# RoundPenny Terms of Service

**Last Updated: May 30, 2026**

These Terms of Service ("Terms") govern your access to and use of the RoundPenny platform, website, mobile application, and related services (collectively, the "Service") operated by RoundPenny Advisors LLC ("RoundPenny," "we," "us," or "our"). The Service is a round-up micro-investment platform that rounds up everyday purchases and invests the spare change.

**IMPORTANT — PLEASE READ THESE TERMS CAREFULLY. THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. BY CREATING AN ACCOUNT OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.**

**TEMPLATE DISCLAIMER:** This document is a template provided for informational purposes only and does not constitute legal advice. RoundPenny and its contributors make no representations regarding its adequacy or compliance with applicable laws. You should have this document reviewed by qualified legal counsel before making it available to users.

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## 1. Acceptance of Terms

By accessing, registering for, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy (available at https://roundpenny.com/privacy) and Cookie Policy (available at https://roundpenny.com/cookies). If you are using the Service on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these Terms.

We reserve the right to update or modify these Terms at any time as further described in Section 17. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms.

## 2. Eligibility

To use the Service, you must:

- Be at least 18 years of age;
- Be a legal resident of the United States (initial launch is limited to US residents);
- Not be a resident of any country subject to US trade sanctions or embargoes;
- Not be listed on any US government restricted party list (including OFAC SDN List);
- Have the legal capacity to enter into a binding contract;
- Not have been previously suspended or removed from the Service for any reason.

RoundPenny reserves the right to verify eligibility and to reject or limit accounts at its sole discretion. The Service is not available in all states during the initial pilot phase.

## 3. Account Registration

### 3.1 Accurate Information

You agree to provide accurate, current, and complete information during the registration process, including your legal name, email address, date of birth, and taxpayer identification number (SSN or TIN). You agree to maintain and promptly update this information to keep it accurate and complete.

### 3.2 One Account Per Person

You may register for no more than one account. Accounts registered by or on behalf of any entity or individual in violation of this restriction may be terminated. Joint accounts are not permitted at this time.

### 3.3 Identity Verification

You authorize RoundPenny, directly or through third-party service providers (including Onfido), to verify your identity and conduct any necessary background checks required by applicable law, including but not limited to the USA PATRIOT Act and anti-money laundering (AML) regulations.

## 4. Account Security

You are solely responsible for:

- Maintaining the confidentiality of your login credentials, including your password and any multi-factor authentication (MFA) codes;
- All activities that occur under your account, whether or not authorized by you;
- Notifying RoundPenny immediately at security@roundpenny.com of any unauthorized use of your account or any other breach of security.

RoundPenny will not be liable for any loss or damage arising from your failure to comply with this Section 4. We recommend using a strong, unique password and enabling MFA for your account.

## 5. Fees and Pricing

### 5.1 Direct (B2C) Users

- **Monthly Subscription Fee:** $2.00 per month, billed in advance.
- **Round-Up Commission:** 0.25% of each round-up amount invested (e.g., a $0.50 round-up incurs a $0.00125 commission).
- All fees are non-refundable except as expressly set forth in these Terms.

### 5.2 White-Label API (B2B) Clients

- **Platform Fee:** $5,000 per month, billed in advance.
- Usage, settlement, and commission terms are governed by a separate Master Services Agreement (MSA) between RoundPenny and the client entity.

### 5.3 Enterprise Clients

Pricing and terms are custom and governed by a separate Enterprise Agreement.

### 5.4 Fee Changes

We may change our fees upon 30 days' notice via email. Your continued use of the Service after the fee change becomes effective constitutes your agreement to pay the changed fees.

### 5.5 Non-Payment

If your payment method fails or your account becomes delinquent, we may suspend or terminate your access to the Service in accordance with Section 10.

## 6. Round-Up Service

### 6.1 How Rounding Works

When you link a funding source (bank account, debit card, or credit card) and authorize round-up transactions, RoundPenny will:

1. Calculate the spare change difference between each purchase amount and the nearest whole dollar;
2. Aggregate round-up amounts according to your selected settlement schedule;
3. Transfer the aggregated amount from your linked funding source to your RoundPenny investment account.

### 6.2 Settlement Schedule

- **Daily Settlement:** Round-ups are aggregated and settled at the end of each business day.
- **Weekly Settlement:** Round-ups are aggregated weekly and settled on the first business day following the end of each calendar week.

You may change your settlement preference at any time via your account settings.

### 6.3 Minimum Round-Up Threshold

RoundPenny reserves the right to set a minimum aggregate round-up threshold before settlement is initiated. Any un-settled round-ups below this threshold will carry forward to the next settlement period.

### 6.4 Reversals and Chargebacks

If a purchase transaction is reversed, charged back, or refunded, the associated round-up amount will be reversed from your investment account. If insufficient funds are available, the reversal may result in a negative balance.

## 7. Investments

### 7.1 No Financial Advice

RoundPenny is a technology platform that facilitates round-up investments. **We do not provide personalized financial advice, investment advice, or recommendations.** Any portfolio allocations, model portfolios, or investment strategies made available through the Service are for informational purposes only and do not constitute a recommendation to buy, sell, or hold any security.

### 7.2 No Guaranteed Returns

**Investments involve risk, including the potential loss of principal.** Past performance is not indicative of future results. RoundPenny does not guarantee any rate of return, dividend, or profit. The value of your investments may fluctuate.

### 7.3 User Discretion

You are solely responsible for your investment decisions and for evaluating the risks associated with any investment. You should consult with a qualified financial professional before making any investment.

### 7.4 Custody and Execution

RoundPenny uses third-party broker-dealers and custodians (e.g., Apex Clearing, DriveWealth) for the custody of assets and execution of trades. Your assets are held in a custodial account in your name, and RoundPenny does not have discretionary trading authority over your account unless separately agreed in writing.

## 8. Payment Processing

### 8.1 Stripe

All payment processing for subscription fees, round-up contributions, and other charges is handled by Stripe, Inc. Your use of payment processing services is subject to Stripe's terms of service and privacy policy.

### 8.2 Authorization for Recurring Charges

By providing a payment method, you authorize RoundPenny to charge your selected payment method:

- The monthly subscription fee ($2.00/month for B2C users) on the same day each month;
- Aggregated round-up amounts on each settlement date;
- Any other fees or amounts you have authorized.

You represent that you are authorized to use the payment method you provide.

### 8.3 Failed Payments

If a payment is declined or fails for any reason, we may retry the charge. Repeated failed payments may result in suspension or termination of your account.

## 9. KYC/Identity Verification

### 9.1 Legal Requirement

RoundPenny is required by applicable US federal and state laws, including the USA PATRIOT Act, Bank Secrecy Act, and AML regulations, to collect, verify, and record information that identifies each person who opens an account.

### 9.2 Information Collected

As part of our Know Your Customer (KYC) and Customer Identification Program (CIP), we will collect:

- Full legal name;
- Date of birth;
- Social Security Number (SSN) or Taxpayer Identification Number (TIN);
- Residential street address (P.O. boxes not accepted);
- Valid government-issued identification (e.g., driver's license, passport);
- Other information as required by applicable law.

### 9.3 Third-Party Verification

We share your identity information with Onfido, our identity verification service provider, for the purposes of document verification, biometric matching, and watchlist screening. Onfido's use of your data is governed by their privacy policy.

### 9.4 Failure to Verify

If you fail to provide required information or if we are unable to verify your identity, we may refuse to open an account, suspend your account, or restrict account functionality. We are not liable for any loss resulting from such action.

## 10. Suspension and Termination

We may suspend or terminate your account or access to the Service at any time, with or without notice, for any reason including but not limited to:

### 10.1 Violation of Terms

Any breach of these Terms, including providing false or misleading information, unauthorized use of the Service, or violation of applicable laws.

### 10.2 Inactivity

Accounts with no activity for 12 consecutive months may be classified as dormant and subject to suspension. Dormant accounts may be assessed reasonable maintenance fees as permitted by applicable law.

### 10.3 Legal Requirement

If we are required to do so by applicable law, regulation, court order, or government authority.

### 10.4 Risk Management

If we determine, in our sole discretion, that your account poses a fraud, legal, regulatory, or reputational risk.

### 10.5 Effect of Termination

Upon termination:

- Your right to access and use the Service immediately ceases;
- We will liquidate your investment portfolio and return proceeds to your linked bank account, less any outstanding fees or charges;
- We may retain your information as required by applicable recordkeeping regulations (see our Privacy Policy for details);
- Sections 11–18 of these Terms shall survive termination.

## 11. Intellectual Property

### 11.1 Service Ownership

The Service, including its software, algorithms, user interface, design, trade dress, trademarks (including "RoundPenny" and the RoundPenny logo), and all intellectual property rights therein, is owned by RoundPenny Advisors LLC or its licensors. You may not copy, modify, distribute, sell, reverse engineer, decompile, or create derivative works of the Service except as expressly authorized in writing.

### 11.2 Open Source Components

Portions of the Service may incorporate open source software. Your use of open source components is subject to the terms of their respective licenses.

### 11.3 User Content License

By submitting feedback, suggestions, or other content to RoundPenny, you grant us a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and incorporate such content into the Service without compensation to you.

### 11.4 Feedback

If you provide us with any suggestions, enhancement requests, recommendations, or other feedback regarding the Service, we may use such feedback without restriction or compensation.

## 12. Disclaimer of Warranties

**THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ROUNDPENNY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND COURSE OF DEALING OR USAGE OF TRADE.**

**ROUNDPENNY DOES NOT WARRANT THAT:**

1. **THE SERVICE WILL MEET YOUR SPECIFIC INVESTMENT OBJECTIVES OR FINANCIAL NEEDS;**
2. **THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;**
3. **ANY INFORMATION OBTAINED THROUGH THE SERVICE WILL BE ACCURATE OR RELIABLE;**
4. **THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS;**
5. **ANY ERRORS IN THE SERVICE WILL BE CORRECTED.**

**NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ROUNDPENNY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.**

## 13. Limitation of Liability

**TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ROUNDPENNY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR:**

1. **ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, INCLUDING BUT NOT LIMITED TO INVESTMENT LOSSES, LOSS OF PROFITS, LOSS OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES;**
2. **ANY DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING DATA BREACHES, TO THE EXTENT PERMITTED BY APPLICABLE LAW;**
3. **ANY DAMAGES ARISING FROM INVESTMENT DECISIONS MADE BASED ON INFORMATION PROVIDED THROUGH THE SERVICE;**
4. **ANY DAMAGES FOR SYSTEM OUTAGES, SERVICE INTERRUPTIONS, OR DELAYS.**

**ROUNDPENNY'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES PAID BY YOU TO ROUNDPENNY IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) $100.00.**

**THIS LIMITATION OF LIABILITY APPLIES WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ROUNDPENNY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.**

Some jurisdictions do not allow the exclusion or limitation of certain damages. If you reside in such a jurisdiction, some of the above exclusions or limitations may not apply to you.

## 14. Indemnification

You agree to indemnify, defend, and hold harmless RoundPenny, its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

1. Your use of the Service;
2. Your violation of these Terms;
3. Your violation of any applicable law, regulation, or third-party right;
4. Any content or information you submit or transmit through the Service;
5. Any activity that occurs under your account, whether authorized by you or not.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

## 15. Dispute Resolution and Arbitration

**PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS.**

### 15.1 Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, and not by court action.

### 15.2 Class Action Waiver

**YOU AND ROUNDPENNY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING.** Unless both you and RoundPenny agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

### 15.3 Arbitration Location

The arbitration shall be held in Wilmington, Delaware, unless you and RoundPenny mutually agree to a different location. If your claim is for $10,000 or less, you may choose to have the arbitration conducted by telephone or based solely on written submissions.

### 15.4 Exceptions

Notwithstanding the foregoing, either party may bring an individual action in small claims court, and nothing in this Section shall prevent either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights.

### 15.5 Opt-Out

You may opt out of this arbitration agreement by sending a written notice to RoundPenny at legal@roundpenny.com within 30 days of first accepting these Terms, stating your name, email address, and intent to opt out. Opting out will not affect any other terms.

### 15.6 Severability

If any portion of this Section 15 is found to be unenforceable or unlawful, that portion shall be severed, and the remainder of the Section shall remain in full force and effect.

## 16. Governing Law

These Terms and any disputes arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

## 17. Changes to Terms

We may revise these Terms from time to time. If we make material changes, we will provide you with notice via email to the email address associated with your account at least 30 days before the changes take effect. Changes that are not material may take effect immediately upon posting.

By continuing to use the Service after the effective date of any changes, you agree to be bound by the modified Terms. If you do not agree to the changes, you must stop using the Service and close your account before the changes take effect.

## 18. Contact Information

For questions about these Terms, please contact us:

- **Email:** support@roundpenny.com
- **Legal Notices:** legal@roundpenny.com
- **Security Issues:** security@roundpenny.com

**RoundPenny Advisors LLC**  
Registered Office: Wilmington, Delaware, USA

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*This document is a template and does not constitute legal advice. RoundPenny makes no representation or warranty as to its legal sufficiency. You should consult with a qualified attorney to ensure compliance with all applicable laws and regulations.*