1.1 Access to Services and Use. These Terms and Conditions of Use (these “Terms and Conditions”) contain the terms, covenants, conditions and provisions upon which You (the “User”) may access and use Licensor’s Internet site (the “Site“) or any of the subscription service offerings or other services offered on the Site, including TradeSavant tm software and content, and any online or off-line Licensor or third party components, data, lists, reports, dashboards, templates or services (collectively, the “Services“). If You do not agree to these Terms and Conditions, You agree not to use or access the Services or the Site. If You are agreeing to these Terms and Conditions on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to these Terms and Conditions.
1.2 Licensor. The term “Licensor” as used herein is TradeSavant, a division of JavaChief, Inc., a Delaware corporation (“TS”), from which You are obtaining the Services, either directly or indirectly through a reseller. If You are purchasing or otherwise obtaining access to the Services from a third party such as a reseller or sublicensor, the term “Licensor” includes the entity identified as the authorized party from which You are obtaining the Services, either directly or indirectly through a reseller, and TS’s alliance partners.
1.3 Acceptance and Modification. Your registration for, or use of, the Site or the Services shall be deemed to be Your acceptance of these Terms and Conditions. Your continued use of the Site constitutes Your binding acceptance of these Terms and Conditions, including any modifications that Licensor makes. You are responsible for regularly reviewing these Terms and Conditions. By visiting the Site, You, the User, indicate that You understand these Terms and Conditions and intend them to be the legal equivalent of a signed, written contract and equally binding, and that You accept such Terms and Conditions and agree to be legally bound by them without any limitation or qualification. If You do not agree to these Terms and Conditions, please discontinue Your use of the Site. Please note that TS reserves the right to change the Terms and Conditions under which this Site and its offerings are extended to You. Any such change shall be effective upon notice, which may be given by TS’s posting such change on the Site, by e-mail, or any other reasonable way. If a change is notified by a posting on the Site, it shall be deemed to take effect when posted; if a change is notified by e-mail, it shall be deemed to take effect when the e-mail is sent; and if a modification is notified in any other way, it shall be deemed to take effect when the relevant notice is sent or issued by or on behalf of TS. Your continued use of the Site following notice of such modifications will be conclusively deemed acceptance of any changes to these Terms and Conditions. You agree that notice of changes to these Terms and Conditions by posting on the Site, delivery by email, or provided in any other reasonable way constitutes reasonable and sufficient notice.You agree to be bound by any affirmance, assent or agreement You transmit through the Site. You agree that, when in the future You visit the Site, Your agreement or consent to these Terms and Conditions will be legally binding and enforceable and the legal equivalent of Your handwritten signature.
1.4 Additional Terms. Some of the Services may be subject to additional terms and conditions, including use restrictions which may be posted on the Site or contained in ordering, subscription agreement or other documents which may be in electronic form (referred to herein as an “Other Agreement“) that describe order-specific information, such as Services names, billing information, prices, payment requirements, quantities, user identification and access and license period term. Your use of the Services is subject to those conditions, which are incorporated into these Terms and Conditions by reference. In the event of an inconsistency or conflict between these Terms and Conditions and any Other Agreement, the Other Agreement will govern with respect to the applicable term or condition. You acknowledge that you have read and understand the page on the Site entitled DISCLAIMER.
1.5 Service Communications. You understand and agree that the Services may include communications such as service announcements and administrative messages from Licensor or Licensor’s partners. You will not be able to opt out of receiving these service announcements and administrative messages while using the Site and Services until You send Licensor a specific written notice pursuant to these Terms and Conditions requesting the termination of Your subscription and that Your details be eliminated from any mailing list. You also understand that Licensor’s Services may include advertisements.
2. License Grants; Content.
2.1 Grant of License by Licensor. Licensor hereby grants You a non-exclusive, non-transferable right to use the Site and Services for the term for which You have paid the applicable subscription fees (“License Term“), subject to these Terms and Conditions and the Other Agreements, if any. If any subscription based Services are licensed on a Named User basis (as defined below), rights of any user licensed to utilize the Services cannot be shared or used by more than one individual. In addition, a Named User may not be transferred from one individual to another unless the original user no longer requires, and is no longer permitted, access to the Services. Licensor is entitled to adjust the Site and the scope of the Services and the underlying technical infrastructure to reflect the continuing development of the Site, the Services and technical advances.
2.2. Usage Rights. Subject to the terms of these Terms and Conditions, Licensor grants to You the nontransferable and nonexclusive right to permit individuals authorized by You (each a “Named User“) to remotely access and use the Services solely to the extent necessary to enter access, use and manage the Services and Your Content for Your own internal business purposes as permitted herein. As used herein, “You” and “Your” shall include all Named Users authorized under Your account. You shall not be entitled to license, sell, lease, rent, outsource or otherwise make available the Services to third parties, other than Named Users for which You have subscribed. You shall be responsible for the acts and omissions of all such Named Users as if they were Your acts and omissions. You shall not translate, decompile, reverse-engineer or otherwise modify any parts of the Services. You shall not, and shall ensure that Named Users do not: (i) circumvent the user authentication or security of the Site or Services or any host, network, or account related thereto; (ii) use any application programming interface to access the Services other than those made available by Licensor; (iii) mirror the Site on any server; (iv) make any use of the Services that violates any applicable local, state, national, federal, international or foreign law; or (v) fail to use commercially reasonable efforts to prevent the unauthorized license, sale, transfer, lease, transmission, distribution or other disclosure, or, except for licenses provided to Named Users as permitted in these Terms and Conditions, allow any third party to use any user identification(s), code(s), password(s), procedure(s) and user keys issued to, or selected by, You for entry into the Services. Notwithstanding the foregoing and except as otherwise expressly permitted herein, You may not modify, copy, distribute, broadcast, transmit, reproduce, publish, license, transfer, sell, scrape, mirror, frame, or otherwise use any information or material obtained from or through this Site. You further warrant that You will not use this Site for any purpose that is unlawful, prohibited by any applicable regulation or is otherwise inconsistent with these Terms and Conditions. You further warrant that You will not attempt or actually systematically extract data contained in this Site to populate databases for internal or external use.
2.3 Use of Site Content. The Site includes a combination of content that is created or otherwise sourced by Licensor, and/or Licensor’s users, including You. You may use the content on the Site only in connection with Your licensed use of the Services. Except for the foregoing, You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works of, distribute, reverse engineer, publicly display, or in any way exploit any of the software, materials or content on the Site in whole or in part. You may be exposed to content that You find offensive, objectionable or inaccurate, and You bear all risks associated with using that content. Licensor has the right, but not the obligation to remove any content in Licensor’s sole discretion. In no event shall You use the TS Products for illegal purposes or to violate any federal, state or local statute, law or regulation. You shall be solely responsible for obtaining any and all necessary licenses, certificates, permits, approvals or other authorizations required by federal, state or local statute, regulation or other law pertaining to Your use of the Services.
2.4 User Content. You are solely responsible for all materials, whether publicly posted or privately transmitted, that You upload, post, e-mail, transmit, or otherwise make available on the Site or through the Services, including Contributed Data, defined below (collectively, “Your Content”). You have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content. You warrant that You own or have sufficient legal right to the intellectual property rights in Your Content and that Your Content, including any use thereof by Licensor as described herein, does not violate applicable law or the rights of any third party. In consideration of use and access pursuant to these Terms and Conditions and in exchange for Your access to Aggregate Data (as defined below), You may from time to time contribute data regarding your trading activities and outcomes (“Contributed Data”) which may be included in Aggregate Data. “Aggregate Data” means those portions of the Services which are aggregated public and private databases filtered by TS so that the sources of Contributed Data and personally identifiable data contained in such databases cannot be derived. Aggregate Data includes data contributed by users, including Contributed Data. You retain any of its ownership rights in the Contributed Data and shall have the right to download, backup, store, manipulate and reuse Your Contributed Data.
2.5 User License of Content. For the limited purposes of (i) displaying Your Content on the Site and other related Internet sites for Your users, (ii) processing Your Content in connection with providing the Services, (iii) distributing Your Content, either electronically or via other media, to Your Named Users seeking to download or otherwise acquire it, and/or (iv) storing or hosting Your Content in a remote database or on the Site for access by Your Named Users, you hereby grant Licensor, Licensor’s affiliates, and Licensor’s alliance partners a worldwide, royalty-free, nonexclusive, sublicensable right to use, reproduce, distribute, transfer, transmit, distribute, and publish Your Content and subsequent versions of Your Content and to make and/or have made, and to practice any method embodying Your Content. In addition, You grant Licensor a worldwide, royalty-free, nonexclusive, sublicensable right to use, the Contributed Data in connection with the Services (including Services provided to other users), including the right to download and store the Contributed Data and manipulate and aggregate the Contributed Data into Aggregate Data, to the extent that the sources of the Contributed Data and specific building identifiable data contained in the Contributed Data cannot be derived. These licenses will apply to the distribution and the storage of Your Content in any form, medium, or technology now known or later developed. These licenses are subject to these Terms and Conditions and any Other Agreement
3. Intellectual Property Rights.
3.1 All material contained on this Site, unless otherwise indicated, is protected by law including, but not limited to, United States copyright and trademark law, as well as other state, national, and international laws and regulations. Licensor and its licensors owns all right, title and interest in any and all patent rights, copyrights, trademark rights and other rights in the Services, as well as any improvements, design contributions or derivative works conceived or created in the Services. Except for the limited rights expressly granted herein, these Terms and Conditions do not transfer from Licensor or any of its licensors any right or interest in the Services. All rights not expressly granted to You in these Terms and Conditions are reserved by Licensor and its licensors. You shall not remove notices and notations on or in the Services or Licensor content that refer to copyrights, trademark rights, patent rights and other intellectual property rights.
3.2 TS owns a copyright in the Site as a collective work and/or compilation, and in the selection, coordination, arrangement, and enhancement of the Site’s content.
TS, the TS logo, TradeSavant tm and all other trademarks, names, logos, and icons identifying TS or TS’s products and services are proprietary marks of TS and are registered and/or common law trademarks of TS, and may not be copied, imitated or used, in whole or in part, without the prior written permission of TS. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of TS and may not be copied, imitated or used, in whole or in part, without the prior written permission of TS. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by TS. Some content may come from government sources, is in the public domain, and is not copyrightable.
3.3 Other than the rights granted under these Terms and Conditions, You shall not be granted a separate license to any software products or content utilized by Licensor for the provision of the Services. In particular, such software products or content (i) shall not be installed on any computer, server or other device of Yours and (ii) You have no claim to being provided with such software products or content in physical form. You may make copies of the software products only as a temporary copy resident in Your computer’s working memory as necessary to utilize the Services and only during the period of permitted use.
3.4. Third-Party Sites, Products, and Services. Licensor is only responsible or liable for the content posted on the Site to the extent created by Licensor or otherwise as required by applicable law. The Site may contain links to external Web sites and information provided on such external websites by Licensor partners and third-party service providers. Licensor shall not be responsible for the contents of any linked Web site, or any changes or updates to such sites. You further agree that Licensor shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any content, goods or services available on or through any such linked Web site. Any article, information, data, code, text, software, documentation, graphics, image, marketing material, video, photograph, message, or posting to any forum, wiki, or blog on the Site, whether publicly posted or privately transmitted, is the sole responsibility of the person or entity providing the content.
4. Privacy Policy
Any information that You submit to Licensor or that Licensor collects through the Site is subject to our Privacy Policy, the terms of which are incorporated into these Terms and Conditions. Please see Licensor’s Privacy Policy for a summary of Licensor’s practices regarding the collection and use of personal information. Acceptance of these Terms and Conditions constitutes consent to Licensor’s collection and use of personal information as outlined therein.
5. Your Registration Information
You agree to (a) provide true, accurate, current and complete information about You as may be prompted by any registration forms on the Site (“Registration Data“); (b) maintain the security of Your password; (c) maintain and promptly update the Registration Data, and any other information You provide to Licensor, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information You provide to the Licensor. You also agree not to impersonate any person or entity, misrepresent any affiliation with another person, entity or association, or conceal Your identity from the Licensor for any purpose.
6. Fees.
If fees are charged by Licensor for the Service, You agree to pay the fees on the terms stated in the Other Agreement. You agree to pay all applicable taxes relating to the Services. Any amount payable by You to Licensor which is past due will be subject to a late payment charge equal to one percent (1%) per month, or the highest rate permitted by law, whichever is less.
7. Code of Conduct.
You agree not to do any of the following:
1. Restrict or inhibit any other user from using and enjoying the Site. This includes, without limitation: (a) using, or attempting to use, any account without the owner’s permission, (b) obtaining or soliciting another person’s password or other personal information under false pretenses, or (c) impersonating another user or otherwise misrepresenting Yourself to Licensor, our affiliates, the Site’s systems, or other entities.
2. Interfere (or attempt to interfere) with the operation of the Site. This includes, without limitation: (a) interfering with, defeating, or circumventing any security function of the Site, or attempting to do so, or (b) accessing, or attempting to access, any portion of the Site that You are not authorized to access. Unauthorized access (or attempts) may subject You to civil and/or criminal penalties.
3. Post, upload to, transmit, distribute, store, create or otherwise publish any knowingly inaccurate or misleading personal or financial information, reviews, recommendations, claims or content.
4. Post, upload to, transmit, distribute, store, create or otherwise publish any unlawful, threatening, defamatory, obscene, inflammatory, pornographic, profane, or otherwise objectionable (as determined by Licensor) information or material.
5. Post, upload to, transmit, distribute, store, create or otherwise publish any information or material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ.
6. Use the Site to Post, upload to, transmit, distribute, store, create or otherwise publish any information or software that contains a virus, worm, Trojan horse, or other harmful or disruptive component.
7. Post, upload to, transmit, distribute, store, create or otherwise publish any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with You. You are solely responsible for determining whether any material You post, upload to, transmit, distribute, store, create or otherwise publish is subject to a third party’s rights You shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission.
8. Use the Site for any unlawful purpose.
9. Modify, adapt, sublicense, translate, resell, retransmit, reverse engineer, decompile or disassemble any portion of the Site.
10. Impersonate any person or entity, or misrepresent any affiliation with another person, entity or association.
11. Post, upload to, transmit, distribute, store, create or otherwise publish any advertising, promotion, or solicitation of goods or services for commercial purposes except in any areas of the Site specifically designated for such purpose (and subject to applicable Site rules).
12. Misuse any e-mail function available on or through the Site. This includes, without limitation, (a) sending unsolicited commercial e-mail to any account that causes complaints from the recipients, (b) continuing to send commercial e-mail to a recipient if recipient has requested that You discontinue such communication, (c) sending bulk e-mails, “spam,” chain letters, “mail bombs,” or other disruptive transmissions, or (d) forging message headers or otherwise concealing an e-mail address or preventing others from responding to a message, or attempting to do so.
8. Use of Chat Rooms and Other Interactive Areas.
The Site may contain discussion forums, bulletin boards, public or private groups, Directories (defined below), review services or other forums in which You or third parties may post reviews of, make recommendations for or give ratings of content, events, products, services or third party providers, or post other content, messages, materials or other items on the Site (“Interactive Areas“). If Licensor provides such Interactive Areas, You are solely responsible for Your use of such Interactive Areas and use them at Your own risk. By using any Interactive Areas, You expressly agree to comply with the Code of Conduct set forth above with respect to Your use of the Interactive Areas. You acknowledge and agree that Licensor may set up any such forum to be accessible by all Site users or by certain Site users elected at the sole discretion of Licensor or any designee chosen by Licensor. Eligibility for access or membership in any given forum (or any continued access and membership) shall be determined by Licensor or its designee in its sole discretion, and You may not be given access to certain forums.
No review, recommendation or rating on the Site or in any Interactive Area shall be deemed to be an endorsement by Licensor of any the particular matter subject of the review, recommendation or, if such matter is a third party provider, a guarantee of such provider’s quality, competency, qualifications, experience, resources, character, honesty, integrity, responsiveness or other personal and professional characteristics.
Licensor takes no responsibility and assumes no liability for any content posted, stored or uploaded by You or any third party, or for any loss or damage thereto, nor is Licensor liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity You may encounter. As a provider of interactive services, Licensor is not liable for any statements, representations or content provided by its Users in any public forum, personal home page or other Interactive Area. Although Licensor has no obligation to screen, edit or monitor any of the content posted to or distributed through any Interactive Area, Licensor reserves the right, and has absolute discretion, to remove, screen or edit without notice any content posted or stored on the Site at any time and for any reason, and You are solely responsible for creating backup copies of and replacing any Licensor You post or store on the Site at Your sole cost and expense.
Any use of the Interactive Areas or other portions of the Site in violation of the foregoing violates these Terms and Conditions and may result in, among other things, termination or suspension of Your rights to use the Interactive Areas and/or the Site. In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect Licensor’s systems and customers, or to ensure the integrity and operation of Licensor’s business and systems, Licensor may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e. name, email address, etc.), IP addressing and traffic information, usage history, and posted content. Licensor’s right to disclose any such information shall govern over any terms of Licensor’s Privacy Policy.
With respect to any member or provider directories (“Directories”) included through the Site, Licensor may edit, move, or delete any content in the Directories (including content that You have provided) or terminate all or part of any Directory without notice or liability for any reason at our sole discretion. You acknowledge that Licensor has absolute editorial discretion to determine the structure and content of the Directories and that, because any placement in any Directory is subject to change or deletion at any time, You may not rely on any aspect of a placement’s inclusion in any Directory. You agree to waive any claim related to the inclusion, placement, exclusion, or removal of any placement in any Directory. Licensor is not responsible for any failure to remove or delay in removing harmful, inaccurate, unlawful, or otherwise objectionable content in any Directory originating with or otherwise provided by third parties.
In addition to these terms, if You submit a placement for possible inclusion in any Directory, You expressly agree to comply with the Code of Conduct set forth above.
No Directory shall be used for any of the following purposes: Information from it may not be added to, loaded into or transcribed into any database, information or text retrieval system, bulk mailing list or e-mail list server, any form of merge document, including but not limited to word processors, spreadsheets, databases, contact management systems, auto-dialers, address lists by any means including but not limited to electronic, mechanical or manual. Information from it may not be used for any form of solicitation or promotion regardless of whether or not such solicitation or promotion is for a commercial, charitable, or other non-profit use. Information from it may not be used for any commercial purpose whatsoever.
Additional information about Site and other important matters is contained within the Site itself, and You acknowledge and agree that Your use of the Site, or of any information or features in or on the Site, is informed by and subject not only to these Terms and Conditions but also by the information and explanation available on these pages.
9. Applicable Law and Import/Export.
9.1 These Terms and Conditions will be construed in accordance with the laws of the State of Massachusetts, excluding its conflicts of law principles, and the federal laws of the United States. This Site is controlled and operated by Licensor from its offices within the United States. Licensor makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where any of the Services or contents of this Site are illegal is prohibited. Those who choose to access this Site from other locations do so of their own volition and are responsible for compliance with applicable local laws.
9.2 You may not use, import or export materials on this Site in violation of the import and export laws and regulations of the United States, or any other applicable jurisdiction. Licensor assumes no responsibility or liability for your failure to obtain any necessary export approvals. Without limiting the foregoing, you agree that the Site will not be used, and none of the underlying content, information, software, or technology may be transferred or otherwise exported or re-exported to persons subject to restrictions, destinations subject to embargo, or to prohibited proliferation-related end-users or end-uses, without obtaining any export license or other approval that may be required under United States, and any other applicable jurisdiction’s, laws, regulations and requirements. You hereby certify that none of the content on the Site, nor any information acquired through the use of the Services, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.
9.3 The Site and the Services, its software, content and other materials, will be deemed “commercial computer software” and “commercial computer software documentation” pursuant to DFAR Section 227.7202 and FAR Section 12.212 (and any successor sections). The use of the Site and the Services including, but not limited to, its reproduction and display, by the United States of America and/or any of its instrumentalities, regardless of form, will be governed by these Terms and Conditions.
10. Assumption of Risk
Use of the Internet and this Site is solely at Your own risk and is subject to all applicable local, state, national, and international laws and regulations. While Licensor has endeavored to create a secure and reliable Site, please be advised that the confidentiality of any communication or material transmitted to/from this Site over the Internet cannot be guaranteed. Accordingly, Licensor is not responsible for the security of any information transmitted via the Internet. You assume sole and complete risk for using this Site and must make Your own determination as to these matters.
11. Monitoring.
Licensor reserves the right to view, monitor, and record activity on the Site without notice or permission from You. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity on the Site. Licensor will also comply with all court orders involving requests for such information.
12. Third Party Services; Links to Other Sites
The Site may contain or provide information regarding applications, products and/or services provided or offered by third parties (“third-party services”). Licensor is merely an information provider and , it does not monitor or have control of any such third-party services. Therefore, Licensor makes no guarantee, representation or warranty of any kinds as to the quality, competency, value, reliability, responsiveness, accuracy or completeness of any such third-party services or the results obtained therefrom, and Licensor assumes no responsibility or liability for any third-party services or for the actions or failure to act of those providing such third-party services. You assume full responsibility for Your use of any such third party applications, products and/or services.
Licensor, in its sole discretion, may offer links to other web sites (“third-party sites”) that may offer various products, services, and/or information. Users should be aware that use of these third-party sites may be subject to separate terms and conditions, information collection practices, and other provisions. Licensor cannot ensure that users will be satisfied with any products or services offered and/or purchased from such third-party sites. Licensor does not endorse any of the products or services offered in any third-party sites. Further, Licensor has not taken any steps to confirm the correctness, accuracy, or reliability of any information contained in any third-party sites. Licensor expressly disclaims any responsibility for the privacy policies, information collection practices, the content, the accuracy of the information, and/or quality of products or services provided by or advertised on these third-party sites. Before proceeding with any transaction with any third-party site, whether the transaction is on-line or off-line, it shall be the sole responsibility of the User to conduct whatever investigation such User deems necessary and appropriate.
13. Events Beyond Licensor’s Control
Users expressly absolve and release Licensor from any claim of harm resulting from a cause beyond Licensor’s control including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorism, or governmental restrictions.
14. DISCLAIMERS
WHILE LICENSOR ENDEAVORS TO PROVIDE ACCURATE AND TIMELY INFORMATION, THE INFORMATION AVAILABLE ON THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. MOREOVER, LICENSOR MAY MAKE MODIFICATIONS AND/OR CHANGES IN THIS SITE OR IN THE INFORMATION AVAILABLE ON THIS SITE AT ANY TIME, FOR ANY REASON WITHOUT NOTICE.
YOU, THE USER, ASSUME THE SOLE RISK OF MAKING USE OF, AND/OR RELYING ON, THE INFORMATION AVAILABLE ON OR THROUGH THIS SITE. LICENSOR MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY IN YOUR JURISDICTION, OR ACCURACY OF THE INFORMATION AVAILABLE ON OR THROUGH THIS SITE FOR ANY PURPOSE. SUCH INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
LICENSOR ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS ON THE SITE; ANY FAILURES, DELAYS OR INTERRUPTIONS IN THE SITE’S ACCESSIBILITY; ANY LOSSES OR DAMAGES ARISING FROM THE USE OF THE SITE; ANY CONDUCT BY OTHER USERS OF THE SITE; OR UNAUTHORIZED ACCESS TO OR USE OF THE SITE OR SERVERS. LICENSOR RESERVES THE RIGHT TO DELIVER THE SITE IN LICENSOR’S SOLE DISCRETION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LICENSOR SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS AND CONDITIONS.
YOU EXPRESSLY AGREE THAT ANY RATINGS AND OTHER OPINIONS PROVIDED VIA THIS SITE ARE, AND WILL BE CONSTRUED SOLELY AS, STATEMENTS OF OPINION AND NOT STATEMENTS OF FACT OR RECOMMENDATIONS ANY SUCH RATING OR OPINION WILL BE WEIGHED, IF AT ALL, BY YOU SOLELY AS ONE FACTOR IN ANY DECISION MADE BY YOU.
IN NO EVENT SHALL LICENSOR OR ANY OF LICENSOR’S SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE, ANY DELAY OR INABILITY TO USE THIS SITE, ANY INFORMATION AVAILABLE ON THIS SITE, OR OTHERWISE ARISING OUT OF THE UTILIZATION OF THIS SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN LICENSOR AND YOU. THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, IN WHICH CASE LICENSOR’S LIABILITY SHALL BE LIMITED TO THE GREATER OF US $1000 OR THE TOTAL AMOUNTS, IF ANY, PAID BY YOU TO US FOR THE SERVICES DURING THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
LICENSOR IS COMPLETELY INDEPENDENT OF THE ISSUERS AND BROKERS OF SECURITIES COVERED BY LICENSOR, OR THEIR AFFILIATES AND RECEIVES NO COMPENSATION FROM SUCH ENTITIES.
LICENSOR IS NOT AN INVESTMENT ADVISORY SERVICE, NOR A REGISTERED INVESTMENT ADVISOR OR BROKER-DEALER AND DOES NOT PURPORT TO TELL OR SUGGEST WHICH SECURITIES OR MUTUAL FUNDS CUSTOMERS SHOULD BUY OR SELL FOR THEMSELVES. THE ANALYSTS AND EMPLOYEES OR AFFILIATES OF LICENSOR MAY HOLD POSITIONS IN THE MUTUAL FUNDS OR INDUSTRIES DISCUSSED HERE. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR RISK TOLERANCE MAY VARY FROM OTHERS AND MAY NOT BE APPROPRIATE FOR OUR MODELED PORTFOLIOS OR FUND IDEAS. TRADESAVANT, THE AUTHORS, THE PUBLISHERS, AND ALL AFFILIATES OF THIS COMPANY ASSUME NO RESPONSIBILITY OR LIABILITY FOR YOUR TRADING AND INVESTMENT RESULTS. FACTUAL STATEMENTS ON THIS WEBSITE, OR IN ITS PUBLICATIONS, ARE MADE AS OF THE DATE STATED AND ARE SUBJECT TO CHANGE WITHOUT NOTICE.
IT SHOULD NOT BE ASSUMED THAT THE METHODS, TECHNIQUES, OR INDICATORS PRESENTED IN THESE PRODUCTS WILL BE PROFITABLE OR THAT THEY WILL NOT RESULT IN LOSSES. PAST PERFORMANCE PUBLISHED BY LICENSOR ARE NOT INDICATIVE OF FUTURE RESULTS AND ARE NOT INDICATIVE OF FUTURE RETURNS WHICH WILL BE REALIZED BY YOU. IN ADDITION, THE INDICATORS, STRATEGIES, COLUMNS, ARTICLES AND ALL OTHER FEATURES OF TRADESAVANT PRODUCTS (COLLECTIVELY, THE “INFORMATION”) ARE PROVIDED FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS INVESTMENT ADVICE. EXAMPLES PRESENTED ON THE TRADESAVANT WEBSITE ARE FOR EDUCATIONAL PURPOSES ONLY. SUCH SET-UPS ARE NOT SOLICITATIONS OF ANY ORDER TO BUY OR SELL. ACCORDINGLY, YOU SHOULD NOT RELY SOLELY ON THE INFORMATION IN MAKING ANY INVESTMENT. RATHER, YOU SHOULD USE THE INFORMATION ONLY AS A STARTING POINT FOR DOING ADDITIONAL INDEPENDENT RESEARCH IN ORDER TO ALLOW YOU TO FORM YOUR OWN OPINION REGARDING INVESTMENTS. YOU SHOULD ALWAYS CHECK WITH YOUR LICENSED FINANCIAL ADVISOR AND TAX ADVISOR TO DETERMINE THE SUITABILITY OF ANY INVESTMENT.
LICENSOR COLLECTS PERSONAL INFORMATION ON THIS SITE. TO LEARN MORE ABOUT HOW YOUR PERSONAL INFORMATION IS USED, SEE OUR PRIVACY POLICY.
COMPANY NAMES, PRODUCTS, SERVICES AND BRANDING CITED HEREIN MAY BE TRADEMARKS OR REGISTERED TRADEMARKS OF THEIR RESPECTIVE OWNERS AND THE OWNERS RETAIN ALL LEGAL RIGHTS. THE USE OF TRADEMARKS OR SERVICE MARKS OF ANOTHER IS NOT A REPRESENTATION THAT THE OTHER IS AFFILIATED WITH, SPONSORS, IS SPONSORED BY, ENDORSES, OR IS ENDORSED BY LICENSOR. IN ADDITION TO THE FOREGOING THE INFORMATION CONTAINED IN THE PAGE ON THIS SITE ENTITLED DISCLAIMER IS INCORPORATED HEREIN.
15. Indemnity
You agree that You are responsible for Your behavior in connection with the Site. Licensor shall not be liable for claims made against You or Licensor arising out of Your use of the Site, and You agree to defend, indemnify, and hold harmless Licensor and its affiliates and all of their employees, agents, directors, officers, proprietors, partners, representatives, shareholders, servants, attorneys, predecessors, successors, and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses), relating to or arising from Your use of the Site or any breach by You of these Terms and Conditions. Licensor reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You and You shall not in any event settle any matter without the written consent of Licensor. You agree to cooperate as fully as reasonably required in Licensor’s defense of any claim.
16. Submissions
Licensor welcomes Your feedback and suggestions about how to improve our products and services and this Site. Any ideas, suggestions, information, know-how, material, or any other content (collectively, “content”) received through this Site, however, will be deemed to include a royalty-free, perpetual, irrevocable, nonexclusive right and license for Licensor to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, display, (in whole or part) worldwide, or act on such content without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and User hereby waives any claim to the contrary. Licensor takes no responsibility for such content received through this Site, nor does Licensor have any obligation to monitor such content. Licensor shall have the right, but not the obligation, to monitor any such content to determine compliance with these Terms and Conditions and to satisfy any law, regulation or authorized government request.
17. Right to Block Content
Licensor does not and cannot review all content submitted by users to the Site, and Licensor therefore does not make any representation or warranty with respect to it and Licensor does not endorse any specific products or services which may be included in any such content. However, Licensor reserves the right to block or remove content or communications that Licensor determines, in its discretion, to be in violation of these Terms and Conditions. As explained above, under Disclaimers, the Site is offered “as is,” and You use it at Your own risk. Without limitation, this means that, despite the requirements of these Terms and Conditions, Site users may post content that violates them. Licensor assumes no responsibility or liability for such content. If You have submitted objectionable content, Licensor may, in its sole discretion, terminate Your account, take legal action against You and/or, if applicable, notify the appropriate authorities or parties, all without prior notice or liability to You.
18. Digital Millennium Copyright Act
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Licensor reserves the right to remove any material on the Site which allegedly infringes another person’s copyright. If You believe in good faith that materials hosted by Licensor infringe Your copyright, You (or Your agent) may send us a notice requesting that the materials be removed, or access to them blocked.
Such notice must meet statutory requirements imposed by the DMCA and must be in writing and include the following information in writing:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that You claim has been infringed. Please describe the work and, where possible, include a copy or the location (e.g., URL) of an authorized version of Your work;
A description of the material that You claim to be infringing, as well as its location on the Site;
Your name, address, telephone number, and email address;
A statement by You that You have a good faith belief that the disputed use of the materials is not authorized by the copyright owner, its agent, or the law; and
A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf.If You believe in good faith that a notice of copyright infringement has been wrongly filed against You, the DMCA permits You to send us a counter-notice.
Notices and counter-notices for the Site should be sent to: notices@tradesavant.com.
We suggest that You consult Your legal advisor before filing a notice or counter-notice. Also, be aware that there can be substantial penalties for false claims.
19. Arbitration.
Any dispute arising out of or relating to these Terms and Conditions or the Site will be finally settled by arbitration. The arbitration will be conducted in accordance with the commercial arbitration rules (the “Rules”) of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual basis and will not be consolidated in any arbitration with any claim or controversy of any other party. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. All arbitration proceedings will be conducted in metropolitan Boston, Massachusetts and in English by a single arbitrator selected under the Rules who must be a lawyer admitted to practice law in Massachusetts and fluent in English. The arbitrator has no authority to award damages in excess of those permitted in these Terms and Conditions for any reason. Any award in excess of such limitation will be deemed void as between the parties. Either you or Licensor may seek any interim or preliminary relief from a court of competent jurisdiction necessary to protect the rights or the property of you or Licensor (or its affiliates, agents, suppliers, and subcontractors), pending the completion of arbitration. The decision of the arbitrator shall be binding upon the parties hereto, and the expense of the arbitration (including without limitation the award of attorneys’ fees to the prevailing party) shall be paid as the arbitrator determines. The decision of the arbitrator may be entered by any court of competent jurisdiction. You agree to submit to the jurisdiction of the state and federal courts in Massachusetts for the purposes of any judicial proceedings to obtain interim relief and in aid of the arbitration or judicial proceedings to confirm or enforce the award.
20. Waiver
Failure to insist on strict performance of any of these Terms and Conditions will not operate as a waiver of any subsequent default or failure of performance. No waiver by Licensor of any right under these Terms and Conditions will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
21. Severability
If any part of these Terms and Conditions is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of these Terms and Conditions shall continue in effect.
22. Relationship
No joint venture, partnership, employment, or agency relationship exists between a User and Licensor as a result of these Terms and Conditions or User’s utilization of this Site.
23. Termination and Modification
Notwithstanding the foregoing, Licensor may immediately terminate or suspend your use of the Services provided hereunder, or terminate your account if you (i) fail to pay any applicable fees when due, or (ii) breach or otherwise fail to comply with these Terms and Conditions and any Other Agreement and fail to remedy this breach within thirty (30) days of being so notified or (iii) in the event Licensor reasonably believes your use of or the continued provision of the Services is likely to violate applicable law or result in harm to the systems or networks used to provide the Services. Licensor may terminate any free account or Services at any time in its sole discretion without liability to you. You will continue to be charged for the fee-based Services during any period of suspension. Termination will not relieve you from the obligation to pay fees that remain unpaid and will not limit either party from pursuing other available remedies. In addition, Licensor reserves the right in its sole discretion to terminate or modify any Site feature or offering, without notice, for any or no reason, and without notice, obligation or liability to You or any other person.
24. Anti-Hacking
You may not, nor may You allow others to, directly or indirectly, attempt to or actually disrupt, impair or interfere with, alter or modify the Site or any content. You may not, nor may You allow others to, directly or indirectly, collect or attempt to collect any information about others.
25. Entire Agreement/Reservation of Rights
With the exception of any Other Agreements, these Terms and Conditions, together with the Licensor’s Privacy Policy, which is hereby incorporated as if set forth fully herein, represent the entire agreement between the User and Licensor with respect to use of and access to the Services available on or through this Site, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between the User and Licensor with respect to this Site and the Services. Any rights not expressly granted herein are reserved.
Terms and Conditions of Use
1. General Terms.
1.1 Access to Services and Use. These Terms and Conditions of Use (these “Terms and Conditions”) contain the terms, covenants, conditions and provisions upon which You (the “User”) may access and use Licensor’s Internet site (the “Site“) or any of the subscription service offerings or other services offered on the Site, including TradeSavant tm software and content, and any online or off-line Licensor or third party components, data, lists, reports, dashboards, templates or services (collectively, the “Services“). If You do not agree to these Terms and Conditions, You agree not to use or access the Services or the Site. If You are agreeing to these Terms and Conditions on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to these Terms and Conditions.
1.2 Licensor. The term “Licensor” as used herein is TradeSavant, a division of JavaChief, Inc., a Delaware corporation (“TS”), from which You are obtaining the Services, either directly or indirectly through a reseller. If You are purchasing or otherwise obtaining access to the Services from a third party such as a reseller or sublicensor, the term “Licensor” includes the entity identified as the authorized party from which You are obtaining the Services, either directly or indirectly through a reseller, and TS’s alliance partners.
1.3 Acceptance and Modification. Your registration for, or use of, the Site or the Services shall be deemed to be Your acceptance of these Terms and Conditions. Your continued use of the Site constitutes Your binding acceptance of these Terms and Conditions, including any modifications that Licensor makes. You are responsible for regularly reviewing these Terms and Conditions. By visiting the Site, You, the User, indicate that You understand these Terms and Conditions and intend them to be the legal equivalent of a signed, written contract and equally binding, and that You accept such Terms and Conditions and agree to be legally bound by them without any limitation or qualification. If You do not agree to these Terms and Conditions, please discontinue Your use of the Site. Please note that TS reserves the right to change the Terms and Conditions under which this Site and its offerings are extended to You. Any such change shall be effective upon notice, which may be given by TS’s posting such change on the Site, by e-mail, or any other reasonable way. If a change is notified by a posting on the Site, it shall be deemed to take effect when posted; if a change is notified by e-mail, it shall be deemed to take effect when the e-mail is sent; and if a modification is notified in any other way, it shall be deemed to take effect when the relevant notice is sent or issued by or on behalf of TS. Your continued use of the Site following notice of such modifications will be conclusively deemed acceptance of any changes to these Terms and Conditions. You agree that notice of changes to these Terms and Conditions by posting on the Site, delivery by email, or provided in any other reasonable way constitutes reasonable and sufficient notice. You agree to be bound by any affirmance, assent or agreement You transmit through the Site. You agree that, when in the future You visit the Site, Your agreement or consent to these Terms and Conditions will be legally binding and enforceable and the legal equivalent of Your handwritten signature.
1.4 Additional Terms. Some of the Services may be subject to additional terms and conditions, including use restrictions which may be posted on the Site or contained in ordering, subscription agreement or other documents which may be in electronic form (referred to herein as an “Other Agreement“) that describe order-specific information, such as Services names, billing information, prices, payment requirements, quantities, user identification and access and license period term. Your use of the Services is subject to those conditions, which are incorporated into these Terms and Conditions by reference. In the event of an inconsistency or conflict between these Terms and Conditions and any Other Agreement, the Other Agreement will govern with respect to the applicable term or condition. You acknowledge that you have read and understand the page on the Site entitled DISCLAIMER.
1.5 Service Communications. You understand and agree that the Services may include communications such as service announcements and administrative messages from Licensor or Licensor’s partners. You will not be able to opt out of receiving these service announcements and administrative messages while using the Site and Services until You send Licensor a specific written notice pursuant to these Terms and Conditions requesting the termination of Your subscription and that Your details be eliminated from any mailing list. You also understand that Licensor’s Services may include advertisements.
2. License Grants; Content.
2.1 Grant of License by Licensor. Licensor hereby grants You a non-exclusive, non-transferable right to use the Site and Services for the term for which You have paid the applicable subscription fees (“License Term“), subject to these Terms and Conditions and the Other Agreements, if any. If any subscription based Services are licensed on a Named User basis (as defined below), rights of any user licensed to utilize the Services cannot be shared or used by more than one individual. In addition, a Named User may not be transferred from one individual to another unless the original user no longer requires, and is no longer permitted, access to the Services. Licensor is entitled to adjust the Site and the scope of the Services and the underlying technical infrastructure to reflect the continuing development of the Site, the Services and technical advances.
2.2. Usage Rights. Subject to the terms of these Terms and Conditions, Licensor grants to You the nontransferable and nonexclusive right to permit individuals authorized by You (each a “Named User“) to remotely access and use the Services solely to the extent necessary to enter access, use and manage the Services and Your Content for Your own internal business purposes as permitted herein. As used herein, “You” and “Your” shall include all Named Users authorized under Your account. You shall not be entitled to license, sell, lease, rent, outsource or otherwise make available the Services to third parties, other than Named Users for which You have subscribed. You shall be responsible for the acts and omissions of all such Named Users as if they were Your acts and omissions. You shall not translate, decompile, reverse-engineer or otherwise modify any parts of the Services. You shall not, and shall ensure that Named Users do not: (i) circumvent the user authentication or security of the Site or Services or any host, network, or account related thereto; (ii) use any application programming interface to access the Services other than those made available by Licensor; (iii) mirror the Site on any server; (iv) make any use of the Services that violates any applicable local, state, national, federal, international or foreign law; or (v) fail to use commercially reasonable efforts to prevent the unauthorized license, sale, transfer, lease, transmission, distribution or other disclosure, or, except for licenses provided to Named Users as permitted in these Terms and Conditions, allow any third party to use any user identification(s), code(s), password(s), procedure(s) and user keys issued to, or selected by, You for entry into the Services. Notwithstanding the foregoing and except as otherwise expressly permitted herein, You may not modify, copy, distribute, broadcast, transmit, reproduce, publish, license, transfer, sell, scrape, mirror, frame, or otherwise use any information or material obtained from or through this Site. You further warrant that You will not use this Site for any purpose that is unlawful, prohibited by any applicable regulation or is otherwise inconsistent with these Terms and Conditions. You further warrant that You will not attempt or actually systematically extract data contained in this Site to populate databases for internal or external use.
2.3 Use of Site Content. The Site includes a combination of content that is created or otherwise sourced by Licensor, and/or Licensor’s users, including You. You may use the content on the Site only in connection with Your licensed use of the Services. Except for the foregoing, You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works of, distribute, reverse engineer, publicly display, or in any way exploit any of the software, materials or content on the Site in whole or in part. You may be exposed to content that You find offensive, objectionable or inaccurate, and You bear all risks associated with using that content. Licensor has the right, but not the obligation to remove any content in Licensor’s sole discretion. In no event shall You use the TS Products for illegal purposes or to violate any federal, state or local statute, law or regulation. You shall be solely responsible for obtaining any and all necessary licenses, certificates, permits, approvals or other authorizations required by federal, state or local statute, regulation or other law pertaining to Your use of the Services.
2.4 User Content. You are solely responsible for all materials, whether publicly posted or privately transmitted, that You upload, post, e-mail, transmit, or otherwise make available on the Site or through the Services, including Contributed Data, defined below (collectively, “Your Content”). You have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content. You warrant that You own or have sufficient legal right to the intellectual property rights in Your Content and that Your Content, including any use thereof by Licensor as described herein, does not violate applicable law or the rights of any third party. In consideration of use and access pursuant to these Terms and Conditions and in exchange for Your access to Aggregate Data (as defined below), You may from time to time contribute data regarding your trading activities and outcomes (“Contributed Data”) which may be included in Aggregate Data. “Aggregate Data” means those portions of the Services which are aggregated public and private databases filtered by TS so that the sources of Contributed Data and personally identifiable data contained in such databases cannot be derived. Aggregate Data includes data contributed by users, including Contributed Data. You retain any of its ownership rights in the Contributed Data and shall have the right to download, backup, store, manipulate and reuse Your Contributed Data.
2.5 User License of Content. For the limited purposes of (i) displaying Your Content on the Site and other related Internet sites for Your users, (ii) processing Your Content in connection with providing the Services, (iii) distributing Your Content, either electronically or via other media, to Your Named Users seeking to download or otherwise acquire it, and/or (iv) storing or hosting Your Content in a remote database or on the Site for access by Your Named Users, you hereby grant Licensor, Licensor’s affiliates, and Licensor’s alliance partners a worldwide, royalty-free, nonexclusive, sublicensable right to use, reproduce, distribute, transfer, transmit, distribute, and publish Your Content and subsequent versions of Your Content and to make and/or have made, and to practice any method embodying Your Content. In addition, You grant Licensor a worldwide, royalty-free, nonexclusive, sublicensable right to use, the Contributed Data in connection with the Services (including Services provided to other users), including the right to download and store the Contributed Data and manipulate and aggregate the Contributed Data into Aggregate Data, to the extent that the sources of the Contributed Data and specific building identifiable data contained in the Contributed Data cannot be derived. These licenses will apply to the distribution and the storage of Your Content in any form, medium, or technology now known or later developed. These licenses are subject to these Terms and Conditions and any Other Agreement
3. Intellectual Property Rights.
3.1 All material contained on this Site, unless otherwise indicated, is protected by law including, but not limited to, United States copyright and trademark law, as well as other state, national, and international laws and regulations. Licensor and its licensors owns all right, title and interest in any and all patent rights, copyrights, trademark rights and other rights in the Services, as well as any improvements, design contributions or derivative works conceived or created in the Services. Except for the limited rights expressly granted herein, these Terms and Conditions do not transfer from Licensor or any of its licensors any right or interest in the Services. All rights not expressly granted to You in these Terms and Conditions are reserved by Licensor and its licensors. You shall not remove notices and notations on or in the Services or Licensor content that refer to copyrights, trademark rights, patent rights and other intellectual property rights.
3.2 TS owns a copyright in the Site as a collective work and/or compilation, and in the selection, coordination, arrangement, and enhancement of the Site’s content.
©TradeSavant LLC., All Rights Reserved.
TS, the TS logo, TradeSavant tm and all other trademarks, names, logos, and icons identifying TS or TS’s products and services are proprietary marks of TS and are registered and/or common law trademarks of TS, and may not be copied, imitated or used, in whole or in part, without the prior written permission of TS. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of TS and may not be copied, imitated or used, in whole or in part, without the prior written permission of TS. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by TS. Some content may come from government sources, is in the public domain, and is not copyrightable.
3.3 Other than the rights granted under these Terms and Conditions, You shall not be granted a separate license to any software products or content utilized by Licensor for the provision of the Services. In particular, such software products or content (i) shall not be installed on any computer, server or other device of Yours and (ii) You have no claim to being provided with such software products or content in physical form. You may make copies of the software products only as a temporary copy resident in Your computer’s working memory as necessary to utilize the Services and only during the period of permitted use.
3.4. Third-Party Sites, Products, and Services. Licensor is only responsible or liable for the content posted on the Site to the extent created by Licensor or otherwise as required by applicable law. The Site may contain links to external Web sites and information provided on such external websites by Licensor partners and third-party service providers. Licensor shall not be responsible for the contents of any linked Web site, or any changes or updates to such sites. You further agree that Licensor shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any content, goods or services available on or through any such linked Web site. Any article, information, data, code, text, software, documentation, graphics, image, marketing material, video, photograph, message, or posting to any forum, wiki, or blog on the Site, whether publicly posted or privately transmitted, is the sole responsibility of the person or entity providing the content.
4. Privacy Policy
Any information that You submit to Licensor or that Licensor collects through the Site is subject to our Privacy Policy, the terms of which are incorporated into these Terms and Conditions. Please see Licensor’s Privacy Policy for a summary of Licensor’s practices regarding the collection and use of personal information. Acceptance of these Terms and Conditions constitutes consent to Licensor’s collection and use of personal information as outlined therein.
5. Your Registration Information
You agree to (a) provide true, accurate, current and complete information about You as may be prompted by any registration forms on the Site (“Registration Data“); (b) maintain the security of Your password; (c) maintain and promptly update the Registration Data, and any other information You provide to Licensor, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information You provide to the Licensor. You also agree not to impersonate any person or entity, misrepresent any affiliation with another person, entity or association, or conceal Your identity from the Licensor for any purpose.
6. Fees.
If fees are charged by Licensor for the Service, You agree to pay the fees on the terms stated in the Other Agreement. You agree to pay all applicable taxes relating to the Services. Any amount payable by You to Licensor which is past due will be subject to a late payment charge equal to one percent (1%) per month, or the highest rate permitted by law, whichever is less.
7. Code of Conduct.
You agree not to do any of the following:
1. Restrict or inhibit any other user from using and enjoying the Site. This includes, without limitation: (a) using, or attempting to use, any account without the owner’s permission, (b) obtaining or soliciting another person’s password or other personal information under false pretenses, or (c) impersonating another user or otherwise misrepresenting Yourself to Licensor, our affiliates, the Site’s systems, or other entities.
2. Interfere (or attempt to interfere) with the operation of the Site. This includes, without limitation: (a) interfering with, defeating, or circumventing any security function of the Site, or attempting to do so, or (b) accessing, or attempting to access, any portion of the Site that You are not authorized to access. Unauthorized access (or attempts) may subject You to civil and/or criminal penalties.
3. Post, upload to, transmit, distribute, store, create or otherwise publish any knowingly inaccurate or misleading personal or financial information, reviews, recommendations, claims or content.
4. Post, upload to, transmit, distribute, store, create or otherwise publish any unlawful, threatening, defamatory, obscene, inflammatory, pornographic, profane, or otherwise objectionable (as determined by Licensor) information or material.
5. Post, upload to, transmit, distribute, store, create or otherwise publish any information or material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ.
6. Use the Site to Post, upload to, transmit, distribute, store, create or otherwise publish any information or software that contains a virus, worm, Trojan horse, or other harmful or disruptive component.
7. Post, upload to, transmit, distribute, store, create or otherwise publish any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with You. You are solely responsible for determining whether any material You post, upload to, transmit, distribute, store, create or otherwise publish is subject to a third party’s rights You shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission.
8. Use the Site for any unlawful purpose.
9. Modify, adapt, sublicense, translate, resell, retransmit, reverse engineer, decompile or disassemble any portion of the Site.
10. Impersonate any person or entity, or misrepresent any affiliation with another person, entity or association.
11. Post, upload to, transmit, distribute, store, create or otherwise publish any advertising, promotion, or solicitation of goods or services for commercial purposes except in any areas of the Site specifically designated for such purpose (and subject to applicable Site rules).
12. Misuse any e-mail function available on or through the Site. This includes, without limitation, (a) sending unsolicited commercial e-mail to any account that causes complaints from the recipients, (b) continuing to send commercial e-mail to a recipient if recipient has requested that You discontinue such communication, (c) sending bulk e-mails, “spam,” chain letters, “mail bombs,” or other disruptive transmissions, or (d) forging message headers or otherwise concealing an e-mail address or preventing others from responding to a message, or attempting to do so.
8. Use of Chat Rooms and Other Interactive Areas.
The Site may contain discussion forums, bulletin boards, public or private groups, Directories (defined below), review services or other forums in which You or third parties may post reviews of, make recommendations for or give ratings of content, events, products, services or third party providers, or post other content, messages, materials or other items on the Site (“Interactive Areas“). If Licensor provides such Interactive Areas, You are solely responsible for Your use of such Interactive Areas and use them at Your own risk. By using any Interactive Areas, You expressly agree to comply with the Code of Conduct set forth above with respect to Your use of the Interactive Areas. You acknowledge and agree that Licensor may set up any such forum to be accessible by all Site users or by certain Site users elected at the sole discretion of Licensor or any designee chosen by Licensor. Eligibility for access or membership in any given forum (or any continued access and membership) shall be determined by Licensor or its designee in its sole discretion, and You may not be given access to certain forums.
No review, recommendation or rating on the Site or in any Interactive Area shall be deemed to be an endorsement by Licensor of any the particular matter subject of the review, recommendation or, if such matter is a third party provider, a guarantee of such provider’s quality, competency, qualifications, experience, resources, character, honesty, integrity, responsiveness or other personal and professional characteristics.
Licensor takes no responsibility and assumes no liability for any content posted, stored or uploaded by You or any third party, or for any loss or damage thereto, nor is Licensor liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity You may encounter. As a provider of interactive services, Licensor is not liable for any statements, representations or content provided by its Users in any public forum, personal home page or other Interactive Area. Although Licensor has no obligation to screen, edit or monitor any of the content posted to or distributed through any Interactive Area, Licensor reserves the right, and has absolute discretion, to remove, screen or edit without notice any content posted or stored on the Site at any time and for any reason, and You are solely responsible for creating backup copies of and replacing any Licensor You post or store on the Site at Your sole cost and expense.
Any use of the Interactive Areas or other portions of the Site in violation of the foregoing violates these Terms and Conditions and may result in, among other things, termination or suspension of Your rights to use the Interactive Areas and/or the Site. In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect Licensor’s systems and customers, or to ensure the integrity and operation of Licensor’s business and systems, Licensor may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e. name, email address, etc.), IP addressing and traffic information, usage history, and posted content. Licensor’s right to disclose any such information shall govern over any terms of Licensor’s Privacy Policy.
With respect to any member or provider directories (“Directories”) included through the Site, Licensor may edit, move, or delete any content in the Directories (including content that You have provided) or terminate all or part of any Directory without notice or liability for any reason at our sole discretion. You acknowledge that Licensor has absolute editorial discretion to determine the structure and content of the Directories and that, because any placement in any Directory is subject to change or deletion at any time, You may not rely on any aspect of a placement’s inclusion in any Directory. You agree to waive any claim related to the inclusion, placement, exclusion, or removal of any placement in any Directory. Licensor is not responsible for any failure to remove or delay in removing harmful, inaccurate, unlawful, or otherwise objectionable content in any Directory originating with or otherwise provided by third parties.
In addition to these terms, if You submit a placement for possible inclusion in any Directory, You expressly agree to comply with the Code of Conduct set forth above.
No Directory shall be used for any of the following purposes: Information from it may not be added to, loaded into or transcribed into any database, information or text retrieval system, bulk mailing list or e-mail list server, any form of merge document, including but not limited to word processors, spreadsheets, databases, contact management systems, auto-dialers, address lists by any means including but not limited to electronic, mechanical or manual. Information from it may not be used for any form of solicitation or promotion regardless of whether or not such solicitation or promotion is for a commercial, charitable, or other non-profit use. Information from it may not be used for any commercial purpose whatsoever.
Additional information about Site and other important matters is contained within the Site itself, and You acknowledge and agree that Your use of the Site, or of any information or features in or on the Site, is informed by and subject not only to these Terms and Conditions but also by the information and explanation available on these pages.
9. Applicable Law and Import/Export.
9.1 These Terms and Conditions will be construed in accordance with the laws of the State of Massachusetts, excluding its conflicts of law principles, and the federal laws of the United States. This Site is controlled and operated by Licensor from its offices within the United States. Licensor makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where any of the Services or contents of this Site are illegal is prohibited. Those who choose to access this Site from other locations do so of their own volition and are responsible for compliance with applicable local laws.
9.2 You may not use, import or export materials on this Site in violation of the import and export laws and regulations of the United States, or any other applicable jurisdiction. Licensor assumes no responsibility or liability for your failure to obtain any necessary export approvals. Without limiting the foregoing, you agree that the Site will not be used, and none of the underlying content, information, software, or technology may be transferred or otherwise exported or re-exported to persons subject to restrictions, destinations subject to embargo, or to prohibited proliferation-related end-users or end-uses, without obtaining any export license or other approval that may be required under United States, and any other applicable jurisdiction’s, laws, regulations and requirements. You hereby certify that none of the content on the Site, nor any information acquired through the use of the Services, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.
9.3 The Site and the Services, its software, content and other materials, will be deemed “commercial computer software” and “commercial computer software documentation” pursuant to DFAR Section 227.7202 and FAR Section 12.212 (and any successor sections). The use of the Site and the Services including, but not limited to, its reproduction and display, by the United States of America and/or any of its instrumentalities, regardless of form, will be governed by these Terms and Conditions.
10. Assumption of Risk
Use of the Internet and this Site is solely at Your own risk and is subject to all applicable local, state, national, and international laws and regulations. While Licensor has endeavored to create a secure and reliable Site, please be advised that the confidentiality of any communication or material transmitted to/from this Site over the Internet cannot be guaranteed. Accordingly, Licensor is not responsible for the security of any information transmitted via the Internet. You assume sole and complete risk for using this Site and must make Your own determination as to these matters.
11. Monitoring.
Licensor reserves the right to view, monitor, and record activity on the Site without notice or permission from You. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity on the Site. Licensor will also comply with all court orders involving requests for such information.
12. Third Party Services; Links to Other Sites
The Site may contain or provide information regarding applications, products and/or services provided or offered by third parties (“third-party services”). Licensor is merely an information provider and , it does not monitor or have control of any such third-party services. Therefore, Licensor makes no guarantee, representation or warranty of any kinds as to the quality, competency, value, reliability, responsiveness, accuracy or completeness of any such third-party services or the results obtained therefrom, and Licensor assumes no responsibility or liability for any third-party services or for the actions or failure to act of those providing such third-party services. You assume full responsibility for Your use of any such third party applications, products and/or services.
Licensor, in its sole discretion, may offer links to other web sites (“third-party sites”) that may offer various products, services, and/or information. Users should be aware that use of these third-party sites may be subject to separate terms and conditions, information collection practices, and other provisions. Licensor cannot ensure that users will be satisfied with any products or services offered and/or purchased from such third-party sites. Licensor does not endorse any of the products or services offered in any third-party sites. Further, Licensor has not taken any steps to confirm the correctness, accuracy, or reliability of any information contained in any third-party sites. Licensor expressly disclaims any responsibility for the privacy policies, information collection practices, the content, the accuracy of the information, and/or quality of products or services provided by or advertised on these third-party sites. Before proceeding with any transaction with any third-party site, whether the transaction is on-line or off-line, it shall be the sole responsibility of the User to conduct whatever investigation such User deems necessary and appropriate.
13. Events Beyond Licensor’s Control
Users expressly absolve and release Licensor from any claim of harm resulting from a cause beyond Licensor’s control including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorism, or governmental restrictions.
14. DISCLAIMERS
WHILE LICENSOR ENDEAVORS TO PROVIDE ACCURATE AND TIMELY INFORMATION, THE INFORMATION AVAILABLE ON THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. MOREOVER, LICENSOR MAY MAKE MODIFICATIONS AND/OR CHANGES IN THIS SITE OR IN THE INFORMATION AVAILABLE ON THIS SITE AT ANY TIME, FOR ANY REASON WITHOUT NOTICE.
YOU, THE USER, ASSUME THE SOLE RISK OF MAKING USE OF, AND/OR RELYING ON, THE INFORMATION AVAILABLE ON OR THROUGH THIS SITE. LICENSOR MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY IN YOUR JURISDICTION, OR ACCURACY OF THE INFORMATION AVAILABLE ON OR THROUGH THIS SITE FOR ANY PURPOSE. SUCH INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
LICENSOR ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS ON THE SITE; ANY FAILURES, DELAYS OR INTERRUPTIONS IN THE SITE’S ACCESSIBILITY; ANY LOSSES OR DAMAGES ARISING FROM THE USE OF THE SITE; ANY CONDUCT BY OTHER USERS OF THE SITE; OR UNAUTHORIZED ACCESS TO OR USE OF THE SITE OR SERVERS. LICENSOR RESERVES THE RIGHT TO DELIVER THE SITE IN LICENSOR’S SOLE DISCRETION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LICENSOR SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS AND CONDITIONS.
YOU EXPRESSLY AGREE THAT ANY RATINGS AND OTHER OPINIONS PROVIDED VIA THIS SITE ARE, AND WILL BE CONSTRUED SOLELY AS, STATEMENTS OF OPINION AND NOT STATEMENTS OF FACT OR RECOMMENDATIONS ANY SUCH RATING OR OPINION WILL BE WEIGHED, IF AT ALL, BY YOU SOLELY AS ONE FACTOR IN ANY DECISION MADE BY YOU.
IN NO EVENT SHALL LICENSOR OR ANY OF LICENSOR’S SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE, ANY DELAY OR INABILITY TO USE THIS SITE, ANY INFORMATION AVAILABLE ON THIS SITE, OR OTHERWISE ARISING OUT OF THE UTILIZATION OF THIS SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN LICENSOR AND YOU. THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, IN WHICH CASE LICENSOR’S LIABILITY SHALL BE LIMITED TO THE GREATER OF US $1000 OR THE TOTAL AMOUNTS, IF ANY, PAID BY YOU TO US FOR THE SERVICES DURING THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
LICENSOR IS COMPLETELY INDEPENDENT OF THE ISSUERS AND BROKERS OF SECURITIES COVERED BY LICENSOR, OR THEIR AFFILIATES AND RECEIVES NO COMPENSATION FROM SUCH ENTITIES.
LICENSOR IS NOT AN INVESTMENT ADVISORY SERVICE, NOR A REGISTERED INVESTMENT ADVISOR OR BROKER-DEALER AND DOES NOT PURPORT TO TELL OR SUGGEST WHICH SECURITIES OR MUTUAL FUNDS CUSTOMERS SHOULD BUY OR SELL FOR THEMSELVES. THE ANALYSTS AND EMPLOYEES OR AFFILIATES OF LICENSOR MAY HOLD POSITIONS IN THE MUTUAL FUNDS OR INDUSTRIES DISCUSSED HERE. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR RISK TOLERANCE MAY VARY FROM OTHERS AND MAY NOT BE APPROPRIATE FOR OUR MODELED PORTFOLIOS OR FUND IDEAS. TRADESAVANT, THE AUTHORS, THE PUBLISHERS, AND ALL AFFILIATES OF THIS COMPANY ASSUME NO RESPONSIBILITY OR LIABILITY FOR YOUR TRADING AND INVESTMENT RESULTS. FACTUAL STATEMENTS ON THIS WEBSITE, OR IN ITS PUBLICATIONS, ARE MADE AS OF THE DATE STATED AND ARE SUBJECT TO CHANGE WITHOUT NOTICE.
IT SHOULD NOT BE ASSUMED THAT THE METHODS, TECHNIQUES, OR INDICATORS PRESENTED IN THESE PRODUCTS WILL BE PROFITABLE OR THAT THEY WILL NOT RESULT IN LOSSES. PAST PERFORMANCE PUBLISHED BY LICENSOR ARE NOT INDICATIVE OF FUTURE RESULTS AND ARE NOT INDICATIVE OF FUTURE RETURNS WHICH WILL BE REALIZED BY YOU. IN ADDITION, THE INDICATORS, STRATEGIES, COLUMNS, ARTICLES AND ALL OTHER FEATURES OF TRADESAVANT PRODUCTS (COLLECTIVELY, THE “INFORMATION”) ARE PROVIDED FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS INVESTMENT ADVICE. EXAMPLES PRESENTED ON THE TRADESAVANT WEBSITE ARE FOR EDUCATIONAL PURPOSES ONLY. SUCH SET-UPS ARE NOT SOLICITATIONS OF ANY ORDER TO BUY OR SELL. ACCORDINGLY, YOU SHOULD NOT RELY SOLELY ON THE INFORMATION IN MAKING ANY INVESTMENT. RATHER, YOU SHOULD USE THE INFORMATION ONLY AS A STARTING POINT FOR DOING ADDITIONAL INDEPENDENT RESEARCH IN ORDER TO ALLOW YOU TO FORM YOUR OWN OPINION REGARDING INVESTMENTS. YOU SHOULD ALWAYS CHECK WITH YOUR LICENSED FINANCIAL ADVISOR AND TAX ADVISOR TO DETERMINE THE SUITABILITY OF ANY INVESTMENT.
LICENSOR COLLECTS PERSONAL INFORMATION ON THIS SITE. TO LEARN MORE ABOUT HOW YOUR PERSONAL INFORMATION IS USED, SEE OUR PRIVACY POLICY.
COMPANY NAMES, PRODUCTS, SERVICES AND BRANDING CITED HEREIN MAY BE TRADEMARKS OR REGISTERED TRADEMARKS OF THEIR RESPECTIVE OWNERS AND THE OWNERS RETAIN ALL LEGAL RIGHTS. THE USE OF TRADEMARKS OR SERVICE MARKS OF ANOTHER IS NOT A REPRESENTATION THAT THE OTHER IS AFFILIATED WITH, SPONSORS, IS SPONSORED BY, ENDORSES, OR IS ENDORSED BY LICENSOR. IN ADDITION TO THE FOREGOING THE INFORMATION CONTAINED IN THE PAGE ON THIS SITE ENTITLED DISCLAIMER IS INCORPORATED HEREIN.
15. Indemnity
You agree that You are responsible for Your behavior in connection with the Site. Licensor shall not be liable for claims made against You or Licensor arising out of Your use of the Site, and You agree to defend, indemnify, and hold harmless Licensor and its affiliates and all of their employees, agents, directors, officers, proprietors, partners, representatives, shareholders, servants, attorneys, predecessors, successors, and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses), relating to or arising from Your use of the Site or any breach by You of these Terms and Conditions. Licensor reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You and You shall not in any event settle any matter without the written consent of Licensor. You agree to cooperate as fully as reasonably required in Licensor’s defense of any claim.
16. Submissions
Licensor welcomes Your feedback and suggestions about how to improve our products and services and this Site. Any ideas, suggestions, information, know-how, material, or any other content (collectively, “content”) received through this Site, however, will be deemed to include a royalty-free, perpetual, irrevocable, nonexclusive right and license for Licensor to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, display, (in whole or part) worldwide, or act on such content without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and User hereby waives any claim to the contrary. Licensor takes no responsibility for such content received through this Site, nor does Licensor have any obligation to monitor such content. Licensor shall have the right, but not the obligation, to monitor any such content to determine compliance with these Terms and Conditions and to satisfy any law, regulation or authorized government request.
17. Right to Block Content
Licensor does not and cannot review all content submitted by users to the Site, and Licensor therefore does not make any representation or warranty with respect to it and Licensor does not endorse any specific products or services which may be included in any such content. However, Licensor reserves the right to block or remove content or communications that Licensor determines, in its discretion, to be in violation of these Terms and Conditions. As explained above, under Disclaimers, the Site is offered “as is,” and You use it at Your own risk. Without limitation, this means that, despite the requirements of these Terms and Conditions, Site users may post content that violates them. Licensor assumes no responsibility or liability for such content. If You have submitted objectionable content, Licensor may, in its sole discretion, terminate Your account, take legal action against You and/or, if applicable, notify the appropriate authorities or parties, all without prior notice or liability to You.
18. Digital Millennium Copyright Act
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Licensor reserves the right to remove any material on the Site which allegedly infringes another person’s copyright. If You believe in good faith that materials hosted by Licensor infringe Your copyright, You (or Your agent) may send us a notice requesting that the materials be removed, or access to them blocked.
Such notice must meet statutory requirements imposed by the DMCA and must be in writing and include the following information in writing:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that You claim has been infringed. Please describe the work and, where possible, include a copy or the location (e.g., URL) of an authorized version of Your work;
A description of the material that You claim to be infringing, as well as its location on the Site;
Notices and counter-notices for the Site should be sent to: notices@tradesavant.com.
We suggest that You consult Your legal advisor before filing a notice or counter-notice. Also, be aware that there can be substantial penalties for false claims.
19. Arbitration.
Any dispute arising out of or relating to these Terms and Conditions or the Site will be finally settled by arbitration. The arbitration will be conducted in accordance with the commercial arbitration rules (the “Rules”) of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual basis and will not be consolidated in any arbitration with any claim or controversy of any other party. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. All arbitration proceedings will be conducted in metropolitan Boston, Massachusetts and in English by a single arbitrator selected under the Rules who must be a lawyer admitted to practice law in Massachusetts and fluent in English. The arbitrator has no authority to award damages in excess of those permitted in these Terms and Conditions for any reason. Any award in excess of such limitation will be deemed void as between the parties. Either you or Licensor may seek any interim or preliminary relief from a court of competent jurisdiction necessary to protect the rights or the property of you or Licensor (or its affiliates, agents, suppliers, and subcontractors), pending the completion of arbitration. The decision of the arbitrator shall be binding upon the parties hereto, and the expense of the arbitration (including without limitation the award of attorneys’ fees to the prevailing party) shall be paid as the arbitrator determines. The decision of the arbitrator may be entered by any court of competent jurisdiction. You agree to submit to the jurisdiction of the state and federal courts in Massachusetts for the purposes of any judicial proceedings to obtain interim relief and in aid of the arbitration or judicial proceedings to confirm or enforce the award.
20. Waiver
Failure to insist on strict performance of any of these Terms and Conditions will not operate as a waiver of any subsequent default or failure of performance. No waiver by Licensor of any right under these Terms and Conditions will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
21. Severability
If any part of these Terms and Conditions is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of these Terms and Conditions shall continue in effect.
22. Relationship
No joint venture, partnership, employment, or agency relationship exists between a User and Licensor as a result of these Terms and Conditions or User’s utilization of this Site.
23. Termination and Modification
Notwithstanding the foregoing, Licensor may immediately terminate or suspend your use of the Services provided hereunder, or terminate your account if you (i) fail to pay any applicable fees when due, or (ii) breach or otherwise fail to comply with these Terms and Conditions and any Other Agreement and fail to remedy this breach within thirty (30) days of being so notified or (iii) in the event Licensor reasonably believes your use of or the continued provision of the Services is likely to violate applicable law or result in harm to the systems or networks used to provide the Services. Licensor may terminate any free account or Services at any time in its sole discretion without liability to you. You will continue to be charged for the fee-based Services during any period of suspension. Termination will not relieve you from the obligation to pay fees that remain unpaid and will not limit either party from pursuing other available remedies. In addition, Licensor reserves the right in its sole discretion to terminate or modify any Site feature or offering, without notice, for any or no reason, and without notice, obligation or liability to You or any other person.
24. Anti-Hacking
You may not, nor may You allow others to, directly or indirectly, attempt to or actually disrupt, impair or interfere with, alter or modify the Site or any content. You may not, nor may You allow others to, directly or indirectly, collect or attempt to collect any information about others.
25. Entire Agreement/Reservation of Rights
With the exception of any Other Agreements, these Terms and Conditions, together with the Licensor’s Privacy Policy, which is hereby incorporated as if set forth fully herein, represent the entire agreement between the User and Licensor with respect to use of and access to the Services available on or through this Site, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between the User and Licensor with respect to this Site and the Services. Any rights not expressly granted herein are reserved.