The terms limit Stash's total liability for all claims to the amount paid by the user in the twelve months preceding the event, and disclaim all indirect, consequential, and punitive damages. A carve-out preserves liability that cannot be disclaimed under the Investment Advisers Act of 1940 or other applicable law.
This analysis describes what Stash's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This provision caps aggregate financial liability at twelve months of fees paid, which for users on lower-tier subscription plans may represent a minimal dollar amount relative to potential investment or banking losses. The explicit Investment Advisers Act carve-out acknowledges that statutory liability for investment advisory services cannot be contractually disclaimed, creating a relevant distinction between advisory and non-advisory service claims.
Interpretive note: The enforceability of the consequential damages waiver and twelve-month fee cap may vary depending on jurisdiction, the specific service category at issue, and whether gross negligence or willful misconduct is alleged.
Under this clause, Stash's maximum liability for any claim is limited to the total fees paid by the user in the prior twelve months, regardless of the nature or magnitude of the harm claimed. The agreement preserves liability that cannot be disclaimed under the Investment Advisers Act of 1940, meaning claims relating to investment advisory services may not be fully subject to this cap.
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"YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND THE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES OF US, AND STRIDE BANK, N.A. ("PARTNER BANK"), WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES... IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU, AND/OR PARTNER BANK'S TOTAL LIABILITY TO YOU TO THE EXTENT APPLICABLE, FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE TOTAL AMOUNT PAID BY YOU TO US OR PARTNER BANK, RESPECTIVELY, FOR ACCESSING THE PLATFORM AND RECEIVING THE SERVICES, IF ANY, IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, WE DO NOT DISCLAIM ANY LIABILITY RELATING TO THE PROVISION OF SERVICES WHICH CANNOT BE DISCLAIMED PURSUANT TO THE INVESTMENT ADVISERS ACT OF 1940, AS AMENDED, OR OTHER APPLICABLE LAW.— Excerpt from Stash's Stash Terms of Use (Superseded URL)
1. REGULATORY LANDSCAPE: The Investment Advisers Act of 1940 carve-out is a legally required acknowledgment: registered investment advisers cannot contractually disclaim liability for conduct covered by that statute. The SEC is the primary enforcement authority. The broader damages disclaimer and cap also interact with state consumer protection laws, which in some jurisdictions (including California and New York) may limit the enforceability of broad consequential damages waivers in consumer contracts. 2. GOVERNANCE EXPOSURE: Medium. The twelve-month fee-based liability cap is standard in technology and financial platform agreements, but its practical significance depends on the fee structure applicable to each user. Users of free-tier or low-cost subscription services may have a near-zero cap, which may receive scrutiny under applicable consumer financial protection standards depending on the service category. 3. JURISDICTION FLAGS: New York courts have in some contexts declined to enforce limitation of liability clauses where gross negligence or willful misconduct is at issue. California's consumer protection framework may further limit the enforceability of consequential damages waivers against consumers. The Investment Advisers Act carve-out creates a federal floor that supersedes the contractual cap for covered advisory claims. 4. CONTRACT AND VENDOR IMPLICATIONS: The explicit inclusion of Stride Bank, N.A. as a co-beneficiary of the liability limitation is operationally significant for users of Stash's banking products. Legal teams should confirm the relationship between Stash and Stride Bank and whether the partner bank limitation is consistent with applicable banking consumer protection requirements. 5. COMPLIANCE CONSIDERATIONS: Compliance teams should map which Stash services are covered by the Investment Advisers Act carve-out and which are not, to ensure that the liability cap is applied consistently with regulatory obligations. User-facing disclosures regarding the liability cap and its interaction with investment advisory protections should be reviewed for clarity and consistency with regulatory guidance on fee and liability disclosures.
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This provision caps aggregate financial liability at twelve months of fees paid, which for users on lower-tier subscription plans may represent a minimal dollar amount relative to potential investment or banking losses. The explicit Investment Advisers Act carve-out acknowledges that statutory liability for investment advisory services cannot be contractually disclaimed, creating a relevant distinction between advisory and non-advisory service claims.
Under this clause, Stash's maximum liability for any claim is limited to the total fees paid by the user in the prior twelve months, regardless of the nature or magnitude of the harm claimed. The agreement preserves liability that cannot be disclaimed under the Investment Advisers Act of 1940, meaning claims relating to investment advisory services may not be fully …
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