Please read this carefully. This is a legal agreement (“Agreement”) between you and StrategyDB.com , (“StrategyDB”). By ordering or subscribing for the StrategyDB.com products or services, and by the act of logging in to any password protected area of StrategyDB.com, you are agreeing to be legally bound by the terms of this Agreement (your Subscription). You understand and agree that your login is your electronic signature and has the binding legal force and effect of a contract signed in ink and delivered in person.
1. GRANT OF LICENSE.
(b) If you are a Pro user (as later defined in this Agreement), you are also granted a nonexclusive license to use precise reproductions of screen shots of report documents displayed by the Software in connection with your business, solely for illustrative or informational purposes, and only if your business is related to investment analysis (such as an investment analysis website, financial newsletter or book, etc.). In order to utilize this right, you may not in any manner state or imply that StrategyDB.com endorses you, your company or any of your or its products or services, that the use of any StrategyDB.com product or service will guarantee profits, increased profits or minimization of losses, or that StrategyDB.com or StrategyDB.com recommends any particular trading system or strategy. Also, each screen shot reproduced must be displayed under a prominent caption that reads “Created with StrategyDB , the flagship product of StrategyDB.com.” The screen shot may not be altered or presented in a manner that leads or may lead the viewer to believe that the Software has capabilities which it does not.
(c) You will obtain a Subscription password that enables your use of the Software and Data (your “Password”). You agree to keep your Password confidential, and not to disclose it to anyone else, publish it, or allow anyone else to use it. You acknowledge and agree that, in addition to providing your unique Password, StrategyDB.com may implement technical measures that enable StrategyDB.com to verify your compliance with the terms of this Agreement.
(d) Any or all of the licenses granted above may be terminated by StrategyDB.com with or without notice to you if you violate or otherwise do not observe any of the terms, conditions or provisions of this Agreement. This Agreement and the license granted may not be transferred, assigned, leased, rented, sublicensed or otherwise transferred by you. In no event shall the Software or the Data be used by you for, or in connection with, any unlawful purpose.
2. OWNERSHIP AND COPYRIGHT.
Except as otherwise noted, all text, graphics, user interfaces, visual interfaces, trademarks, logos, and computer code (collectively “Content”), including but not limited to the design, structure selection, coordination, expression, “look and feel” and arrangement of such Content, contained in the Software and the Data is owned by or licensed to StrategyDB.com and is protected by state, federal and/or foreign trademark, trade dress, copyright, patent and trade secret and all other applicable laws and treaty provisions. ALL RIGHTS RESERVED. StrategyDB, StrategyDB.com, Trading Strategy Database, are registered or unregistered trademarks or service marks of StrategyDB.com or one of its affiliates. All other trademarks, service marks, registered trademarks, product and service names, and company names or logos (collectively “Third Party Content”) not owned by StrategyDB.com that appear on in the Software or the Data are the property of their respective owners (“Third Parties”). StrategyDB.com is not affiliated with such Third Parties and neither the Third Parties, nor their affiliates, sponsor or endorse StrategyDB.com in any way. StrategyDB.com does not sponsor or endorse Third Parties, nor their affiliates or Third Party Content in any way.
(a) In exchange for Software and Data made available to you in connection with your Subscription, you agree to pay all applicable fees as displayed in our on-line registration or otherwise made available to you. All Subscription fees payable to StrategyDB.com are due in advance, and no Subscription products or services shall be delivered to you unless and until StrategyDB.com has received full, non-conditional payment of all applicable fees, including credit card payment verification, approval and clearance. Your first month’s Subscription fee, if your Subscription relates to only a part of the first month, shall not be prorated. However, no part of the full monthly Subscription fee is refunded if you terminate in the middle of a month. Any and all applicable sales or use taxes, as well as all applicable fees and charges (unless expressly included in your Subscription for no additional charge), shall be your responsibility and paid by you in full and on a timely basis.
(b) You hereby authorize StrategyDB.com or its affiliate to use the credit card information furnished by you to StrategyDB.com or its affiliate for purposes of fulfilling your payment obligations under this Agreement. You further represent and warrant that (i) the credit card information provided to StrategyDB.com (card number, expiration date and card-holder’s name) is accurate and valid in all respects and lawfully authorized for use, and that you are providing your credit card information to StrategyDB.com fully intending and expecting your credit card to be fully charged all fees and payment amounts which you have agreed to pay in your on-line registration, or otherwise, including all Subscription, data, and other fees and charges; and that (ii) such credit card belongs to you or has been authorized for use by you by the valid card-holder. Upon expiration of your credit card, you shall notify StrategyDB.com of the new credit card expiration date and all other relevant new information pertaining to the new credit card.
(c) A 14-Day Free Trial Promotion (“Promotion”) is available to new StrategyDB.com subscribers for the initial 14-day period of their Subscription. If StrategyDB.com is not offering a subscription, this will apply to all sites run by STRATEGYDB, LLC. Not all registrants are eligible to participate in this Promotion. (d) Payments not received by their due dates will be assessed a late charge fee equal to StrategyDB.coms then current late charge fee amount, but not less than $10.00. Payments returned to StrategyDB.com for insufficient funds will result in a service charge fee of the maximum allowable returned check fee under New York law. You shall thereafter be charged interest at the maximum legal interest rate on any unpaid balance.
4. SUBSCRIPTION CHOICES.
(a) Annual Prepaid Subscriptions: If you register for an Annual Prepaid Subscription (if and when available) for intra-day or end-of-day versions (if available), you shall prepay all fees for twelve (12) consecutive months at the specified one-year price. Annual Prepaid Subscriptions are not cancelable, and Annual Prepaid Subscription fees and commitments are nontransferable. You must notify StrategyDB.com to discontinue your subscription at least 30 days prior to the expiration of the Annual Prepaid Subscription. If no notification is received, your Annual Prepaid Subscription may, at StrategyDB.coms option, automatically renew as a Monthly Subscription at the then current rates and, if you are paying by credit card, you authorize such additional charges.
(b) Monthly Subscriptions: If you register for a Monthly Subscription, you will be required to make all payment amounts, on a monthly basis, described in your Subscription registration, as such payment amount may from time to time change. Any such changes may be made in StrategyDB.coms sole and absolute discretion with or without advance notice. All approved 14-Day Free Trial Promotion customers that are converted to full Subscribers will automatically have Monthly Subscriptions.
(c) StrategyDB.com may charge different fees for Non-Pro and Pro subscribers.
5. PROFESSIONAL/NON-PROFESSIONAL STATUS.
With respect to products or services involving the receipt of report document information, if you claim that you are a Non-Professional Subscriber or a “Non-Pro,” you represent and warrant that you meet and comply with all New York Stock Exchange (NYSE), American Stock Exchange (AMEX), The Nasdaq Stock Market, Inc.(Nasdaq) and Options Price Reporting Authority (OPRA) requirements for qualification as a Non-Professional Subscriber, and that the following statements are and shall continue to be true for as long as you receive information or services pursuant to the terms and conditions of this Agreement:
(a) You are entering into this Agreement in your own individual capacity and not on the behalf of a firm, corporation, partnership, trust, or association.
(b) You shall use the information and service(s) solely in connection with your own individual personal investment activities and not in connection with any trade or business activities.
(c) You shall not furnish the information or service(s) received to any other person.
(d) You are not a securities broker-dealer, investment advisor, futures commission merchant, commodities introducing broker or commodity trading advisor, registered representative of any of the foregoing, member of a securities exchange or association or futures contract market, or an owner, partner or associated person of any of the foregoing.
(e) You are not employed by a bank or an insurance company or an affiliate of either, or any other organization which performs business functions related to securities or commodity futures investment or trading activity.
If any of the foregoing statements are not true for you or your situation, then your status is Professional or “Pro” and you must register for your Subscription as such. You acknowledge and agree that if your status with respect to any of the foregoing statements is affected or changed in any way, you shall immediately notify StrategyDB.com in writing of such change of status or position. In addition to other remedies available to StrategyDB.com, you shall be liable to StrategyDB.com for the difference between any fees and costs paid by you and the fees and costs applicable to Professional Subscribers for the same type of information and services that you improperly received as a Non-Professional Subscriber, plus any applicable penalties, and you irrevocably authorize StrategyDB.com (and its affiliate) to charge against your credit card any and all such amounts. You understand and agree that all registration and biographical information you provide to StrategyDB.com or its affiliates relating to this issue may be examined by the applicable authorities.
6. ADDITIONAL RESTRICTIONS ON USE OF EXCHANGE MARKET DATA.
(a) For purposes of this Agreement, the term “Exchange Market Data” means Data that is the settlement prices, intra day prices, and other market information for various contracts traded on a commodities exchanges (each an Exchange). With respect to your obligations under this Agreement, Exchange Market Data also includes all information, data and materials that are derived from the foregoing and that convey information to you that is substantially equivalent to Exchange Market Data.
(b) You acknowledge and agree that each Exchange has exclusive and valuable property rights in and to its Exchange Market Data, that its Exchange Market Data constitutes valuable confidential information, trade secrets, and/or proprietary rights of the Exchange, not within the public domain, and that, but for this Agreement, you would have no rights or access to Exchange Market Data.
(c) You agree that you may not use, disseminate, or copy any of the Exchange Market Data other than as expressly permitted in this paragraph. You may use Exchange Market Data only for your (i) trading, for your own account or for the account of your customers, of commodity futures contracts, options on commodity futures contracts, or similar instruments, or (ii) evaluating, for your own internal business decisions or advice to your customers, the movements or trends in markets for commodity futures contracts, options on commodity futures contracts, like instruments, subject to all of the limitations set forth below in this paragraph as to the telephonic disclosure to customers of a necessary and de minimis number of segments of Exchange Market Data. You also agree that you will not communicate or otherwise furnish, or permit to be communicated or otherwise furnished, Exchange Market Data, in any format, to any other person, except that you may, in the regular course of your business, occasionally furnish, to each of your customers, in a quantity restricted to that necessary to enable you to conduct your business, a de minimis number of segments of Exchange Market Data. Such redissemination must be strictly limited to telephonic communications not entailing the use of computerized voice synthesization or any other technology and must be strictly related to your trading activity (x) on your own behalf or (y) on behalf of your customers.
(d) DISCLAIMER OF WARRANTIES. YOU AGREE THAT EACH EXCHANGE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO EXCHANGE MARKET DATA, OR THE TRANSMISSION, TIMELINESS, ACCURACY OR COMPLETENESS THEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM ANY COURSE OF DEALING OR USAGE OF TRADE. You agree that neither the Exchanges nor any of their affiliates, members, directors, officers, employees or agents, guarantees the sequence, accuracy or completeness of Exchange Market Data, nor shall any of them be liable to you, any other individual, or any entity for any delays, inaccuracies, errors or omissions in Exchange Market Data, or in the transmission thereof, or for any other damages arising in connection with your receipt or use of Exchange Market Data.
7. RESTRICTED ACTIVITIES AND COMPLIANCE WITH LAWS.
Your use of the Software and Data and the information you provide to us shall not: (a) be false, inaccurate or misleading; (b) be fraudulent or be intended to defraud anyone, including us; (c) infringe or misappropriate any third party’s intellectual property rights (including copyrights, patents, trademarks, and trade secrets) or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation (including, but not limited to, those governing consumer and investor protection, unfair competition, and securities and commodities market regulation); (e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) be obscene or contain pornography (g) contain any viruses, Trojan horses, worms, time bombs, cancelbots , easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (h) create liability for StrategyDB.com or cause StrategyDB.com to lose (in whole or in part) the services provided herein.
9. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT OF THE LAW, YOU UNDERSTAND AND AGREE THAT STRATEGYDB.COM AND ITS OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES (COLLECTIVELY “AFFILIATES “) WILL NOT BE LIABLE TO YOU OR TO THIRD PARTIES, OR HAVE ANY RESPONSIBILITY WHATSOEVER, FOR: (A) ANY LOSSES ARISING OUT OF OR RELATING TO A CAUSE OVER WHICH STRATEGYDB.COM OR ITS AFFILIATES DO NOT HAVE DIRECT CONTROL, INCLUDING THE FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, GOVERNMENT RESTRICTIONS, FORCE MAJEURE (E.G., EARTHQUAKE, FLOOD, SEVERE OR EXTRAORDINARY WEATHER CONDITIONS, NATURAL DISASTERS OR OTHER ACT OF GOD, FIRE, ACTS OF WAR, TERRORIST ATTACKS, INSURRECTION, RIOT, STRIKES, LABOR DISPUTES OR SIMILAR PROBLEMS, ACCIDENT, ACTION OF GOVERNMENT, COMMUNICATIONS, SYSTEM OR POWER FAILURES AND EQUIPMENT OR SOFTWARE MALFUNCTION), EXCHANGE OR MARKET RULINGS OR SUSPENSION OF TRADING; OR (B) ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE DAMAGES (INCLUDING LOST PROFITS OR TRADING LOSSES) THAT YOU MAY INCUR IN CONNECTION WITH YOUR USE OF THE SOFTWARE OR DATA PROVIDED BY STRATEGYDB.COM UNDER THIS AGREEMENT, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF.
10. NO WARRANTIES. STRATEGYDB.COM PROVIDES THE SOFTWARE AND DATA “AS IS” AND WITHOUT ANY WARRANTY, TERM OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. STRATEGYDB.COM SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ADDITIONALLY, STRATEGYDB.COM MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE AND DATA WILL BE ACCESSIBLE CONTINUOUSLY AND WITHOUT INTERRUPTION, OR ERROR-FREE.
11. ACCURACY OF INFORMATION.
You acknowledge that StrategyDB.com neither assumes responsibility for nor guarantees the accuracy, currency, completeness or usefulness of the Data or any other information, commentary, quotations, recommendations, advice, investment ideas or other materials that may be accessed by you through the Software. This includes bulletin boards, message boards, chat services or other online conference or telecast by third party providers through the Software. StrategyDB.com expressly disclaims any liability for such third party statements under criminal or civil laws relating to defamation, intellectual property infringement, privacy, obscenity, or other areas of law. If you choose to rely on such information, you do so solely at your own risk. You understand that the research, analysis, news or other information made available through the Software is not personalized or in any way tailored to reflect your personal financial circumstances or investment objectives, and the instruments and investment strategies discussed may not be suitable for you.
12. SOFTWARE ISSUES AND MODIFICATIONS.
If any of the major Exchanges furnishing Data to StrategyDB.com, ceases to furnish it in a manner which is compatible with the Software or any receipt/transmission equipment software, StrategyDB.com may terminate the inclusion and delivery in the Subscription of as much Data as is affected, without advance notice, without incurring any liability to you, and without any change to any of your payment or other obligations. Further, the Software (which, among other things, determines the functionality and appearance of most, if not all, of the Subscription’s features) may be modified or replaced from time to time, in whole or in part, without any notice, and without incurring any liability to you, and without any change to any of your payment or other obligations.
You further understand and agree that your right to receive all or a portion of the Data is subject to termination to the extent that StrategyDB.coms agreements with any of StrategyDB.coms suppliers terminate for any reason, or any supplier refuses or is unable, for whatever reason, to continue to supply information necessary to StrategyDB.com (in whole or in part) to supply the Data. If that occurs, it may occur without notice, and in no event shall result in any liability to StrategyDB.com or any of StrategyDB.coms suppliers or any of their respective affiliates, or change any of your payment obligations.
13. NO ADVICE.
You acknowledge that the Software does not provide you with any legal, tax, estate planning or accounting advice or advice regarding the suitability, profitability or appropriateness for you of any security, investment, financial product, investment strategy or other matter. You acknowledge that StrategyDB.com employees are not authorized to give any such advice, and you will neither solicit nor rely on any investment advice from any StrategyDB.com employee. Unless otherwise specified, any information provided through this Software will not be used or considered by you as a recommendation that you buy, sell or hold a particular financial instrument or pursue any particular investment strategy. This information is not an offer, or a solicitation of an offer, to buy or sell any particular financial instrument from StrategyDB.com.
14. USING THE SOFTWARE TO MAKE INVESTMENT AND TRADING DECISIONS OR TO INITIATE TRADES.
All software, including the Software, contains errors, and all financial market and similar databases and services, including the Data, contain inaccuracies and mistakes and are incomplete in certain respects. You are strongly advised to verify pricing and all other relevant information prior to making any trade or investment. AS BETWEEN STRATEGYDB.COM AND STRATEGYDB.COMS SUPPLIERS ON THE ONE HAND, AND YOU ON THE OTHER, SOLELY YOU FULLY ASSUME THE RISK THAT ERRORS OR INACCURACIES IN THE SOFTWARE AND/OR THE DATA MAY RESULT IN YOUR REACHING CONCLUSIONS THAT YOU MIGHT NOT OR WOULD NOT HAVE REACHED HAD SUCH ERRORS AND/OR INACCURACIES NOT BEEN PRESENT. FURTHER, AS BETWEEN STRATEGYDB.COM AND YOU, SOLELY YOU FULLY ASSUME THE RISK THAT SOFTWARE ERRORS MAY CAUSE FAILURES IN THE TRANSMISSION OF INFORMATION THROUGH THE INTERNET OR OTHER CHANNELS, OR INACCURACIES IN INFORMATION BEING SO TRANSMITTED, INCLUDING BUT NOT LIMITED TO TRANSMISSIONS OF DATA. YOU AGREE THAT NEITHER STRATEGYDB.COM NOR ITS AFFILIATES, NOR STRATEGYDB.COMS SUPPLIERS NOR THEIR AFFILIATES, SHALL HAVE ANY LIABILITY WHATEVER FOR ANY CONSEQUENCES OF SUCH ERRORS, INACCURACIES OR FAILURES.
You shall indemnify and defend StrategyDB.com, and its officers, employees, and consultants against any costs, expenses (including reasonable attorneys’ fees whether arising out of a third-party claim or in enforcing this indemnification), claims, judgments, settlements and damages (including all damages awarded to third parties payable by StrategyDB.com, but in all cases only direct damages) arising out of, or related to, your use of the Software or the Data or any violation of this Agreement.
16. PRODUCT SUPPORT.
(a) The price paid by you for the Subscription relates only to your receipt of the Software and Data (including whatever optional Software and Data you may have selected and agreed to pay for), and to no other products or services, including upgrades or technical support StrategyDB.com or an affiliate offers or may offer from time to time. All support services, including technical support and other services and benefits that may be made available from time to time by StrategyDB.com or an affiliate through its Web Site or otherwise, and the terms and conditions upon which they are made available (including pricing), may be modified at any time and from time to time by StrategyDB.com or its affiliate with or without notice.
(b) If you are given or accept any technical support or consulting services by or from StrategyDB.com or its affiliates, or similar services of any kind, a separate fee may be payable by you (“Support Services”). If a fee is payable, it shall be discussed with you in advance. Neither StrategyDB.com, nor its affiliates, in the performance of Support Services, provides or offers trading strategies or systems of any kind. The sole purpose of Support Services relating to the Software is to assist you in your use of the Software. Solely you assume the risk that the technical suggestions given to you accurately reflect your trading and your intent, before you use them. StrategyDB.com and its affiliates provide Support Services only on the condition that you fully accept and assume these premises and risks, and you hereby acknowledge and agree that you do accept and assume them.
17. RISK DISCLOSURE .
By accessing StrategyDB.com, you hereby acknowledge that you have read and have reviewed the Risk Disclosure statements made a provided within StrategyDB.com.
18. THIRD-PARTY BENEFICIARIES.
StrategyDB.com may make agreement(s) with Third-Party Beneficiaries regarding your Subscription to the Services. StrategyDB.com may make any such assignment in its sole and absolute discretion, and no such assignment, if and when made, shall create any liability of StrategyDB.com to you or any other person or entity.
19. ENTIRE AGREEMENT.
StrategyDB.com reserves the right, at its sole discretion, to change, modify, add or remove portions of this Agreement, at any time. It is your responsibility to check this Agreement periodically for changes. Your continued use of the Software and Data following the posting of changes will mean that you accept and agree to the changes.
21. VOID WHERE PROHIBITED.
StrategyDB.com administers and operates from three locations in the USA, and StrategyDB.com makes no representations regarding the legality of access to or use of the Software or Data from other countries. StrategyDB.com reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Currently, StrategyDB.com only accepts Subscriptions from legal United States residents and/or entities organized in the United States. In addition, you can only fund your StrategyDB.com account from a United States financial institution by credit card. Any offer for any product or service provided through the Software is void where prohibited.
22. GOVERNING LAW.
This Agreement shall be construed in accordance with, and all disputes hereunder shall be governed by, the laws of the State of New York as applied to contracts made and to be performed in New York without applying conflict of law rules.
23. DISPUTE RESOLUTION.
All disputes arising out of or relating to this Agreement or your Subscription shall be resolved by binding arbitration held in United States District Court, Middle District of Florida, USA, pursuant to the Commercial Arbitration Rules of the American Arbitration Association, except that StrategyDB.com is not required to arbitrate any dispute regarding confidentiality; infringement, misappropriation, or misuse of any intellectual property right; or any other claim where interim relief from a court is sought to prevent serious and irreparable injury to StrategyDB.com or any other person or entity.
In case of any dispute that is not required to be arbitrated under the preceding paragraph, each party irrevocably consents and agrees that any legal action, suit or proceeding against either of them arising out of, relating to or in connection with the transaction contemplated hereby or disputes relating hereto may be brought only in United States District Court, Middle District of Florida, USA, or if such court does not have jurisdiction, in the courts of the State of Florida, USA and hereby irrevocably accepts and submits to the exclusive jurisdiction of the aforesaid courts in personam, with respect to any such action, suit or proceeding. Each party waives to the fullest extent permitted by law any right to trial by jury in any action, suit or proceeding brought to enforce, defend or interpret any rights or remedies arising under, relating to or in connection with this Agreement.
If any provision of this Agreement is ruled invalid or otherwise unenforceable, it shall be deemed amended in order to achieve as closely as possible the same effect as originally drafted. Any invalid or unenforceable portion should be construed as narrowly as possible in order to give effect to as much of this Agreement as possible.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE I AGREE BUTTON, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO STRATEGYDB.COM THE RIGHTS SET FORTH HEREIN.