Oaks Valley Financial Services LLC doing business as Wakeful (“Adviser”, the “Company”, “We” or the “Administrator”) is a registered investment advisor with the Securities and Exchange Commission ("SEC) and owns and maintains this website. By using this website and our mobile application you acknowledge that you have read, understand and agree to be bound by these Terms of Use (the “T&C”) as well as our Privacy Policy, regardless of whether or not you become our client. If you do not agree with our Terms of Use, you should immediately discontinue using our website and our mobile application. For more information on the Company, you can refer to the Contact Us section of the Platform or go to the SEC site.
1. Definitions
1.1. Affiliated: means any company related by a relationship of direct or indirect corporate control, including any entity that is fully controlled, that is controlling or that is subject to joint control. “Control” means the ownership of more than fifty percent of the shares. 1.2. Business Day: means any day that is not Saturday, Sunday or a day in which the commercial banks of the corresponding jurisdiction are obligated or authorized by the applicable laws to remain closed. 1.3. Platform: refers to the technical, functional and organizational structure managed by the Administrator, which allows Users access to the Wakeful services.
2. Scope
2.1. The present Terms of Service (the “T&C”) constitute a valid and binding contract between the User who uses the Platform, on the one hand, and the Company, on the other. In the event that the User makes use of the Platform, it will be understood that he has fully and unreservedly accepted the present T&C. 2.2. Consequently, when using the Platform, Users are obligated with all the scope of the law to comply with all the provisions contained in the T&C. Any relationship established between the Company and the Users by virtue of the use of the Platform, and / or any other relationship derived and / or linked to the use of the Platform shall be governed by these T&C and by the laws, statutes and regulations applicable. 2.3. Users accept that certain services necessary for the use of the Platform may be provided by Affiliated companies to the Administrator. In these cases, an independent contractual link will be established between the Users and those companies for the provision of those services. These services may be subject to differentiated rates. The User may not make any claim to the Administrator derived and / or linked to the provision of services performed by the Affiliates.
3. Services
3.1. Through the Platform, Wakeful provide financial advisory at scale. Through the Wakeful website and mobile application a user will first be able to register an account and determine their risk profile to immediately have a portfolio assigned that fits their profile and is actively managed by experts accordingly. To have an active account and be able to invest in the assigned portfolio the user will need to open an Interactive Brokers account through the Wakeful mobile application. Once open, the user will be able to fund his Interactive Brokers account from his bank account or other means. The funding process happens outside of Wakeful mobile application, it does not belong to the set of features available inside the app. Finally, once an active user, they are able to visualize the account information and track the portfolio management performance and operations.
4. Account and Registration
4.1. In order to access certain features on our website or mobile application, you may me required to register to create an account with us. When you register, you will be asked to choose a password, which you will be required to use to access your Account. You are responsible for protecting your password and other account information. You agree not to disclose your password to any third party and if you learn of any unauthorized use of your password or account, please notify us immediately. You agree that the information you provided to us on the account registration process is true, accurate and current.
4.2. Additionally, the use of the Platform may be subject to a process of validation of the identity of the Users performed by the Administrator (or by a third party provider of those services). The Administrator reserves the right to request information and / or additional documentation in order to corroborate the information contained in the Form. Until the information required for the use of the Platform is complete, Wakeful may limit the use of the Platform by the User. The Administrator also reserves the right to temporarily suspend and / or cancel the access to the Platform and the Services (i) of Users that provide false information or that could not be corroborated by the Administrator, (ii) of Users that refuses to provide the requested additional information, or (iii) if deemed convenient and/or necessary pursuant to applicable laws and regulations, or when it is reasonable, to its exclusive criteria and without prior notice. The User shall not have the right to make any claim to the Administrator by virtue of the suspension or cancellation of his account in accordance with the provisions of this clause. Depending on certain conditions, the User’s application may be rejected and, therefore, it may not be allowed to use the Platform and the Services. The Administrator does not guarantee that any person who completes the registration process will be admitted as a User and undertakes no liability in case the application to become a User is rejected.
4.3. The User must access the Platform through the personal account created for that purpose at the time of registration (the “Account”), by providing an email address and setting-up a personal password (alphanumeric) that will be created to those effects. Users must verify the email address that they have submitted upon creating their account. The Account is strictly personal, unique and non-transferable; it will be assigned to a single User for its exclusive use and its sale and / or transmission to third parties will be strictly prohibited. Users may only have a single account at any given time, and may not create and / or use other accounts that are not their own Account. The User will be solely responsible for keeping the data of his Account confidential and especially his password. In the event that the Administrator detects that the Account is used by a User who is not the owner of the Account, or that a User is operating with more than one Account, he / she may suspend or cancel the User’s Account(s). In all cases, the User will be responsible for all activities including their log-in email, account and password and the operations carried out from his Account. The User must immediately notify the Administrator regarding any unauthorized use of his Account, for the purpose of the Administrator taking the appropriate measures for such purposes, including the temporary suspension of the Account.
4.4. Users understand that, at any time, the Administrator will be entitled to restrict, suspend or terminate their account, the Platform and the Services, as well as to terminate the T&C; deny or restrict access to the Platform including its content or tools, delay or remove hosted content, and take technical and legal measures.
5. Links
Wakeful could provide links to other applications or resources. Because we have no control over such applications and resources, you acknowledge and agree that we are not responsible for the availability of such third-party applications or resources, and we do not endorse and we are not responsible for any content, advertising, products, or other materials on or available from such applications or resources. Most of the time, links to third party websites are provided solely as pointers to information on topics that may be useful to our users. Since third-party websites may have different privacy policies and/or security standards governing their sites, we advise you to review the privacy policies and terms and conditions of these sites prior to providing any personal information.
6. Restriction of Use
When using our website and mobile application you agree to comply with our rules and agree you will not to do:
Register an account on behalf of an individual other than yourself or on behalf of any group or entity. Post, or take any action on the Platform, that may constitute defamation or libel or that infringes or violates someone else’s rights or is protected by any copyright or trademark. Make available content that we might find harmful, threatening, inflammatory, obscene, fraudulent, invasive of privacy or publicity rights, hateful or otherwise objectionable; that restricts or inhibits any other person from using or enjoying the Site; or that may expose us or our users to any harm or liability of any type. Post or make available unsolicited or unauthorized advertising. Post or make publicly available on our website or mobile application any personal or financial information of any third party. Use our website and mobile application in any manner that could damage, disable, overburden or impair our services. Collect or gather email addresses or other contact information of our users from our website or mobile application by any means. Post or make available any material that contains viruses, computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware.
7. Termination
You can terminate your account at any time and you do not need to provide any reason for your termination. You only need to send an email to [email protected]. We reserve the right to terminate or suspend your access to our website or mobile application, in our sole discretion, at any time for any reason. Any suspension, termination, or cancellation shall not affect your obligations to us under these Terms of Use.
8. Modifications
8.1. The Administrator reserves the right to review and modify the T&C whenever he considers it necessary at its sole discretion. The Administrator will provide appropriate notice of the updated terms. In the event that the Users do not express themselves against the modifications, their silence will be taken as a tacit manifestation with respect to their acceptance. Likewise, the use of the Platform by Users after being notified of the modifications shall be construed as a tacit manifestation of the amended T&C. Any and all modifications or changes to the T&C will be effective immediately upon being announced on the Platform or released to users. 8.2. In case the User does not accept the modifications introduced to the T&C they must stop using the Platform.
9. Assignment of contract
The User won’t be able to transfer, delegate to a third party, encumber, or dispose in any way of the rights and obligations linked or derived from the use of the platform, the services or these terms or his/her contractual position. The Company will be able to assign, transfer, delegate or dispose of the rights and derivated obligations from these terms or the contractual position, in any form. Likewise, the User is forbidden from reselling the services of the Company to third parties.
10. Limitation of Liability
You agree that all access and use of our website and mobile application is at your own risk. IN NO EVENT SHALL THE “ADVISER” OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OUR SERVICES, CONTENT AND/OR USER INFORMATION, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE INFORMATION PROVIDED AS PART OF OR THROUGH FINHABITS OR FOR ANY INVESTMENT DECISIONS MADE ON THE BASIS OF SUCH INFORMATION, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT THE “ADVISER” HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ACTION CONSEQUENTIAL OR RELATING TO THESE TERMS OF USE MAY BE BROUGHT MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS HAPPENED.
11. Uses of cookies
The Users know and accept that the Administrator may use on the Platform systems and / or tracking services and / or similar technologies or that fulfill a similar function, such as Cookies. Cookies are small files that are installed on the storage site of the computer or device used by the User, with a limited duration in time to help personalize the services. Cookies are used in order to know the interests, behavior and demographics of those who visit or use the website and, in this way, better understand their needs and interests and provide a better service or provide related information. The Administrator may also use the information obtained through Cookies to analyze the pages browsed by the User, as well as their searches, to improve and / or customize commercial and promotional initiatives, make news, advertisements or promotions, banners of interest and refine your content offer; you may also use Cookies to account for and corroborate the records and levels of validation, as well as to promote and enforce the rules and security of the Platform. It is established that the installation, permanence and existence of the cookies in the User’s computer or device depends on their exclusive will and can be eliminated from their computer or device when they wish.
12. Miscellaneous
12.1. In case any of the provisions of these T&C becomes invalid or unenforceable for legal reasons, the validity of the remaining provisions will not be affected. 12.2. Communications between the Administrator and Users will be made at all times through email. 12.3. In case of doubt about the use of the Platform, the User may contact the Administrator via email or through the Platform’s support module. The Administrator will respond to inquiries made within a reasonable time. 12.4. You agree that these Terms of Use shall be governed by and interpreted in accordance with the laws of the State of Florida, U.S.A. excluding that body of law pertaining to conflict of laws. Any legal action or proceeding arising under these Terms of Use will be brought exclusively in courts located in Miami, Dade County, Florida and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. If you have any questions regarding these Terms of Use please contact us at [email protected]