Terms of Service

Last Updated: December 12, 2023



1. Introduction

Welcome to Adelphi Stock Brokers Inc. (the “Company”, “we”, “us”, or “our”). We provide an online platform that allows you to access financial literacy resources, open a brokerage account, and trade fractional shares of your favorite companies (the “Service”). The Service is accessible through our website located at adelphis.co (the “Website”) and our mobile application (the “App”).
Please read these Terms of Service (the “Terms”) carefully before using the Service. These Terms govern your access to and use of the Service and constitute a binding legal agreement between you and the Company. By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.
These Terms include important information about your rights and obligations, as well as limitations and exclusions that may apply to you. These Terms also include a mandatory arbitration clause and a class action waiver that affect your rights in the event of a dispute with us.

We reserve the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Website and the App and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this agreement with immediate effect. We will inform you about your right to terminate the agreement in the notification email. If you do not terminate your agreement before the date the revised Terms become effective, your continued access to or use of the Service will constitute acceptance of the revised Terms.



2. Eligibility

The Service is intended solely for persons who are 18 years or older and who are residents of the United States. Any access to or use of the Service by anyone under 18 years or who is not a resident of the United States is expressly prohibited. By accessing or using the Service, you represent and warrant that you are 18 years or older and that you are a resident of the United States.



3. Account Registration

In order to access and use certain features of the Service, you must register an account with us (your “Account”). You can register an account using your email address and creating a password. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. You agree to safeguard your device and all information on your device from unauthorized use. You are responsible for any use of our services through your device. You are responsible for safeguarding your password and any other credentials used to access your Account. You agree not to disclose your password or other credentials to any third party and to take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify us of any unauthorized use of your Account.
We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading or to reclaim any username that you create through the Service that violates our Terms.



4. Electronic Delivery of Documents

You agree that we may provide you with any documents related to our services, such as agreements, disclosures, notices, statements, reports, and tax forms, electronically. We will send these documents to the email address or mobile number that you provide to us, or post them on our website or app. You are responsible for keeping your contact information updated and for accessing and reviewing the documents we send you. You may request a paper copy of any document by contacting us, but we may charge you a fee for this service. By accepting this agreement, you confirm that you have the ability and means to access, view, download, print, and store the electronic documents we provide you.



5. Brokerage Services

The Company is a registered broker-dealer with the Securities and Exchange Commission (SEC) and a member of Financial Industry Regulatory Authority (FINRA) and Securities Investor Protection Corporation (SIPC). The Company provides brokerage services as a self-clearing broker, which means that it handles the settlement and custody of securities transactions without relying on a third-party clearing firm.

When you open a brokerage account with us, you will enter into a separate Customer Agreement with us that governs your brokerage relationship with us. The Customer Agreement includes important disclosures, terms and conditions that affect your rights and obligations as a customer of our brokerage services. You agree to review the Customer Agreement carefully before opening a brokerage account with us.


You acknowledge and agree that:

  • You are solely responsible for your investment decisions and transactions.
  • We do not provide any investment advice, recommendations, tax advice, legal advice, or other professional advice.
  • We do not guarantee any returns on your investments or that you will achieve any particular investment objectives or results.
  • We do not endorse or recommend any securities or investments offered through the Service.
  • We are not liable for any losses or damages arising from your use of the Service or your reliance on any information or content provided through the Service.
  • We may execute your orders at our discretion and in accordance with applicable laws and regulations.
  • We may impose certain limits or restrictions on your trading activities, such as minimum or maximum order sizes, trading hours, margin requirements, account balances, or risk exposure.
  • We may charge fees and commissions for our brokerage services, which will be disclosed to you before you place an order or open a position.
  • We may change our fees and commissions at any time upon notice to you.
  • We may share your personal and financial information with other third parties as necessary to provide you with our brokerage services and to comply with our legal obligations.

Some additional information about our brokerage services are:

  • We offer online trading of fractional shares of certain securities. A fractional share is a portion of a whole share of a security that is less than one full share. Fractional shares have certain benefits and risks that you should understand before trading them. Please refer to the Fractional Shares section of these Terms for more details.
  • We provide investment banking and advisory services allowing our institutional and accredited investors to invest in private equity offerings or debt instruments that cover several industry sectors, including artificial intelligence, medical, manufacturing, transportation, oil & gas, etc.
  • We provide you with access to various financial literacy resources, such as articles, videos, podcasts, quizzes, calculators, and other educational materials. These resources are for informational and educational purposes only and do not constitute any investment advice, recommendations, tax advice, legal advice, or other professional advice. You agree to use these resources at your own risk and discretion and to consult your own financial, tax, legal, or other professional advisors before making any investment decisions or taking any actions based on these resources. Please refer to the Financial Literacy Resources section of these Terms for more details.
  • We may offer you certain incentives or rewards for using our brokerage services, such as referral bonuses, cashback offers, free trades, or other benefits. These incentives or rewards are subject to certain terms and conditions that will be disclosed to you at the time of the offer. You agree to comply with such terms and conditions and acknowledge that we may modify or terminate any incentives or rewards at any time without notice or liability to you.

6. Fractional Shares

The Service allows you to buy and sell fractional shares of certain securities. A fractional share is a portion of a whole share of a security that is less than one full share. For example, if you buy $10 worth of a security that is trading at $100 per share, you will receive one tenth (0.1 fractional share) of that security.


You acknowledge and agree that:

  • Fractional shares are allocated from the first inventory in the account.
  • There is a transaction cost when you buy or sell fractional shares. A markup is applied when you purchase shares. A markdown is applied when you sell shares.
  • Fractional shares are not transferable to other broker-dealers. If you want to transfer your securities to another broker-dealer, you will have to sell your fractional shares first and transfer the cash proceeds.
  • Fractional shares may not have the same voting rights as whole shares. If you own fractional shares of a security that has voting rights, you may not be able to vote on certain matters affecting the security or the issuer.
  • Fractional shares may not be eligible for dividends or other distributions. If you own fractional shares of a security that pays dividends or other distributions, you may not receive any dividends or distributions on your fractional shares or you may receive them on a delayed basis.
  • Fractional shares may be subject to rounding errors. If you buy or sell fractional shares of a security, there may be a small difference between the amount you pay or receive and the actual value of the fractional shares based on the market price of the security. This difference is due to rounding errors that occur when calculating the fractional shares.


7. Financial Literacy Resources

The Service provides you with access to various financial literacy resources, such as articles, videos, podcasts, quizzes, calculators, and other educational materials (the “Resources”). The Resources are for informational and educational purposes only and do not constitute any investment advice, recommendations, tax advice, legal advice or other professional advice. You agree to use the Resources at your own risk and discretion and to consult your own financial, tax, legal or other professional advisors before making any investment decisions or taking any actions based on the Resources.



8. Intellectual Property Rights

The Service and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
These Terms permit you to use the Service for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, perform, transmit or otherwise use any part of the Service without the prior written consent of the Company.

The Company name, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.



9. Prohibited Uses

You agree not to use the Service:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To send, knowingly receive, upload, download, use, or re-use any material which does not comply with these Terms.
  • To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter”, or “spam” or any other similar solicitation.
  • To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm the Company or users of the Service or expose them to liability.


Additionally, you agree not to:

  • Use the Service in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Service, including their ability to engage in real-time activities through the Service.
  • Share passwords or credentials used to access our services with any third party person who does not reside with you or is not authorized by us.
  • Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service.
  • Use any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Service.
  • Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service.
  • Attack the Service via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Service.
  • Use the Service for any fraudulent, illegal, unethical, or inappropriate purposes, such as money laundering, market manipulation, insider trading, spoofing, layering, front-running, or scalping.
  • Use the Service to trade securities or other assets that you do not own or have the legal right to trade.
  • Use the Service to trade securities or other assets on behalf of any third party without their express consent and authorization.
  • Use the Service to trade securities or other assets in violation of any applicable laws, regulations, rules, or orders of any governmental or regulatory authority or self-regulatory organization.
  • Use the Service to trade securities or other assets in a manner that would create a false or misleading appearance of active trading or market conditions.
  • Use the Service to trade securities or other assets in a manner that would adversely affect the integrity, efficiency, fairness, or liquidity of the market.


10. User Content and Feedback

The Service may allow you to post, upload, publish, submit or transmit content, such as comments, reviews, ratings, messages, photos, videos or other materials (collectively, “User Content”). By making available any User Content on or through the Service, you hereby grant to the Company a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Content on, through or by means of the Service.


You acknowledge and agree that you are solely responsible for all User Content that you make available through the Service. You represent and warrant that:

  • You either are the sole and exclusive owner of all User Content that you make available through the Service or you have all rights, licenses, consents, and releases that are necessary to grant to the Company the rights in such User Content as contemplated under these Terms.
  • Neither the User Content nor your posting, uploading, publication, submission, or transmittal of the User Content or the Company’s use of the User Content (or any portion thereof) on, through or by means of the Service will infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights, or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree not to post, upload, publish, submit or transmit any User Content that:

  • Is false, misleading, deceptive, fraudulent, unlawful, defamatory, obscene, pornographic, vulgar, offensive, hateful, harassing, threatening, abusive, inflammatory, or otherwise objectionable.
  • Promotes discrimination, bigotry, racism, sexism, hatred, or harm against any individual or group.
  • Impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity.
  • Violates any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right.
  • Contains any unsolicited promotions, political campaigning, advertising, or solicitations.
  • Contains any private or personal information of a third party without such third party’s consent.
  • Contains any viruses, corrupted data, or other harmful, disruptive, or destructive files or content.
  • Encourages or enables any other individual to do any of the foregoing.


We do not endorse or approve any User Content and we are not responsible for any User Content that you or others post on or through the Service. We have the right but not the obligation to monitor, edit or remove any User Content at our sole discretion and without notice. We may also terminate or suspend your access to or use of the Service if you post any User Content that violates these Terms.

We appreciate your feedback and suggestions about the Service. You agree that we are free to use any feedback or suggestions that you provide to us without any obligation to you. You also agree not to submit any feedback or suggestions that are confidential or proprietary to you or any third party.



11. Site Changes

We have the right to alter, amend or terminate the Adelphi Site or any of its features or functions at any time for any reason without prior notice to you.



The Service may contain links to third-party websites or resources that are not owned or controlled by us. Such links are provided for your convenience only and do not imply any endorsement by us of the content, products, services, policies or practices of such third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; (ii) the content, products, services, policies or practices on or available from such websites or resources; or (iii) any loss or damage that may arise from your access to or use of such websites or resources. You agree to review and comply with the terms and conditions of any third-party website or resource that you visit through a link from the Service.



13. Termination

We may terminate these Terms and your access to and use of the Service at any time and for any reason without prior notice to you. You may also terminate these Terms by deleting your Account and discontinuing your access to and use of the Service.

Upon termination of these Terms:

  • Your Account and your right to access and use the Service will immediately cease.
  • All provisions of these Terms which by their nature should survive termination shall survive termination, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
  • We will not be liable to you or any third party for any termination of your access to or use of the Service or for any consequences thereof.


14. Disclaimer of Warranties

The service is provided on an “as is” and “as available” basis without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement or otherwise. Without limiting the foregoing, we do not warrant that: (i) the service will meet your requirements or expectations; (ii) the service will be uninterrupted, secure, error-free or free of viruses or other harmful components; (iii) the results that may be obtained from the use of the service will be accurate, reliable or current; or (iv) any defects or errors in the service will be corrected.

Any content or material downloaded or otherwise obtained through the use of the service is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from the download of any such content or material.
You acknowledge and agree that your use of the service involves risks associated with investing in securities and other assets, such as market risk, liquidity risk, credit risk, operational risk and legal risk. You are solely responsible for evaluating the merits and risks of using the service and making your own investment decisions. We are not liable for any losses or damages arising from your use of the service or your reliance on any information or content provided through the service.



15. Limitation of liability

To the maximum extent permitted by applicable law, in no event shall we or our affiliates, officers, directors, employees, agents, licensors or service providers be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, revenue, goodwill, use, data or other intangible losses, arising out of or in connection with: (i) your access to or use of or inability to access or use the service; (ii) any conduct or content of any third party on the service; (iii) any content obtained from the service; or (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage.
In no event shall our total liability to you for all damages, losses and causes of action exceed the amount paid by you to us for the service in the six (6) months preceding the event giving rise to the claim.

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. Accordingly, the above limitation may not apply to you.



16. Indemnification

You agree to defend, indemnify and hold harmless us and our affiliates, officers, directors, employees, agents, licensors and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to: (i) your violation of these Terms or any applicable laws, rules or regulations; (ii) your use of the Service or any content or material you post, upload, publish, submit or transmit through the Service; (iii) your use of any information or content obtained from the Service; or (iv) your negligence or willful misconduct.
We reserve the right 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.



17. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule.
You accept that you have only one (1) year to file any legal claim or action against Adelphi for anything related to the Adelphi Site, the Adelphi App, or these Terms of Use. This applies even if other laws or rules say otherwise. If you don’t file your claim or action within one (1) year, you lose your right to do so.

Any legal suit, action or proceeding arising out of or related to these Terms or the Service shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the City of New York and County of New York. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
You and we agree that any dispute, claim or controversy arising out of or relating to these terms or the service (each a “dispute”) will be resolved only by binding arbitration rather than in court. There is no judge or jury in arbitration and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court and must follow these terms as a court would.

You and we agree that any dispute must be brought in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. You and we agree to waive any right to participate in a class action or litigate on a class-wide basis. You and we agree that you may bring claims against us only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

The arbitration will be conducted by JAMS, formerly known as Judicial Arbitration and Mediation Services Inc, under its streamlined arbitration rules and procedures. The arbitration will be held in New York City or any other location that is mutually agreed upon by you and us. The arbitrator’s decision will be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

If for any reason a Dispute proceeds in court rather than in arbitration, you and we each waive any right to a jury trial.
Notwithstanding anything to the contrary in this section, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.



18. General Provisions

These Terms constitute the entire agreement between you and us regarding the Service and supersede and replace any prior agreements between you and us regarding the Service.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. The section titles in these Terms are for convenience only and have no legal or contractual effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. We may assign or transfer these Terms without restriction and without notice to you.
We may send you notices and other communications regarding the Service by email or other means. You consent to receive such communications from us electronically and agree that such communications satisfy any legal requirement that such communications be in writing.



19. Contact Us

If you have any questions about these Terms of Service, please contact us at support@adelphis.co

Private Placement Risk Disclosures:

Private placements offerings have extensive risks and are speculative in nature. Therefore, it is important that anyone considering participating in a private placement offering understand the risks associated with such offering, including the possible loss of all funds invested. Specific risk factors for a private placement will be stated in its private placement memorandum. It is important that anyone considering investing in a private placement fully review and understand the risks associated with such offering.

Individuals considering private placement offerings should consult appropriate legal or other professional advice prior to making investment decisions.

Anything contained on this website should not be considered an offer to sell securities. The information contained herein is for informational purposes only. Only a formal, privately distributed offering memorandum and appropriate securities documents, fully executed by an accredited investor, will represent a sale of investment.

Note: The content of this website is provided for general information only to the public and shall not be construed as legal, financial, or securities advice on any subject matter.

See our Terms of Service for more information.

Adelphi Stock Brokers Inc., is a member of SIPC, which protects your brokerage account up to $500,000, including up to $250,000 in cash.

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