Oval is early
Oval is in its paper-trading phase. No real money moves through the platform today. Nobody funds an account, nobody deposits cash, nobody pays a fee, and no investor’s money is at risk, because no investor money is on the platform. What exists today is a way for managers to publish strategies and for investors and followers to track how those strategies perform on simulated capital.
These terms cover that paper-trading product, as it works today. When Oval opens real-money investing, account funding, and fee collection, we will update these terms before any of that goes live for you, and section 16 explains how we will notify you when that happens.
1. Who Oval is, and what it is not
1.1 Oval is an investment adviser registered with the SEC. Oval relies on the Internet Adviser Exemption, SEC Rule 203A-2(e), to register nationwide rather than state by state. That exemption requires Oval to give investment advice exclusively through its own interactive website (the Oval platform) and to have no physical branch offices. If you interact with Oval outside the platform for something that looks like individualized investment advice, that is not how Oval is built to operate, and you should treat it as a mistake to flag to us, not a service to rely on.
1.2 Oval is not a broker-dealer, a bank, or a custodian. Oval does not hold, control, or have the ability to move money or securities, and today, nobody’s money is on the platform for Oval or anyone else to move.
1.3 When real-money investing opens, investor brokerage accounts will be opened and held at Alpaca Securities LLC, the intended broker-dealer and qualified custodian for investor accounts. No investor brokerage account exists yet. Section 5 covers what today’s paper-trading account is instead.
1.4 Oval’s advisory relationship, once real-money investing opens, will be with you, the investor, directly. Strategy managers on the platform are not your adviser. Section 8 explains what a manager is and is not.
2. What the platform does today
2.1 Managers publish strategies. A strategy states a set of rules or a thesis for how it invests, and its performance is calculated as if it were trading with real money, using real market prices, even though no real money moves.
2.2 Investors and followers can create an account, browse strategies, and track a strategy’s simulated performance over time.
2.3 A verified investor can place a pledge on a strategy: a non-binding, capped indication of interest. Section 6 explains exactly what a pledge is and is not.
2.4 Nothing on the platform today involves a brokerage account, a bank connection, a deposit, a withdrawal, or a fee. Where this document refers to something that will exist once real-money investing opens, it says so plainly.
3. Eligibility
3.1 Age. You must be at least 18 years old to create an Oval account.
3.2 Investors and followers are US persons, at launch. To open an investor or follower account today, you must be a US person: a US citizen, a US permanent resident, or a visa holder who files US taxes and holds a Social Security number. This scope may expand as the platform does; we will not promise a date for that.
3.3 Managers may be outside the United States. Because a manager licenses strategy intellectual property to Oval rather than becoming an investor’s adviser, manager eligibility does not turn on where a manager lives or is based.
3.4 One account per person. You may not create more than one Oval account, and you may not create an account on behalf of someone else without our written permission, except where you are acting as an authorized representative under a process we have approved.
3.5 We can decline or close an application. Oval may decline to open an account for any lawful reason, including a failed identity check or a determination that we cannot service you. If we decline your application, we will tell you that it was declined; we are not always able to tell you why.
4. What paper trading means, and does not mean
4.1 What it means. Every strategy on Oval today runs on simulated capital. No investor money is invested through the platform. The people who track a strategy today are followers, not investors, and the performance shown is simulated performance, calculated as if real trades had been placed and real money had moved, using real market prices.
4.2 What it does not mean. Paper-phase performance is not a guarantee, projection, or promise about how a strategy will perform with real money. Simulated results do not reflect real trading costs, real market impact, real liquidity constraints, or the experience of investing real money, and can differ from what the same strategy would have done live. Section 8 states this in full.
4.3 Pledges. A verified investor may place a pledge: a non-binding, capped indication of interest in a strategy. A pledge is not an investment, does not move any money, and does not obligate you to invest anything when real-money investing opens. Active pledges may be shown in aggregate as a public verified-demand figure for a strategy.
4.4 When real money opens. Some of this document describes how the platform will work once real-money investing is available. Those parts take effect for you only once your account is actually invested with real money, which will require a separate funded brokerage account at Alpaca and your affirmative instruction to invest. Nothing in this document should be read as stating that real-money investing is available today.
5. Your account and its security
5.1 You are responsible for keeping your login credentials confidential and for every action taken from your account, whether or not you took it yourself, except to the extent it results from Oval’s own security failure.
5.2 Tell us immediately if you believe your account has been accessed without your permission. We will investigate and may temporarily restrict access to your account while we do.
5.3 We may require additional verification at any time, including re-verifying your identity, if we have reason to believe your account is compromised or your information has changed.
5.4 You must provide accurate information when you create and maintain your account, and keep it current. An account opened with false information may be suspended or closed under section 11.
6. Managers: what you license, what you keep
6.1 The model-provider structure. If you are a manager, you license your strategy’s intellectual property, meaning its rules, signals, and logic, to Oval. Oval implements that strategy on behalf of the investors who eventually choose it. You are not an investment adviser to any investor, you do not give individualized advice to any investor, and you are not registered with the SEC or any state as an adviser through your relationship with Oval.
6.2 What you keep. You retain ownership of your strategy’s underlying intellectual property. Licensing it to Oval does not transfer ownership to us. You grant Oval a license to use, implement, describe, display, and track the performance of your strategy on the platform, for as long as your strategy is listed, unlisted, or paused (section 2.7 of the Manager Compliance Policy defines these states), and for the period after your strategy closes that records-retention law requires us to keep its history.
6.3 What you are paid, and what you are not. Today, in the paper-trading phase, no fees are charged to anyone on the platform, and no manager is compensated for a strategy’s performance. When real-money investing opens, manager compensation will be a revenue share on the assets a strategy manages, not a performance fee, and because a manager is not registered as an adviser, that compensation will be structured so that it is Oval’s advisory fee, not the manager’s, that is charged to any investor.
6.4 Your strategy is bound by the Manager Compliance Policy. Manager_Compliance_Policy.md is incorporated into this agreement by reference. It states, in full, what Oval monitors about your strategy, what happens when a rule is broken, and what you can do about it. Where this document and the Manager Compliance Policy appear to conflict on a compliance rule, the Manager Compliance Policy controls, because it is the document authored and revised for that purpose.
6.5 You represent that you have the right to license what you license. You confirm that your strategy’s intellectual property is yours to license, that operating it does not violate any other agreement you have, and that you are not barred by any regulator from participating in a business like Oval’s.
7. Investors and followers: what you have today
7.1 Today, tracking a strategy or placing a pledge does not create a brokerage account, does not move any money, and does not create an advisory relationship between you and Oval. When real-money investing opens, investing through Oval will open an advisory relationship with Oval, implemented through a brokerage account in your own name at Alpaca, and you will not become a client of any manager.
7.2 A manager cannot see your personal or account information beyond what is necessary to see the aggregate result their strategy produces.
7.3 Nothing on the platform is a recommendation that any specific strategy is suitable for you individually.
8. No guarantee of performance
8.1 Nothing on Oval, including any figure, chart, ranking, or leaderboard position, is a promise or guarantee about future performance. Past performance, whether real or simulated, does not predict future results.
8.2 Investing involves risk, including the risk of losing money. Oval does not guarantee that any strategy will meet its stated goals, avoid losses, or perform in line with its historical or simulated record.
8.3 Leaderboard rank, prize eligibility, and public performance figures reflect a point-in-time measurement under a stated methodology, not a certification of quality or a promise of future rank.
9. Acceptable use
9.1 You may not use Oval to violate any law, to manipulate a strategy’s performance figures or leaderboard position, to misrepresent your identity, to interfere with our compliance monitoring, or to attempt to access another user’s account or data.
9.2 You may not scrape, reverse-engineer, or use automated means to access the platform beyond what any published API terms allow.
9.3 You may not use the platform to offer investment advice to others outside the structure this document describes, or to hold yourself out as an Oval-affiliated adviser if you are a manager.
9.4 Breaking a rule in this section can result in suspension or termination under section 11, independent of whatever else this document says about notice periods.
10. Intellectual property
10.1 Oval’s platform. Oval owns the Oval platform, its design, its software, and its trademarks. You get a limited, personal, non-transferable license to use the platform for its intended purpose. Nothing here transfers ownership of the platform to you.
10.2 Your content. If you post content on the platform, for example a strategy pitch, a strategy description, or an Insights post, you keep ownership of it. You grant Oval a license to host, display, and distribute that content on the platform and in places the platform’s normal operation reaches, for as long as your account or your content remains on the platform, and for the period records-retention law requires afterward.
10.3 Manager strategy IP. Section 6.2 governs a manager’s strategy intellectual property specifically. This section does not narrow or restate it.
10.4 Feedback. If you send Oval a suggestion or idea about the product, you agree we can use it without owing you anything for it, unless we agree otherwise in writing.
11. Suspension and termination
11.1 You may close your account at any time. Closing your account does not undo compliance history or records that this document, the Manager Compliance Policy, or applicable law require us to keep.
11.2 Oval may suspend or terminate your access to the platform for violating this document, for a compliance reason stated in the Manager Compliance Policy if you are a manager, for a legal or regulatory reason, or where continuing to serve your account would put Oval, another user, or the platform at risk. Where the Manager Compliance Policy governs the reason, it also governs the notice you receive and the process that follows; this document does not shorten that process.
11.3 For a reason outside the Manager Compliance Policy, for example a violation of section 9, we will tell you the reason for suspension or termination where we are permitted to.
11.4 Terminating your account does not cancel any obligation you owed Oval before termination, including compliance findings already on record.
12. Disclaimers
12.1 The platform is provided as is and as available. Oval disclaims all warranties not required by law, including implied warranties of merchantability and fitness for a particular purpose. Nothing in this section limits Oval’s fiduciary duty as a registered investment adviser, once that duty applies to you.
12.2 Oval does not warrant that the platform will be uninterrupted, error-free, or secure against every possible attack. Section 5 states what you are responsible for on your end.
12.3 Nothing in this section limits any right or protection that applicable securities law, including Oval’s fiduciary duty as a registered investment adviser, gives you and that cannot be waived by agreement.
13. Limitation of liability
13.1 To the extent the law allows, Oval is not liable for indirect, incidental, consequential, or punitive damages arising from your use of the platform.
13.2 Because the platform is free to use during the paper-trading phase, Oval’s total liability to you for any claim arising from your use of the platform is capped at $100. This cap does not limit liability for gross negligence, willful misconduct, or any liability that cannot be limited by agreement under the Investment Advisers Act or other applicable law. This cap will be revisited before real-money investing and fee collection open, since it is sized to a free product.
14. Dispute resolution
14.1 Agreement to arbitrate. You and Oval agree to resolve any dispute arising from these terms or your use of the platform through binding individual arbitration, administered by the American Arbitration Association under its Consumer Arbitration Rules, rather than in court, except that either party may bring an individual claim in small claims court instead.
14.2 Class-action waiver. You and Oval agree to bring claims against each other only in an individual capacity, not as a plaintiff or class member in any purported class, collective, or representative proceeding.
14.3 Opt out. You may opt out of this arbitration agreement by emailing compliance@ovalmarketplace.com within 30 days of creating your account, stating that you opt out of arbitration. If you opt out, disputes between you and Oval will be resolved in court under section 15.
14.4 Nothing in this section limits any right that cannot be waived by agreement under the Investment Advisers Act or other applicable law.
15. Governing law
15.1 These terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Where section 14 does not apply, for example because you opted out of arbitration, the state and federal courts located in Delaware have exclusive jurisdiction over any dispute arising from these terms.
16. Changes to these terms
16.1 Oval may update this document. Where a change materially reduces a right you have or materially increases an obligation on you, including when real-money investing, account funding, or fees open on the platform, we will give you notice before the change takes effect. Where a change is not material, the updated document takes effect when posted, and your continued use of the platform after that means you accept it.
16.2 If you are a manager, changes to the rules your strategy is held to are governed by the Manager Compliance Policy’s own change process, not by this section. This section governs changes to this document itself.
17. Miscellaneous
17.1 Entire agreement. This document, the Manager Compliance Policy where it applies to you, and the Privacy Policy, together form your agreement with us regarding the platform. Once real-money investing opens, any agreement you separately enter into with Alpaca will also apply to your brokerage account.
17.2 Severability. If any part of this document is found unenforceable, the rest stays in effect.
17.3 How to reach us. Questions about this document can be sent to compliance@ovalmarketplace.com.