Upturn Terms of Use and Investment Advisory Agreement

Last Updated: Aug 25, 2026

These Terms of Use and Investment Advisory Agreement (“Terms”) govern your access to and use of Upturn’s websites, mobile applications, investment advisories, artificial-intelligence features, APIs and related services.

By creating an account, clicking to accept these Terms or using a paid or advisory feature, you agree to these Terms.

Nothing in these Terms waives or limits any right that cannot lawfully be waived under the Investment Advisers Act of 1940, other federal or state securities laws or other applicable law.

About Upturn

Upturn Corporation is a Delaware corporation with its principal business address in Fremont, California, and is an investment adviser registered with the U.S. Securities and Exchange Commission.

Registration does not imply that the SEC has approved Upturn, reviewed Upturn’s investment methodology or verified Upturn’s performance presentations. Registration also does not imply a particular level of skill or training.

Upturn is not a broker-dealer, bank, securities exchange or custodian.

Privacy

Our collection, use and disclosure of information about you is described in Upturn's Privacy Policy, which is incorporated into these Terms by reference.

Description of Services

Upturn provides automated, impersonal investment advisories and supporting investment information concerning covered publicly traded stocks and exchange-traded funds.

Features may include:

• BUY, SELL and PASS advisories;
• Upturn Star Ratings;
• Advisory recency;
• Historical advisory records;
• Simulated advisory performance;
• Stock and ETF performance information;
• Trading-volume, Price Path and Price Stability analysis;
• Company fundamentals;
• AI-generated company and investment analysis;
• Search and filtering;
• Watchlists and alerts;
• Top Picks and Top Performers;
• Simulated or model Robo-Portfolios;
• Analyst coverage and consensus-rating information; and
• Other educational or analytical features.

Upturn may add, remove, modify or discontinue a feature subject to applicable law and any separate agreement.

Advisory and Supporting Content

Upturn’s proprietary BUY, SELL and PASS outputs constitute automated, impersonal investment advice within the scope described in Upturn’s Form ADV.

Company profiles, news summaries, analyst information, AI-generated explanations, educational content and similar materials provide supporting information. Unless expressly stated otherwise, generative AI does not generate or alter Upturn’s proprietary advisory output.

Neither the advisory nor supporting content is personalized to your complete financial circumstances unless Upturn enters into a separate agreement expressly providing personalized or discretionary advice.

Advisory Relationship and Required Disclosures

An investment advisory relationship with Upturn begins when you accept these Terms and access an investment advisory feature identified by Upturn as part of its advisory services, including BUY, SELL, or PASS advisories.

Merely visiting publicly accessible portions of Upturn’s website does not, by itself, establish an investment advisory relationship.

Before or at the time an advisory relationship begins, Upturn will provide access to its current Form ADV Part 2A brochure and, where applicable, Form CRS and other required disclosures.

By accepting these Terms and accessing advisory features, you acknowledge that you have been provided access to the applicable advisory disclosures and have had an opportunity to review them.

Upturn provides automated, non-discretionary investment advisories within the scope described in its Form ADV. Unless a separate agreement expressly provides otherwise, Upturn does not assume discretionary authority over your assets, execute transactions, or provide advice tailored to your complete financial circumstances.

Your advisory relationship will end when your account is closed, your access to advisory services is terminated, or Upturn otherwise notifies you that the advisory relationship has ended, subject to obligations that survive termination and applicable recordkeeping requirements.

No Brokerage, Execution or Custody

Unless you enter into a separate written service that expressly provides otherwise, Upturn does not:

• Open or maintain a brokerage account for you;
• Hold your cash or securities;
• Execute transactions;
• Select your broker;
• Guarantee execution at a displayed price;
• Confirm that an order was filled; or
• Reconcile your actual account.

You decide whether to act on an advisory and are responsible for instructing your broker.

Market prices can change between the time an advisory is generated, displayed, viewed and acted upon.

Robo-Portfolio Status

Unless expressly identified as an actual managed account under a separate advisory agreement, an Upturn Robo-Portfolio is a model or simulated portfolio.

A simulated portfolio does not hold assets or execute transactions. Displayed holdings, transactions, rebalancing and performance are hypothetical.

If Upturn later offers managed or discretionary portfolios, those services will be governed by additional agreements, disclosures, brokerage and custody arrangements and fee terms.

No Guarantee of Results

Upturn does not guarantee that:

• A BUY security will increase;
• A SELL advisory will prevent a loss;
• A PASS security will decline;
• A highly rated security will outperform;
• A simulated portfolio can be reproduced;
• Any historical result will recur; or
• The Services will generate a profit.

You may lose some or all of the money you invest.

Historical and Simulated Performance

Historical advisory performance and portfolio performance displayed by Upturn may be hypothetical, simulated or backtested.

Such results do not represent actual trading in a client account unless expressly stated otherwise. They depend on assumptions concerning advisory timing, execution prices, transaction costs, dividends, rebalancing and other factors.

You agree to review the methodology, assumptions, limitations, and risk disclosures described on Upturn’s Disclosure page at https://www.upturn.io/disclosure before relying on any advisory, rating, portfolio, or performance information. The applicable disclosures are incorporated into these Terms by reference.

Past performance and simulated performance do not guarantee future results.

Investment Decisions and User Responsibility

You remain responsible for determining whether an investment, advisory or portfolio is appropriate for you.

Before investing, you should consider:

• Your objectives;
• Risk tolerance;
• Time horizon;
• Liquidity needs;
• Tax situation;
• Existing investments;
• Concentration exposure; and
• Ability to withstand loss.

Upturn does not provide legal, tax or accounting advice. You should consult qualified professionals when appropriate.

Eligibility

You must be at least 18 years old and legally capable of entering into a binding agreement to create an Upturn account or use its investment advisory services.

Upturn’s advisory services are intended for U.S. persons unless Upturn expressly approves access by another person in writing.

You may not create, access, or use an account on behalf of another person or entity unless you are legally authorized to do so and Upturn permits that use.

Upturn provides automated investment advisories and related information but does not administer retirement plans, manage retirement-account assets, provide account-specific tax or legal advice, or agree to serve as an ERISA fiduciary unless expressly stated in a separate written agreement.

If you use information obtained through Upturn when making decisions involving a retirement, educational, or other tax-advantaged account, you are solely responsible for determining whether the investment is appropriate for that account and complies with applicable account restrictions, plan requirements, and tax rules.

Nothing in these Terms appoints Upturn as a fiduciary to an ERISA plan or retirement account, except to the extent such status applies under applicable law or is expressly established under a separate written agreement.

Account Registration and Security

You must provide accurate information and keep it current.

You are responsible for:

• Protecting account credentials;
• Restricting access to your device;
• Activities performed through your account; and
• Promptly notifying Upturn of suspected unauthorized access.

You may not share an account in a manner that circumvents subscription limits or permits an unauthorized person to receive advisory services.

Subscription Fees, Free Trials, and Billing

Certain features of the Services require a paid subscription. The applicable subscription price, billing period, included features, and renewal terms will be displayed before you subscribe.

Subscriptions may be processed directly by Upturn through Stripe or another payment processor, or through the Apple App Store, Google Play, or another authorized platform.

Upturn may offer a free trial for a specified period. The availability, duration, and conditions of a free trial will be disclosed when the trial begins.

If a free trial does not require a payment method, the trial will expire at the end of the stated trial period unless you separately choose to purchase a subscription.

If a free trial requires a payment method and automatically converts into a paid subscription, Upturn or the applicable payment platform will disclose the conversion terms, subscription price, and cancellation procedure before the trial begins.

Unless otherwise disclosed, paid subscriptions automatically renew at the end of each billing period, and the applicable payment method will be charged the subscription price then in effect, subject to any legally required notice of price changes.

You may cancel a subscription before its next renewal through the platform where you purchased it or through another cancellation method made available by Upturn.

Cancellation prevents future renewals but generally does not terminate access to paid features before the end of the period for which you have already paid.

Subscription fees are nonrefundable except where required by applicable law, expressly stated in an applicable offer, or permitted under the refund policies of the platform through which the subscription was purchased.

If a payment fails or is reversed, Upturn may restrict, suspend, or downgrade access to paid features after any applicable grace period and subject to applicable law.

Applicable taxes may be added to subscription charges where required by law.

Closing or deleting your Upturn account does not automatically cancel a subscription purchased through Apple, Google, or another third-party platform unless that platform expressly confirms cancellation. You remain responsible for cancelling through the applicable purchase platform.

Upturn may change subscription prices, plan features, or billing terms prospectively after providing any notice required by applicable law.

Free Plans and Usage Limits

Upturn may provide limited free access and may enforce limits based on account identifiers, cookies, device information, IP address or other technical measures.

You may not evade a usage limit by creating duplicate accounts, manipulating cookies or using automated tools.

Upturn may modify free-plan features and limits at any time.

AI Assistant Terms

The AI assistant may generate inaccurate, incomplete, outdated or misleading content.

You must independently verify material information before making an investment decision.

You may not submit:

• Brokerage passwords;
• Social Security numbers;
• Complete account numbers;
• Payment-card numbers;
• Material nonpublic information;
• Confidential information you do not have the right to disclose; or
• Content that violates law or another person’s rights.

Upturn may use automated and human review to detect misuse, evaluate quality and improve the Services, subject to the Privacy Policy.

Third-Party Data and Services

Upturn relies on third parties for market data, company information, analytics, authentication, payment processing, cloud infrastructure and artificial-intelligence services.

Third-party information may be delayed, inaccurate, incomplete or unavailable.

Third-party services are governed by their own terms and privacy policies. Upturn is not responsible for a third-party service except to the extent required by applicable law.

Market Data License

Market data and related content are provided for personal, non-commercial use unless Upturn expressly grants additional rights.

You may not:

• Redistribute market data;
• Create a competing database;
• Sell or sublicense Upturn data;
• Use automated means to extract substantial portions of the Services; or
• Use the data in violation of a provider’s applicable license.

Displayed market prices, advisory calculations, performance information, and portfolio values may be based on delayed market data, the most recent available closing price, or another disclosed pricing reference. They may not reflect current market conditions, real-time quotations, or prices at which a transaction can be executed.

Acceptable Use

You may not:

• Violate applicable law;
• Harass, threaten, intimidate or stalk another user or Upturn personnel;
• Access another user’s account;
• Interfere with the security or operation of the Services;
• Circumvent authentication, usage or payment controls;
• Introduce malicious code;
• Scrape or extract content without written permission;
• Reverse engineer protected portions of the Services except where law prohibits restriction;
• Use the Services to manipulate a market or security;
• Submit material nonpublic information;
• Misrepresent Upturn content as your own regulated investment advice;
• Use outputs to train a competing model without permission;
• Assist another person in prohibited conduct; or
• Access or use the Services from a country or region subject to a U.S. government embargo, or while listed on a U.S. government list of prohibited or restricted parties.

Upturn may investigate violations and suspend or terminate access where reasonably necessary.

Intellectual Property

The Services, including Upturn’s software, models, advisory signals, rating methodologies, interface, text, graphics and compilations, are owned by Upturn or its licensors.

Upturn grants you a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to use the Services for personal, non-commercial purposes in accordance with these Terms.

No ownership right is transferred to you.

Trademarks

UPTURN and Upturn's other names, logos and marks are trademarks of Upturn or its licensors and may not be used without Upturn's prior written permission. The look and feel of the Services, including page design, graphics and icons, are Upturn's trade dress and may not be copied or imitated. Other trademarks appearing in the Services belong to their respective owners, and their appearance does not imply endorsement or affiliation.

Feedback

If you voluntarily provide suggestions or feedback, you grant Upturn a worldwide, perpetual, irrevocable, royalty-free right to use that feedback without restriction or compensation.

This provision does not transfer ownership of your personal information or confidential account information.

Account Closure, Deletion, Suspension, and Termination

You may cancel your subscription, stop using the Services, or request deletion of your Upturn account at any time, subject to these Terms and applicable law.

Subscription Cancellation

Cancelling a subscription stops future renewal but does not delete your Upturn account or immediately terminate your access to paid features.

Following cancellation, you will continue to have access to your subscription benefits, watchlists, Robo-Portfolios, and other available account features until the end of the subscription period for which you have already paid.

After the paid subscription period ends, your account may transition to a free plan, and access to paid features or saved content may be limited in accordance with the features and usage restrictions applicable to that plan.

Subscription cancellation does not entitle you to a refund for the remaining portion of a billing period, except where required by applicable law or the policies of the platform through which the subscription was purchased.

Account Deletion

Requesting deletion of your Upturn account permanently terminates your access to the Services and results in the deletion or de-identification of personal information and account data that Upturn is not required or permitted to retain.

Deleted account data may include watchlists, saved searches, account preferences, simulated Robo-Portfolios, portfolio configurations, and other user-generated content.

If your subscription was purchased directly from Upturn through Stripe, deleting your account will cancel the subscription and prevent future charges.

If your subscription was purchased through the Apple App Store, Google Play, or another third-party platform, account deletion may not automatically cancel the subscription. You are responsible for cancelling the subscription through the applicable platform to prevent future charges.

Account deletion may immediately end access to subscription benefits, including access that would otherwise remain available through the end of a paid subscription period. Account deletion does not entitle you to a refund of previously paid subscription fees, except where required by applicable law or the policies of the relevant payment platform.

Compliance and Record Retention

Upturn may retain information reasonably necessary to comply with applicable legal, regulatory, tax, accounting, audit, fraud-prevention, cybersecurity, dispute-resolution, and investment-adviser recordkeeping obligations.

Retained information may include account-identification information, records of advisory communications, subscription and payment transactions, invoices, disclosure acknowledgements, acceptance of these Terms, account-consent records, and other records required or permitted by applicable law.

Information retained for these purposes will be maintained in accordance with Upturn’s Privacy Policy and applicable retention requirements.

Payment processors, app stores, and other third-party providers may independently retain transaction or account records under their own legal obligations and privacy policies.

Suspension and Termination by Upturn

Upturn may suspend or terminate your access to the Services if:

1. You violate these Terms;
2. Payment is overdue or reversed;
3. Your account creates a security, fraud, legal, or regulatory risk;
4. Upturn is required to act by law, a regulator, or a service provider; or
5. Upturn discontinues the relevant service.

Termination does not eliminate accrued payment obligations or provisions that by their nature survive termination, including intellectual-property restrictions, market-data restrictions, dispute-resolution provisions, applicable limitations of liability, and legally required recordkeeping obligations.

Requests concerning subscription cancellation or account deletion may be submitted through the available account-management features or by contacting info@upturn.io.

Additional information concerning data deletion and retention is provided in Upturn’s Privacy Policy.

Disclaimers

To the fullest extent permitted by law, the Services are provided on an “as is” and “as available” basis.

Upturn does not warrant that:

• The Services will be uninterrupted or error-free;
• Data will always be accurate or current;
• Every company or security will be correctly identified;
• AI-generated content will be accurate;
• A particular advisory can be executed at a displayed price; or
• The Services will meet every user’s needs.

These disclaimers do not waive Upturn’s fiduciary duty or exclude responsibility that cannot legally be excluded.

Limitation of Liability

To the fullest extent permitted by applicable law, Upturn and its affiliates, officers, directors, employees, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost data, or investment losses arising out of or relating to your use of the Services.

Except where a different limitation is required by applicable law, the total aggregate liability of Upturn and its affiliates, officers, directors, employees, and service providers arising out of or relating to these Terms or the Services will not exceed the greater of:

1. The subscription fees you paid to Upturn during the 12 months immediately preceding the event giving rise to the claim; or
2. $100.

These limitations apply only to the extent permitted by applicable law and do not:

1. Waive compliance with the Investment Advisers Act of 1940;
2. Waive any federal or state securities-law right;
3. Waive Upturn’s applicable fiduciary obligations;
4. Limit liability for fraud, gross negligence, willful misconduct, or other conduct for which liability cannot lawfully be limited; or
5. Require a client to indemnify Upturn for Upturn’s violation of applicable law.

If applicable law does not permit the exclusion or limitation of certain damages or liabilities, the relevant exclusion or limitation will apply only to the maximum extent permitted by that law.

Indemnification

To the extent permitted by law, you agree to indemnify Upturn against third-party claims arising from:

• Your unlawful use of the Services;
• Your infringement of another person’s rights;
• Content you submit without authorization; or
• Your material violation of these Terms.

You are not required to indemnify Upturn for Upturn’s breach of fiduciary duty, violation of securities law, fraud, willful misconduct or other conduct for which indemnification may not lawfully be required.

Electronic Delivery and Consent

You consent to receive agreements, Form ADV documents, Form CRS, privacy notices, disclosures, amendments and other communications electronically.

Electronic delivery may occur through:

• Email;
• Your Upturn account;
• An in-app notice; or
• A link to an electronic document.

You are responsible for maintaining a current email address and access to hardware and software capable of viewing electronic records.

You may request a paper copy by contacting info@upturn.io.

Changes to These Terms

Upturn may update these Terms.

If a change is material, Upturn will provide notice as required by law. Continued use after the effective date constitutes acceptance only to the extent permitted by law.

If affirmative consent is legally required, Upturn will request it.

Changes to advisory services, fees, fiduciary obligations or dispute provisions will be handled in accordance with applicable law.

Severability

If any provision of these Terms is found unlawful, void or unenforceable, that provision will be deemed severable and will not affect the validity or enforceability of the remaining provisions.

Entire Agreement; Miscellaneous

These Terms, together with any Form ADV, Form CRS or separate advisory agreement Upturn provides you, constitute the entire agreement between you and Upturn regarding your access to and use of the Services. Upturn's failure to enforce a right or provision of these Terms is not a waiver of that right or provision. Section headings are for convenience only and do not affect interpretation. Except as expressly stated, these Terms do not create third-party beneficiary rights.

Governing Law and Venue

These Terms and any dispute arising out of or relating to the Services are governed by the laws of the State of California, without regard to its conflict-of-law principles, except to the extent that federal law applies or applicable law requires another result.

Any dispute that is not subject to binding arbitration and cannot be brought in an appropriate small-claims court shall be resolved exclusively in the state or federal courts located in Alameda County, California, and each party consents to the personal jurisdiction and venue of those courts.

Nothing in this section limits rights that cannot lawfully be waived under the Investment Advisers Act of 1940, other federal or state securities laws, or applicable consumer-protection laws.

Informal Dispute Resolution

Before initiating arbitration or another formal legal proceeding, you and Upturn agree to make a good-faith effort to resolve the dispute informally, except where doing so would interfere with an applicable statutory deadline, prevent a party from seeking necessary emergency relief, or otherwise be prohibited by law.

To initiate informal dispute resolution, you must email a written notice to info@upturn.io containing:

1. Your full legal name;
2. The email address associated with your Upturn account;
3. A description of the relevant facts and the nature of your claim;
4. The approximate date or dates on which the dispute arose; and
5. The relief or resolution you are requesting.

If Upturn initiates the informal dispute-resolution process, Upturn will send notice to the email address associated with your account or another email address you have provided.

The parties will attempt in good faith to resolve the dispute within 30 days after the notice is received, unless they agree to extend that period.

Any applicable limitations period will be tolled during the required informal-resolution period to the extent permitted by law.

This section does not prevent either party from seeking temporary or emergency injunctive relief when necessary to protect confidential information, intellectual property, account security, or other rights that cannot reasonably be protected through the informal process.

Arbitration Agreement

Please read this section carefully. It requires most disputes between you and Upturn to be resolved through individual arbitration rather than a lawsuit before a judge or jury.

Except as expressly provided below, you and Upturn agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, your account, subscription fees, advisory services, data use, communications, or your relationship with Upturn will be resolved by binding individual arbitration.

Arbitration will be administered by JAMS under its applicable consumer arbitration rules and procedures in effect when the arbitration is initiated, as modified by this section to the extent permitted by law.

If the applicable JAMS rules conflict with this section, this section will control unless applicable law or mandatory JAMS consumer requirements require otherwise.

This arbitration agreement applies to claims arising before or after your acceptance of these Terms, provided that applicable law permits arbitration of those claims.

Nothing in this arbitration agreement waives any substantive right or remedy that cannot lawfully be waived under the Investment Advisers Act of 1940, federal or state securities laws, applicable consumer-protection laws, or other applicable law.

Arbitration does not limit Upturn’s fiduciary obligations to its advisory clients or relieve Upturn of responsibility for conduct for which liability cannot lawfully be limited.

Exceptions to Arbitration

The following matters are not required to be resolved through arbitration:

1. An individual claim properly brought in an eligible small-claims court, provided the matter remains in that court and is pursued on an individual basis;
2. A request for temporary or preliminary injunctive relief concerning actual or threatened misuse of intellectual property, confidential information, account credentials, or proprietary data;
3. A claim or request for public injunctive relief that applicable law does not permit to be resolved through individual arbitration;
4. A claim that applicable federal or state law expressly prohibits from being arbitrated; and
5. A dispute concerning the enforceability of a class-action waiver or a request for public injunctive relief where applicable law requires a court, rather than an arbitrator, to decide that issue.

Seeking temporary or emergency relief in court does not waive either party’s right to require arbitration of the remaining claims or issues, to the extent permitted by law.

Nothing in these Terms prevents you from submitting a complaint, report, or information to the U.S. Securities and Exchange Commission, another governmental agency, or a self-regulatory organization, or from participating in an investigation conducted by such an authority.

Federal Arbitration Act

You and Upturn agree that these Terms and the Services involve interstate commerce and that the interpretation, enforceability, and operation of this arbitration agreement are governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., to the maximum extent permitted by applicable law.

To the extent the Federal Arbitration Act does not apply to a particular issue, California law will apply unless applicable law requires otherwise.

The arbitrator will apply applicable substantive federal and state law and may award any individual remedy available in a court of competent jurisdiction, subject to the limitations in these Terms and applicable law.

Arbitration Location and Procedure

Unless you and Upturn agree otherwise, arbitration will be conducted remotely by video conference, telephone, written submissions, or another method permitted by the applicable JAMS rules.

If an in-person hearing is required and permitted under the applicable JAMS rules, it will take place in Alameda County, California, unless applicable law, mandatory consumer-arbitration requirements, or the arbitrator requires another location.

The arbitrator will be a neutral individual selected in accordance with the applicable JAMS rules.

The arbitrator will have authority to resolve the merits of the dispute and procedural matters associated with the arbitration, except where applicable law requires a particular issue to be decided by a court.

The arbitrator may award individualized monetary, declaratory, or injunctive relief to the extent such relief is available under applicable law.

The arbitrator will issue a written decision stating the essential findings and conclusions supporting the award.

Any court with appropriate jurisdiction may enter judgment on the arbitration award.

Subject to applicable law, proceedings to enforce, confirm, modify, or challenge an arbitration award may be brought in a state or federal court with jurisdiction over Alameda County, California.

Arbitration Fees and Costs

Arbitration filing fees, administrative fees, and arbitrator compensation will be allocated in accordance with the applicable JAMS consumer arbitration rules and any mandatory provisions of applicable law.

If you initiate arbitration, you will be responsible only for the consumer filing fee required under the applicable JAMS consumer rules, unless applicable law or JAMS rules require a different allocation or provide for a waiver.

Upturn will pay the remaining arbitration administration fees and arbitrator compensation to the extent required by the applicable JAMS consumer rules or applicable law.

If Upturn initiates arbitration, Upturn will pay the arbitration fees and costs required to be paid by the initiating business under the applicable JAMS rules.

Each party will be responsible for its own attorneys’ fees and expenses unless applicable law, the applicable JAMS rules, or the arbitrator authorizes a different allocation.

The arbitrator may award attorneys’ fees or costs to the prevailing party only where such an award is authorized by applicable law and consistent with the applicable JAMS consumer rules.

Nothing in this section requires you to pay arbitration costs that would make the arbitration agreement unenforceable under applicable law.

Individual Arbitration and Class-Action Waiver

To the fullest extent permitted by applicable law, you and Upturn agree that any arbitration or other proceeding covered by these Terms will be conducted only on an individual basis.

Neither party may bring or participate in a class action, class arbitration, consolidated arbitration, representative action, or other proceeding on behalf of another person, except where applicable law does not permit such a restriction.

The arbitrator may not consolidate claims involving more than one person or preside over any class, collective, or representative proceeding unless you and Upturn both agree in writing or applicable law requires otherwise.

If a court determines that the class-action waiver is unenforceable with respect to a particular claim or request for relief and that claim cannot legally proceed through individual arbitration, that claim will proceed in a court of competent jurisdiction. Any remaining claims that may lawfully be arbitrated will remain subject to this arbitration agreement.

Nothing in this section limits rights that cannot lawfully be waived under federal or state securities laws or other applicable law.

Jury-Trial Waiver

To the fullest extent permitted by applicable law, you and Upturn knowingly and voluntarily waive the right to a trial before a judge or jury for disputes required to be resolved through binding arbitration under these Terms.

If a dispute is not subject to arbitration or the arbitration agreement is found unenforceable, any waiver of a jury trial will apply only to the extent separately permitted by applicable law.

This section does not waive any substantive right or remedy available under applicable securities laws or other laws that prohibit such a waiver.

Arbitration Opt-Out

You may opt out of this arbitration agreement by sending an email to info@upturn.io within 30 days after you first accept the arbitration provisions in these Terms.

Your opt-out notice must include:

1. Your full legal name;
2. The email address associated with your Upturn account; and
3. A clear statement that you are opting out of the arbitration agreement.

An opt-out notice is effective when received by Upturn within the applicable 30-day period.

If you timely opt out, neither you nor Upturn will be required to arbitrate disputes under this arbitration agreement. Instead, disputes will be resolved in accordance with the Governing Law and Venue section of these Terms, subject to applicable law.

Opting out of arbitration will not affect your access to the Services, your subscription, your advisory relationship with Upturn, or any other provision of these Terms.

Changes to the Arbitration Agreement

If Upturn materially changes the arbitration agreement after you have accepted it, Upturn will provide notice of the change through your registered email address, your account, an in-app notice, or another legally permitted method.

If applicable law requires your affirmative acceptance of the revised arbitration agreement, the revised agreement will not apply unless you provide that acceptance.

A material change to the arbitration agreement will not apply retroactively to a dispute for which either party provided written notice before the effective date of the change, unless both parties agree otherwise in writing.

If a material change creates a new right to opt out under applicable law or the terms of the notice, you may exercise that right by following the instructions provided in the notice.

Survival and Severability of Arbitration Provisions

The arbitration agreement, class-action waiver, and related dispute-resolution provisions will survive account closure, subscription cancellation, termination of these Terms, and termination of any advisory relationship, to the extent permitted by applicable law.

If any portion of the arbitration agreement is found invalid or unenforceable, the remaining provisions will continue to apply to the fullest extent permitted by law.

If the prohibition on class or representative arbitration is found unenforceable with respect to a particular claim and the claim cannot lawfully proceed through individual arbitration, that claim will be resolved in court, while all other claims that may lawfully be arbitrated will remain subject to arbitration.

Assignment

Upturn may not assign an investment advisory agreement without client consent where consent is required under the Investment Advisers Act of 1940 or other applicable law.

If a merger, acquisition, change of control, corporate reorganization, or other transaction constitutes an assignment requiring client consent, Upturn will provide notice and obtain consent using a legally permissible method before the assignment becomes effective.

Upturn may assign or transfer non-advisory contractual rights and obligations in connection with a merger, acquisition, corporate restructuring, sale of assets, or similar transaction, subject to applicable law.

You may not assign or transfer your account or rights under these Terms without Upturn’s prior written consent.

Nothing in this section permits an assignment that would violate applicable securities laws or deprive you of a right that cannot lawfully be waived.

Additional Terms for Google Play Downloads

If you download or access an Upturn application through Google Play, your use of the application is also subject to applicable Google Play terms, policies, and billing requirements.

These Terms are between you and Upturn, not Google LLC. Upturn is responsible for the application, its content, and the Services provided through it.

Subscriptions purchased through Google Play are managed through your Google account and are subject to Google Play’s billing, renewal, cancellation, and refund procedures.

Deleting the Upturn application or requesting deletion of your Upturn account does not automatically cancel a Google Play subscription unless Google Play confirms that cancellation.

Google is not responsible for Upturn’s investment advisories, subscription services, customer support, or compliance with applicable investment-adviser laws.

If these Terms conflict with a mandatory Google Play requirement, the applicable Google Play requirement will control to the extent necessary.

Additional Terms for App Store Downloads

If you access an Upturn application through Apple's App Store, the following applies in addition to the rest of these Terms.

• These Terms are between you and Upturn only, not Apple Inc. (“Apple”). Upturn, not Apple, is solely responsible for the application and its content;
• Your license to use the application is limited to a non-transferable license to use it on an Apple-branded device that you own or control, as permitted by the App Store's usage rules;
• Apple has no warranty obligation for the application beyond, if applicable, refunding the purchase price;
• Upturn, not Apple, is responsible for addressing any claims relating to the application, including product-liability, legal or regulatory non-compliance, and consumer-protection claims;
• Upturn, not Apple, is responsible for investigating and defending any third-party claim that the application infringes intellectual-property rights; and
• Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you.

Contact

Questions about these Terms, legal notices, dispute notices, arbitration opt-out requests, account matters, and customer-support inquiries may be sent to info@upturn.io.

Upturn may communicate with you using the email address associated with your account or another contact method you provide.