Terms of Service

1.1 These Terms

These Terms of Service (these "Terms") constitute a legally binding agreement between you and Alto Inc. (the "Company", "we", "us", or "our") and govern your access to and use of the Altus application, website, and related services available at https://altus.trade (collectively, the "Services").

1.2 Operator

Altus is operated by the Company, an international business company incorporated under the laws of Saint Lucia (registration number 2026-00476), with its registered office at The Johnsons Centre, #2 Bella Rosa Road, Suite 202, Gros Islet, Saint Lucia.

The Company operates the Altus platform and may introduce eligible users to brokerage services. The Company is not a broker-dealer, investment adviser, clearing firm, custodian, bank, exchange, securities market, or tax adviser.

1.3 Brokerage and Clearing

Brokerage execution services are provided by Atomic Vaults Securities LLC (the "Broker"), a U.S. broker-dealer.

Your securities account is carried, cleared, settled, and custodied by RQD Clearing, LLC* (the "Clearing Firm").

1.4 Technology Provider

The Altus application is developed, maintained, and operated by Metaloop Inc. (the "Technology Provider") on behalf of the Company.

1.5 Incorporated Documents

By creating an account, accessing, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and by the following documents, each of which is incorporated by reference:

(a) the Risk Disclosure;

(b) the Privacy Policy;

(c) the Restricted Persons & Jurisdictions Policy;

(d) the Fee Schedule; and

(e) the applicable customer agreements, disclosures, and policies of the Broker and the Clearing Firm.

1.6 Non-Acceptance

If you do not agree to these Terms or any incorporated document, you must not access or use the Services.

For purposes of these Terms:

2.1 "Account"

"Account" means the securities brokerage account opened in your name and carried by the Clearing Firm.

2.2 "Broker"

"Broker" means Atomic Vaults Securities LLC, the U.S. broker-dealer that receives and executes orders submitted through the Services.

2.3 "Clearing Firm"

"Clearing Firm" means RQD* Clearing, LLC, the carrying broker responsible for clearing, settlement, custody, account protection, statements, confirmations, and related account services.

2.4 "Company"

"Company" means Alto Inc., operator of the Altus brand and platform.

2.5 "Customer" or "User"

"Customer", "User", "you", and "your" mean any individual or entity that accesses or uses the Services or applies for, opens, or maintains an Account.

2.6 "Restricted Jurisdiction", "Restricted Person", and "US Person"

"Restricted Jurisdiction", "Restricted Person", and "US Person" have the meanings assigned to them in the Restricted Persons & Jurisdictions Policy.

2.7 "Services"

"Services" means the Altus application, website, and related tools, features, content, functionality, and services made available by or on behalf of the Company.

2.8 "Technology Provider"

"Technology Provider" means Metaloop Inc., which provides software development, hosting, technical operations, and crypto-funding processing support on behalf of the Company.

3.1 Acceptance

You may not access or use the Services unless you have accepted these Terms and completed all identity, residency, tax, sanctions, and eligibility verification procedures required by us, the Broker, the Clearing Firm, or our service providers.

3.2 Eligibility

The Services are available only to eligible non-U.S. persons located outside our Restricted Jurisdictions.

You represent, warrant, and covenant that you are not:

(a) a US Person;

(b) a Restricted Person;

(c) located in a Restricted Jurisdiction; or

(d) otherwise prohibited from accessing or using the Services under the Restricted Persons & Jurisdictions Policy or applicable law.

3.3 Continuing Representations

Your eligibility representations are deemed to be continuing. Each time you access the Services, submit information, fund your Account, place an order, or otherwise use the Services, you reaffirm that you remain eligible.

4.1 Company Role

The Company operates the Altus platform and may introduce eligible users to the Broker.

The Company does not provide brokerage, execution, clearing, settlement, custody, investment advisory, tax, legal, accounting, banking, payment, or money transmission services.

4.2 Broker Role

The Broker receives and executes orders submitted through the Services. Executed trades are submitted to the Clearing Firm for clearing and settlement.

4.3 Clearing Firm Role

Your securities and brokerage cash are held by the Clearing Firm, not by the Company.

Your rights and obligations with respect to execution, clearing, settlement, custody, statements, confirmations, account protection, and related brokerage matters are governed by the applicable agreements and disclosures of the Broker and the Clearing Firm.

4.4 Technology Provider Role

Metaloop Inc. acts solely as a technology, hosting, software, operations, and crypto-funding processing provider.

Metaloop Inc. does not:

(a) provide brokerage, investment, custody, clearing, settlement, or advisory services;

(b) make investment recommendations;

(c) solicit orders;

(d) hold customer securities or brokerage cash; or

(e) act as a broker-dealer, investment adviser, custodian, clearing firm, bank, or exchange.

4.5 Conflicts

In the event of any conflict between these Terms and the Broker's or Clearing Firm's customer agreements with respect to execution, clearing, settlement, custody, account protection, statements, confirmations, or regulatory brokerage obligations, the applicable Broker or Clearing Firm agreement shall control.

5.1 No Solicitation

The Services are not directed at, and do not constitute an offer, recommendation, invitation, inducement, or solicitation to, any person in any jurisdiction where such offer, recommendation, invitation, inducement, solicitation, access, or use would be unlawful or would require registration, licensing, authorization, or approval not held by the Company.

5.2 User Initiative

You access and use the Services solely on your own initiative and are solely responsible for determining whether such access and use are lawful and permitted under all laws, regulations, and rules applicable to you.

6.1 Supported Products

Unless otherwise expressly made available to you through the Services, the Services currently support only cash-funded spot trading of supported U.S.-listed equities and exchange-traded funds.

6.2 Additional Products

Additional products, including options, margin, or other securities products, may be made available only if separately enabled, disclosed, and approved by the Broker, the Clearing Firm, and the Company.

Any such products may be subject to additional eligibility requirements, risk disclosures, agreements, approvals, restrictions, and fees.

6.3 Unsupported Products

Unless and until expressly enabled for you and all required approvals have been completed, the Services do not provide:

(a) margin;

(b) leverage;

(c) borrowing;

(d) short selling;

(e) options;

(f) futures;

(g) swaps;

(h) contracts for difference;

(i) derivatives;

(j) securities lending of your positions; or

(k) any product other than fully paid cash positions.

6.4 Fully Funded Transactions

All purchases must be fully funded with available cash at the time required by the Broker or Clearing Firm.

7.1 Required Information

You agree to provide accurate, current, complete, and non-misleading information, including information relating to:

(a) identity;

(b) residency;

(c) nationality;

(d) tax status;

(e) beneficial ownership;

(f) source of funds;

(g) source of wealth; and

(h) any other information requested by us, the Broker, the Clearing Firm, or our service providers.

7.2 Tax Forms

You must provide a valid IRS Form W-8BEN or W-8BEN-E where applicable and must promptly update such form if any information becomes inaccurate, incomplete, or expired.

7.3 Authorization

You authorize us, the Broker, the Clearing Firm, Metaloop Inc., and our respective service providers to collect, verify, screen, monitor, and re-verify your information at any time.

Such checks may include:

(a) KYC and KYB checks;

(b) sanctions screening;

(c) politically exposed person screening;

(d) adverse-media screening;

(e) fraud checks;

(f) source-of-funds and source-of-wealth checks;

(g) wallet-screening;

(h) geolocation checks; and

(i) transaction-monitoring checks.

7.4 Risk Actions

We, the Broker, or the Clearing Firm may decline, delay, suspend, restrict, freeze, reverse, or close any registration, deposit, withdrawal, order, transaction, or Account if:

(a) your identity, eligibility, or information cannot be verified;

(b) your information is or appears to be inaccurate, incomplete, expired, false, or misleading; or

(c) any eligibility, sanctions, AML/CTF, fraud, market-abuse, legal, regulatory, operational, security, or risk concern is identified.

8.1 Electronic Delivery

You consent to receive all agreements, disclosures, notices, confirmations, statements, tax documents, and other communications electronically, including through the Services, by email, or by other electronic means.

8.2 Electronic Signature

Your electronic acceptance, including by checkbox, click, typed name, in-app confirmation, or continued use of the Services, constitutes your valid and binding electronic signature and has the same legal effect as a handwritten signature.

8.3 Contact Information

You are responsible for maintaining accurate and current contact information and for promptly reviewing all communications, confirmations, statements, and notices.

9.1 Execution-Only

The Services are provided on an execution-only basis.

9.2 No Advice or Fiduciary Duty

None of the Company, the Technology Provider, the Broker, or the Clearing Firm provides investment, tax, legal, accounting, financial, or trading advice, makes personal recommendations, acts as your investment adviser or fiduciary, or assesses the suitability or appropriateness of any security, transaction, strategy, or investment decision for you, except to the extent expressly required by applicable law.

9.3 Informational Content

Any market data, research, screeners, watchlists, educational materials, prices, charts, news, or other content made available through the Services are provided for general informational purposes only.

Such content does not constitute investment advice, tax advice, legal advice, a recommendation, an offer, or a solicitation to buy, sell, or hold any security.

9.4 User Responsibility

You are solely responsible for your investment decisions and for obtaining independent financial, legal, tax, and other professional advice as you deem appropriate.

10.1 Order Transmission

When you place an order through the Services, the order is transmitted to the Broker for execution. Once executed, the trade is submitted to the Clearing Firm for clearing and settlement.

10.2 No Execution Guarantee

Neither the Company nor the Technology Provider guarantees that any order will be accepted, transmitted, executed, filled in whole, filled in part, or executed at any particular price or time.

10.3 Order Rejection or Delay

Orders may be rejected, delayed, canceled, corrected, or otherwise affected due to:

(a) market conditions;

(b) trading halts;

(c) volatility;

(d) liquidity;

(e) system issues;

(f) risk controls;

(g) legal or regulatory requirements;

(h) sanctions or AML/CTF concerns;

(i) insufficient funds; or

(j) restrictions imposed by the Broker, the Clearing Firm, exchanges, market centers, regulators, or service providers.

10.4 Order Duration

Orders are generally good for the trading day on which they are placed unless otherwise specified.

10.5 Monitoring

You are solely responsible for monitoring your Account, orders, positions, confirmations, statements, and other Account activity.

10.6 Settlement

U.S. securities trades settle according to the standard U.S. settlement cycle applicable at the time of the trade.

Settlement timing may vary or change due to market rules, holidays, operational issues, regulatory requirements, or actions of the Broker, the Clearing Firm, exchanges, clearing organizations, or regulators.

11.1 Custody

Your securities and brokerage cash are held by the Clearing Firm, not by the Company.

11.2 Clearing Firm Responsibilities

The Clearing Firm is responsible for carrying your Account, clearing and settling transactions, custodying securities and cash, issuing confirmations and statements, and providing applicable customer account protections.

11.3 SIPC

Securities and cash held in your Account at the Clearing Firm may be protected by the Securities Investor Protection Corporation ("SIPC") up to US$500,000, including up to US$250,000 for cash, subject to SIPC rules, limits, and eligibility.

SIPC does not protect against a decline in the market value of your securities. For additional information, see www.sipc.org.

11.4 No Company Guarantee

The Company does not provide, administer, or guarantee SIPC protection, deposit insurance, or any equivalent protection.

12.1 Fees Payable

You agree to pay all fees, commissions, spreads, markups, markdowns, transaction fees, currency-conversion fees, withdrawal fees, regulatory fees, exchange fees, clearing fees, pass-through charges, and other amounts disclosed in the Fee Schedule or through the Services.

12.2 Deduction

Fees and other amounts payable by you may be deducted from your Account, deposits, withdrawals, or other amounts otherwise payable to you.

12.3 Changes

We may modify fees at any time by posting an updated Fee Schedule or providing notice through the Services or by email, as permitted by applicable law.

12.4 Non-Refundable

Fees are non-refundable unless expressly stated otherwise or required by applicable law.

13.1 User Responsibility

You are solely responsible for determining, reporting, and satisfying your tax obligations in all applicable jurisdictions.

13.2 U.S. Withholding

As a non-U.S. person investing in U.S. securities, you may be subject to U.S. withholding tax on certain U.S.-source income, including dividends.

The default withholding rate is generally 30%, which may be reduced under an applicable income-tax treaty if you provide a valid IRS Form W-8BEN or W-8BEN-E and satisfy applicable requirements.

13.3 Withholding Agents

We, the Broker, the Clearing Firm, or other withholding agents may withhold taxes, report information, or take any other action required by applicable law.

13.4 No Tax Advice

The Company does not provide tax advice. You should consult your own tax adviser regarding your tax obligations.

14.1 Crypto Funding

You may fund your Account using supported cryptocurrencies through supported blockchain networks.

Crypto deposits are converted into U.S. dollars before being credited for securities trading. Your brokerage Account is funded, traded, cleared, settled, and maintained in U.S. dollars.

14.2 No Crypto in Brokerage Account

You do not hold, trade, or custody cryptocurrency within your brokerage Account.

14.3 Processing

Crypto deposits, conversions, and withdrawals may be processed by Metaloop Inc. and/or third-party payment, conversion, blockchain analytics, custody, wallet, liquidity, or infrastructure providers.

14.4 Blockchain Risk

Crypto transfers may be irreversible once submitted to a blockchain network.

You are solely responsible for providing accurate wallet addresses, network details, memo/tag information, and other required information.

14.5 Conditions

Deposits, conversions, and withdrawals are subject to:

(a) network fees;

(b) exchange rates;

(c) spreads;

(d) conversion fees;

(e) timing differences;

(f) blockchain confirmation requirements;

(g) wallet-screening;

(h) sanctions screening;

(i) source-of-funds checks; and

(j) AML/CTF monitoring.

14.6 Restrictions

We may delay, reject, freeze, return, or restrict any deposit, conversion, or withdrawal where we identify verification, sanctions, AML/CTF, fraud, market-abuse, legal, regulatory, operational, security, or risk concerns.

14.7 Verified Source

Withdrawals may be returned only to your own verified funding source or other verified wallet approved by us.

Third-party transfers are not supported unless expressly permitted by us.

15.1 Prohibited Conduct

You must not:

(a) use the Services if you are a US Person, Restricted Person, located in a Restricted Jurisdiction, or otherwise ineligible;

(b) access or use the Services on behalf of any ineligible person;

(c) misrepresent your identity, nationality, residency, location, tax status, source of funds, source of wealth, ownership, control, or eligibility;

(d) use VPNs, proxies, false documents, nominee arrangements, shell structures, or other methods to evade eligibility, sanctions, geolocation, KYC, KYB, AML/CTF, or risk controls;

(e) use the Services for money laundering, terrorist financing, sanctions evasion, fraud, market manipulation, insider trading, abusive trading, tax evasion, or any unlawful purpose;

(f) interfere with, disrupt, reverse-engineer, scrape, exploit, or attempt to gain unauthorized access to the Services or related systems; or

(g) use the Services in any manner that violates any applicable law, regulation, exchange rule, market rule, or third-party right.

15.2 Material Breach

Any prohibited use constitutes a material breach of these Terms and may result in immediate suspension, restriction, liquidation, closure, reporting to authorities, and any other remedy available to us, the Broker, or the Clearing Firm.

16.1 Rights to Restrict

We, the Broker, or the Clearing Firm may decline, delay, restrict, suspend, freeze, liquidate, close, cancel, reverse, or refuse any Account, order, position, deposit, withdrawal, or transaction, in whole or in part, at any time and without prior notice where permitted by applicable law.

16.2 Grounds

Such action may be taken if:

(a) you become, or are suspected of being, a US Person, Restricted Person, or located in a Restricted Jurisdiction;

(b) we cannot verify your identity, residency, nationality, tax status, source of funds, source of wealth, ownership, control, or eligibility;

(c) you breach these Terms or any incorporated policy or agreement;

(d) we identify sanctions, AML/CTF, fraud, market-abuse, legal, regulatory, operational, security, or risk concerns;

(e) such action is required or requested by the Broker, Clearing Firm, regulator, court, exchange, clearing organization, law-enforcement authority, or service provider; or

(f) such action is necessary or appropriate to protect the Services, other users, the Company, the Broker, the Clearing Firm, or market integrity.

16.3 Closure

Upon closure, remaining cash, if any, will be returned only to your verified non-U.S. funding source or other approved verified destination, net of fees, withholding, reversals, losses, and amounts owed, and subject to sanctions, AML/CTF, and legal requirements.

16.4 Continuing Liability

You remain liable for all obligations incurred before closure, suspension, or termination.

16.5 Breach of Eligibility

If an Account was opened or used in breach of eligibility requirements or through circumvention of controls, we may, to the extent permitted by applicable law:

(a) restrict withdrawals;

(b) reverse affected transactions;

(c) withhold profits attributable to the breach; and

(d) return only verified principal after completion of required checks.

17.1 General Risk

Investing in securities involves substantial risk, including the risk of losing some or all of the amount invested. You should not invest funds that you cannot afford to lose.

17.2 Acknowledged Risks

By using the Services, you acknowledge and accept the risks described in the Risk Disclosure and the following risks, without limitation:

(a) Market risk: security prices may fluctuate rapidly and unpredictably;

(b) Liquidity risk: some securities may be difficult or impossible to buy or sell;

(c) Execution risk: orders may not be executed, may be partially executed, or may be executed at prices materially different from expected;

(d) Volatility risk: market conditions may change rapidly, especially during news events, market stress, or outside regular trading hours;

(e) Currency and conversion risk: your Account is denominated in U.S. dollars while funding may occur in cryptocurrency, and conversion rates, spreads, fees, and timing may affect the amount available;

(f) Crypto transfer risk: blockchain transfers may be delayed, irreversible, sent to an incorrect address, or affected by network conditions;

(g) Foreign investor risk: non-U.S. investors may face tax, legal, regulatory, market-hour, and cross-border risks;

(h) Operational risk: access to the Services depends on internet connectivity, devices, third-party systems, the Broker, the Clearing Firm, and other providers; and

(i) Tax risk: tax treatment may vary by jurisdiction and may change over time.

17.3 No Guaranteed Return

No return, profit, yield, or investment outcome is promised or guaranteed. Past performance is not indicative of future results.

18.1 As-Is Basis

The Services, including all content, data, market data, prices, tools, and functionality, are provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, statutory, or otherwise.

18.2 Disclaimer

To the maximum extent permitted by applicable law, the Company, the Technology Provider, and their respective affiliates, officers, directors, employees, agents, licensors, and service providers disclaim all warranties, including warranties of:

(a) merchantability;

(b) fitness for a particular purpose;

(c) title;

(d) non-infringement;

(e) accuracy;

(f) completeness;

(g) timeliness;

(h) reliability;

(i) availability;

(j) security; and

(k) uninterrupted or error-free operation.

18.3 No Availability Warranty

We do not warrant that the Services will be available at any particular time, uninterrupted, secure, error-free, free from viruses or harmful components, or that any defect will be corrected.

18.4 Third-Party Data

Market data, prices, research, news, and other information may be delayed, inaccurate, incomplete, interrupted, or sourced from third parties.

You should not rely on such information as the sole basis for any investment decision.

19.1 Excluded Damages

To the maximum extent permitted by applicable law, the Company, the Technology Provider, and their respective affiliates, officers, directors, employees, agents, licensors, and service providers shall not be liable for any indirect, incidental, special, consequential, exemplary, punitive, or similar damages, or for any loss of profits, revenue, data, goodwill, business opportunity, investment value, trading losses, tax losses, or other intangible losses.

19.2 Excluded Losses

Without limiting the foregoing, we shall not be liable for losses arising from or relating to:

(a) market or economic conditions;

(b) security price movements;

(c) order rejection, delay, cancellation, correction, partial fill, failed execution, or execution at a different price;

(d) exchange, broker, clearing firm, market center, regulator, clearing organization, bank, payment provider, blockchain network, or service-provider action or failure;

(e) internet, telecommunications, device, software, cloud, hosting, cybersecurity, or third-party system failures;

(f) blockchain delays, incorrect wallet details, wrong network selection, failed or irreversible crypto transfers;

(g) unauthorized access resulting from your failure to secure credentials, devices, accounts, or systems; or

(h) events beyond our reasonable control.

19.3 Liability Cap

To the maximum extent permitted by applicable law, our total aggregate liability arising out of or relating to the Services shall not exceed the greater of:

(a) the total fees you paid to the Company in the three months immediately preceding the event giving rise to the claim; or

(b) US$100.

19.4 Mandatory Liability

Nothing in these Terms excludes or limits liability to the extent such liability cannot be excluded or limited under applicable law.

20.1 Indemnity

You agree to indemnify, defend, and hold harmless the Company, the Technology Provider, the Broker, the Clearing Firm, and their respective affiliates, officers, directors, employees, agents, licensors, and service providers from and against any claims, demands, losses, liabilities, damages, penalties, fines, costs, and expenses, including reasonable legal fees, arising out of or relating to:

(a) your access to or use of the Services;

(b) your breach of these Terms or any incorporated policy or agreement;

(c) your violation of any law, regulation, exchange rule, market rule, or third-party right;

(d) any false, inaccurate, incomplete, expired, or misleading information you provide;

(e) your ineligibility, restricted status, or circumvention of eligibility, geolocation, sanctions, AML/CTF, or verification controls; or

(f) your orders, transactions, deposits, withdrawals, tax obligations, or investment decisions.

20.2 Survival

This indemnity survives termination of these Terms and closure of your Account.

21.1 Updates

We may amend, supplement, or replace these Terms or any incorporated policy at any time by posting the updated version with a new "Last Updated" date.

21.2 Notice

Where required by applicable law, we may also provide notice by email, through the Services, or by other electronic means.

21.3 Continued Use

Your continued access to or use of the Services after the updated Terms become effective constitutes your acceptance of the updated Terms.

21.4 Rejection

If you do not agree to the updated Terms, you must stop using the Services and close your Account, subject to settlement of open positions, fees, obligations, and legal or regulatory requirements.

22.1 Governing Law

These Terms are governed by and construed in accordance with the laws of Saint Lucia, without regard to conflict-of-laws principles.

22.2 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be resolved exclusively by final and binding arbitration seated in Castries, Saint Lucia, conducted in English in accordance with the arbitration laws of Saint Lucia, on an individual basis, unless otherwise required by applicable law.

22.3 Class Action Waiver

You and the Company waive any right to participate in any class, collective, representative, or consolidated action to the maximum extent permitted by applicable law.

22.4 Brokerage Disputes

Disputes relating to brokerage execution, clearing, settlement, custody, statements, confirmations, account protection, or other matters governed by the Broker's or Clearing Firm's customer agreement may be subject to the dispute-resolution provisions in those agreements, including any pre-dispute arbitration clause.

23.1 Entire Agreement

These Terms, together with the Risk Disclosure, Privacy Policy, Restricted Persons & Jurisdictions Policy, Fee Schedule, and applicable Broker and Clearing Firm agreements, constitute the entire agreement between you and the Company regarding the Services.

23.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

23.3 No Waiver

No failure or delay by us in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy.

23.4 Assignment

You may not assign or transfer these Terms or any rights or obligations under these Terms without our prior written consent.

We may assign or transfer these Terms, in whole or in part, to an affiliate, successor, acquirer, or in connection with any merger, acquisition, restructuring, reorganization, financing, or sale of assets.

23.5 Headings

Headings are for convenience only and shall not affect the interpretation of these Terms.

For questions about these Terms, contact:

info@altus.trade