAPHIC LOCATION, OR THAT SUCH ACCESS WILL BE UNINTERRUPTED OR ERROR-FREE. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO LIMIT OR DISCLAIM ANY WARRANTY OR LEGAL RIGHT THAT MAY NOT BE LAWFULLY EXCLUDED UNDER APPLICABLE LAW.
Setoff

If you owe us or our affiliates money or are past due on any obligation to us or them, we can debit your Invest Account to repay the amount you owe without any legal process or court proceeding. We reserve the right to set off any liability, primary or secondary, direct or contingent, past, present, or future, that you owe to us or our affiliates. To the extent not prohibited by applicable laws, and subject to all other remedies available to us, we have the right to set off any amounts owed to us under this Agreement against your Invest Account, without any legal process or court proceeding. You agree to hold us harmless from any claim arising as a result of our exercise of our right of set-off. We will notify you if we have exercised our right of set-off.
Amendments

We may at any time change or delete any term of this Agreement or add any new terms to the Agreement.

When required by law, we will give you notice before the effective date of any such change, deletion, or addition that is adverse to you in writing or by any other method permitted by law. If you are unwilling to agree to such amendments, you have the right to close your Invest Account prior to the changes taking effect. Your continued use of the Invest Account after the effective date of the change constitutes your agreement to the amended Agreement. You can also access the most recent version of this Agreement in the OnePay App.
Legal Proceedings

You understand that we may from time to time receive "Legal Process" in connection with your Invest Account. Legal Process includes writs of attachment, execution or garnishment, tax withholding orders, levies, restraining orders, subpoenas, warrants, injunctions, requests for information from government agencies, search warrants, forfeiture orders, or similar documents or proceedings. You agree that we are not required to contest any Legal Process and that we may comply with Legal Process if we reasonably believe it to be valid. We may in our discretion notify you of our receipt of Legal Process, but are not required to do so unless applicable law provides otherwise. We will not notify you of any Legal Process received if we believe the law prohibits us from doing so. In response to Legal Process we may, in our discretion, (a) freeze the assets in the Invest Account and/or the OnePay deposit account and not allow any payments out of the Invest Account and/or the OnePay deposit account until a final court determination regarding the Legal Process, (b) hold or turn over Account funds or other property to a court, creditor, government agency or person named in the Legal Process as required by law. We will not have any liability to you if, as a result of any actions taken pursuant to (a) or (b) above there are insufficient funds to pay your transfers. Any fees or expenses we incur in responding to any Legal Process (including, without limitation, attorneys’ fees and our internal expenses) may be charged against your Invest Account and/or the OnePay deposit account.
Governing Law; Choice of Forum

This Agreement and your Account are governed by the laws of the United States and the state of California, without regard to conflicts of laws principles. To the extent that any dispute arising under this Agreement or relating in any way to your Account is not arbitrated, you consent to the exclusive jurisdiction of, and agree that such dispute may be resolved by, Federal and state courts located in Delaware. If we are successful in any such action, suit or judicial proceeding, you agree that we shall be entitled to recover to the extent permitted by law, our reasonable attorneys’ fees and court costs.
Assignment

To the extent permitted by applicable law, we may assign this Agreement without obtaining your consent. You may not assign or transfer your Invest Account or this Agreement without our prior written consent.
Severability

If any provision of this Agreement is found to be invalid or unenforceable, all remaining provisions will continue in full force and effect.
Non-Waiver

The fact that we may decide not to enforce, or may delay enforcing, our rights under this Agreement on one or more occasions does not mean that we waive our right to enforce them on any later occasion.
Interpretation

The headings in this Agreement are for convenience or reference only and do not govern the interpretation of the Agreement's provisions. Unless it would be inconsistent to do so, words and phrases used in this Agreement shall be construed so the singular includes the plural and the plural includes the singular.
Entire Agreement

This Agreement as well as the documents incorporated by reference herein constitute the entire and sole agreement between you and us with respect to the Invest Account and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the Invest Account, provided however that to the extent a customer obtains other products or services offered by our affiliates, such as a previously obtained credit line, those products or services may have additional agreements that govern the terms of such product.
Limitation of Liability; Indemnification

(a) Limitation of liability Except as otherwise required by applicable law, OnePay Invest, its affiliates, and their respective officers, directors, employees, and agents (collectively, the “Indemnified Parties”) shall not be liable for:

(i) Any expenses, losses, costs, damages, liabilities, demands, debts, obligations, penalties, charges, claims, causes of action, fines, or taxes of any kind (including reasonable attorneys’ fees), whether direct or indirect and whether related to third-party claims or otherwise (collectively, “Losses”), arising out of or relating to your Invest Account or this Agreement, except to the extent such Losses are determined by a court of competent jurisdiction or an arbitration panel in a final, non-appealable judgment to have resulted solely from the gross negligence or willful misconduct of OnePay Invest or its affiliates;

(ii) Losses resulting from: (A) any error, omission, deletion, untimeliness, incorrect sequencing, or defect in your Invest Account or any service provided under this Agreement; (B) any failure of performance, interruption, computer virus, communication failure, or unauthorized access to your Invest Account or the OnePay App; (C) any inaccuracy or omission in information, data, or messages provided to you or in their transmission or delivery; (D) any third-party access to your Invest Account authorized by you, including through external systems or platforms; (E) the performance or non-performance of any exchange, clearing organization, Data Provider, Disseminating Party, broker-dealer, bank, or other third party; (F) any causes outside the direct control of the Indemnified Parties, including system failures, operator errors, market suspensions, or data availability; and (G) any force majeure event, including acts of God, flood, extraordinary weather conditions, earthquake, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, equipment or software malfunction; and

(iii) Any indirect, special, incidental, consequential, punitive, or exemplary damages (including lost profits or trading losses) arising from this Agreement, your use of the OnePay App, your Invest Account, the OnePay Services or any related services.

(b) Indemnification In addition to any indemnification obligations elsewhere in this Agreement, you agree to indemnify, defend, and hold harmless the Indemnified Parties from and against any and all Losses, whether brought by you or a third party, arising out of or related to:

(i) your or your agent’s use of your Invest Account; (ii) any breach by you of the terms of this Agreement; (iii) any third-party access to your Invest Account authorized by you or materially attributable to your error, negligence or misconduct; (iv) any third-party actions relating to your receipt or use of any information, market data, or content made available through the OnePay App, whether authorized or unauthorized; (v) any third-party actions related to your use of the OnePay App; (vi) any misrepresentation, action, or omission by you or your agent; (vii) the Indemnified Parties’ actions taken in accordance with or refusal to act on your or your agent’s instructions; (viii) any services provided by the Indemnified Parties in connection with your Invest Account; or (ix) any failure by a third party not controlled by the Indemnified Parties to meet its obligations to you.
Pre-Dispute Arbitration

(a) Arbitration This Agreement contains a pre-dispute arbitration clause. By agreeing to this provision, you acknowledge and agree that:

(i) All parties are waiving their right to sue in court, including the right to a jury trial, except as permitted by the arbitration forum’s rules;
(ii) Arbitration awards are generally final and binding, and the ability to have a court reverse or modify an award is very limited;
(iii) Discovery rights in arbitration are generally more limited than in court proceedings;
(iv) Arbitrators are not required to explain the reasoning behind their award unless both parties request an explained decision in writing at least 20 days prior to the first scheduled hearing date;
(v) The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry;
(vi) Certain arbitration forums may impose deadlines for bringing a claim, and some claims may not be eligible for arbitration and must be filed in court; and
(vii) The rules of the arbitration forum, including any future amendments, are incorporated into this Agreement by reference.

(b) FINRA arbitration Any claim, dispute, or controversy between you and the Indemnified Parties arising out of or relating to your Invest Account, the OnePay App, or this Agreement (a “Dispute”) shall be resolved by binding arbitration administered by FINRA Dispute Resolution, Inc. (“FINRA DR”). You agree to arbitrate such Disputes before FINRA DR in the State of California.

(c) Waiver of judicial forum This agreement to arbitrate constitutes a waiver of the right to pursue claims in court, including the right to a jury trial, unless such waiver is unenforceable under applicable law. If you are a non-resident of the United States, you agree to waive the right to file a legal action in any foreign jurisdiction.

(d) Class action waiver No party may bring or participate in a class action in arbitration. A pre-dispute arbitration agreement may not be enforced with respect to any member of a putative class until: (i) class certification is denied; (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. This temporary forbearance does not constitute a waiver of rights under this Agreement.

Appendix A: Fee Schedule

Introduction

Welcome to the Fee Schedule for One Growth Securities LLC. We want you to clearly understand the costs associated with investing with us. These fees are designed to be as minimal as possible, fair, and aligned with the value we provide. These fees do not include the fees associated with your OnePay deposit account, to understand these fees please review https://www.onepay.com/legal/account-rates-fees.

Below, you'll find a detailed breakdown of our fees.

Transaction Fees

Commissions on Equity Purchase & Sales¹

Miscellaneous Fees

Tax Document Request (Hardcopy)

$5.00 per request

1099 Request for Exempt Accounts

$5.00 per request

Trade Confirmation Request (Hardcopy)

$5.00 per confirmation

Monthly Statement Request (Hardcopy)

$5.00 per statement

Inactivity Fee: Charged after 12 months without any login or contact.

$15.00 per year of inactivity

Failed Transaction Fee (applies only to IRAs; may be charged in connection with failed ACH transfers, including ACH returns involving a customer’s OnePay deposit account)

$2.00 per transaction

Transfer Fees

Incoming ACAT

Outgoing ACAT

$90.00 per account

DTC Deliveries & Receives

$35.00 per position

DWAC Transfer

$130.00 per position

DRS Transfers (Incoming & Outgoing)

$55.00 per position

Pass-Through Fees: Equities

SEC Fee - Applies to Sales

$20.60 per $1 million

TAF Fee - Applies to Sales

$0.000195 per share (maximum of $9.79)

ADR Fee

Varies by ADR: Refer to the ADR Prospectus for exact fee.

Fund Fees

Exchange Traded Funds (ETFs): Fund companies charge their own management fees and they vary by fund. Most of these fees are low, but they do reduce the fund’s returns and you should be aware of them. Check out each fund’s prospectus for details.

An investor should consider the investment objectives, risks, charges, and expenses of the Fund carefully before investing. This and other important information are contained in the Fund’s prospectus. For a current prospectus, please click the Prospectus link on the Fund’s respective page. The prospectus should be read carefully prior to investing.

Important Disclosures

Investing comes with risk, including the risk of loss of some or all of your investment.

This should not be construed as an offer or recommendation to buy, sell, or hold any security, investment, or investment strategy.

Fees are subject to change at any time and One Growth’s discretion. The current fee schedule will be available in the documents section of our website.

The Registered Representatives of One Growth do not receive compensation for the sale of products or services available through the One Growth platform.

Appendix B: Penny Stock Disclosure

IMPORTANT INFORMATION ON PENNY STOCKS

This statement is required by the U.S. Securities and Exchange Commission (SEC) and contains important information on penny stocks. You are urged to read it before making a purchase or sale.

Penny stocks can be very risky.

Penny stocks are low-priced shares of small companies not traded on an exchange or quoted on NASDAQ. Prices often are not available. Investors in penny stocks often are unable to sell stock back to the dealer that sold them the stock. Thus, you may lose your investment. Be cautious of newly issued penny stock.
Your salesperson is not an impartial advisor but is paid to sell you the stock. Do not rely only on the salesperson, but seek outside advice before you buy any stock. If you have problems with a salesperson, contact the firm's compliance officer or the regulators listed below.

Information you should get.

Before you buy penny stock, [effective January 1, 1993] federal law requires your salesperson to tell you the "offer" and the "bid" on the stock, and the "compensation" the salesperson and the firm receive for the trade. The firm also must mail a confirmation of these prices to you after the trade.
You will need this price information to determine what profit, if any, you will have when you sell your stock. The offer price is the wholesale price at which the dealer is willing to sell stock to other dealers. The bid price is the wholesale price at which the dealer is willing to buy the stock from other dealers. In its trade with you, the dealer may add a retail charge to these wholesale prices as compensation (called a "markup" or "mark-down").
The difference between the bid and the offer price is the dealer's "spread." A spread that is large compared with the purchase price can make a resale of a stock very costly. To be profitable when you sell, the bid price of your stock must rise above the amount of this spread and the compensation charged by both your selling and purchasing dealers. If the dealer has no bid price, you may not be able to sell the stock after you buy it, and may lose your whole investment. Brokers' duties and customer's rights and remedies.
If you are a victim of fraud, you may have rights and remedies under state and federal law. You can get the disciplinary history of a salesperson or firm from the NASD at 1-800-289-9999, and additional information from your state securities official, at the North American Securities Administrators Association's central number: (202) 737-0900. You also may contact the SEC with complaints at (202) 272-7440.

FURTHER INFORMATION

THE SECURITIES BEING SOLD TO YOU HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION. MOREOVER, THE SECURITIES AND EXCHANGE COMMISSION HAS NOT PASSED UPON THE FAIRNESS OR THE MERITS OF THIS TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN ANY PROSPECTUS OR ANY OTHER INFORMATION PROVIDED BY AN ISSUER OR A BROKER OR DEALER.

[1] Commissions are separate from passthrough fees you may receive from exchanges, fund companies, or sponsor banks.