SUBSCRIBER AGREEMENT (Last modified 5-Aug-2014)
IMPORTANT NOTICE: THIS IS AN AGREEMENT BETWEEN YOU ("SUBSCRIBER") AND aistockcharts.com ("VENDOR") FOR YOU TO RECEIVE INFORMATION PUBLISHED BY aistockcharts.com. PLEASE READ THIS AGREEMENT CAREFULLY. AFTER YOU HAVE READ THIS AGREEMENT, PLEASE INDICATE YOUR AGREEMENT TO BE BOUND BY ITS TERMS AND CONDITIONS BY CLICKING THE CHECKBOX BESIDE “I agree...” BELOW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU WILL BE UNABLE TO RECEIVE THE INFORMATION.
THIS AGREEMENT, dated as of the date indicated below, by and among the Vendor and the Subscriber, each as identified below.
THIS AGREEMENT MAY BE AMENDED BY aistockcharts.com PURSUANT TO A PROCEDURE THAT PROVIDES FOR NOTICE TO THE SUBSCRIBER. AMENDMENTS WILL APPEAR ON THE OPENING PAGE OF THE CORRELATION TRADING PLATFORM. FAILURE TO TERMINATE THE AGREEMENT BEFORE, OR USE OF THE INFORMATION AFTER, SUCH AN AMENDMENT CONSTITUTES CONSENT TO THE AMENDMENT BY THE SUBSCRIBER. THE AMENDMENT WILL BE EFFECTIVE WHETHER OR NOT THE VENDOR PROVIDES OR FAILS TO PROVIDE SUCH NOTICE.
a. “Claims and Losses” shall mean any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, judgments, settlements, and expenses of whatever nature, whether incurred by or issued against an indemnified party or a third party, including, without limitation, (1) indirect, special, punitive, consequential or incidental loss or damage, (including, but not limited to, trading losses, loss of anticipated profits, loss by reason of shutdown in operation or increased expenses of operation, or other indirect loss or damage) and (2) administrative costs, investigatory costs, litigation costs, and auditors' and attorneys' fees and disbursements (including in-house personnel).
b. “Historical Information” shall mean all stock and currency related data provided by the aistockcharts.com website, including any data provided by the Correlation Trading Platform.
c. “Historical Information Recipient” shall mean any natural person or entity that receives Historical Information.
d. “Information” shall mean the information and data, including information, goods and services provided by Third Party Information Providers, (i) contained in aistockcharts.com's proprietary Correlation Trading Platform, (ii) contained in aistockcharts.com’s proprietary RSS feed or (iii) made available on a secured website interface, each as provided to Subscriber by Vendor.
e. “Investment Accounting” shall mean use of the Information for portfolio valuation, preparation of client investment statements, preparation of financial statements pursuant to U.S. GAAP, IASB/IFRS or National Accounting Standards, or preparation of regulatory and other reports for Net Capital and FINRA FOCUS reports, Fund Valuation (Net Asset Value) reports, and other similar reports.
f. "Subscriber” shall mean any natural person using the Information that is not using, or planning to use, to reproduce, duplicate, copy, sell, trade, resell or exploit or make any other use of, any part of, or the use of, or access to, the Information for any purpose other than personal non-commerical use.
g. “Third Party Information Providers” shall mean those individuals and entities that provide information, goods and services to aistockcharts.com contained on the aistockcharts.com website, RSS feed or Correlation Trading Platform.
h. “Vendor’s Service” shall mean the website service provided by aistockcharts.com, including the data processing equipment, software, and communications facilities related thereto, for transmitting and disseminating the Information to, for use by, Subscriber.
i. “Vendor” shall mean the owner(s) of the website, aistockcharts.com used to transmit and disseminate the Information to Subscriber.
2. Right to Receive Information: Subscriber is granted the right to receive from aistockcharts.com the Information subject to the terms and conditions herein. Failure by Subscriber to complete a payment when due will result in termination of Subscriber logon.
3. Cancellation of Service: If for any reason Subscriber is unsatisfied with the service then Subscriber should use the support form and request to cancel. Subscriber will receive a cancel notification email from Paypal and the subscription will end. No refunds available. 2 ways to cancel... 1. Log in anytime into your Paypal account and cancel the subscription. 2. Use the support form at https://www.aistockcharts.com/contact_ai_stock_charts.htm to request cancellation. Either way you will receive a confirmation of cancellation.
4. Use of Information: Aistockcharts.com hereby provides to Subscriber a non-exclusive, non-assignable, non-transferable license to receive and use the Information only for the personal, non-commercial use of the Subscriber. Subscriber may not present the Information in any unfair, misleading, or deceptive format. Subscriber shall take reasonable security precautions to prevent unauthorized persons from gaining access to the Information.
5. Modifications to the aistockcharts.com website, RSS feed and Correlation Trading Platform: Subscriber acknowledges that aistockcharts.com may, in its sole, absolute and unfettered discretion, make modifications to its system or the Information from time to time and at any time. Such modifications may require corresponding changes to be made in Vendor's Service. Such changes, or the failure to make timely changes, by Vendor or Subscriber may sever or otherwise adversely affect Subscriber's access to or use of the Information. Subscriber agrees that aistockcharts.com shall have no responsibility or liability whatsoever for any such adverse effects.
6. Intellectual Property Rights: Subscriber agrees not to use the Information for any purpose that is inconsistent with the terms of this Agreement. Subscriber acknowledges and agrees that aistockcharts.com has exclusive proprietary rights in the Information. Subscriber further acknowledges and agrees that aistockcharts’s Third Party Information Providers have exclusive proprietary rights in their respective Information. In the event of any misappropriation or misuse, Subscriber agrees that the legal remedies available to aistockcharts.com or its Third Party Information Providers will not be adequate to prevent harm to each of their proprietary rights, and aistockcharts.com and such Third Party Information Providers shall each have the right to obtain injunctive relief or other equitable remedies, individually or collectively, to protect each of their proprietary rights in such Information. Subscriber will attribute source as appropriate under all the circumstances.
7. LIMITED WARRANTIES, DISCLAIMER: aistockcharts.com WILL MAKE REASONABLE EFFORTS TO PROVIDE THE INFORMATION AS PROMPTLY AND AS ACCURATELY AS IS REASONABLY PRACTICABLE.
NOTWITHSTANDING THE FOREGOING, SUBSCRIBER ACKNOWLEDGES AND AGREES THAT NO WARRANTY IS GIVEN THAT THE INFORMATION IS ERROR-FREE OR ACCURATE. THE INFORMATION, ANY AND ALL MATERIAL RELATED TO THE INFORMATION, AND ANY OTHER PRODUCT THAT aistockcharts.com DIRECTLY OR INDIRECTLY PROVIDES ARE PROVIDED “AS IS.” EXCEPT AS SPECIFICALLY SET FORTH HEREIN, NEITHER aistockcharts.com NOR ANY OF ITS LICENSORS, THIRD PARTY INFORMATION PROVIDERS AND SUPPLIERS MAKE ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SUBSCRIBER EXPRESSLY ASSUMES ALL RISKS FROM USING THE INFORMATION, AND/OR RELATED PRODUCTS THAT aistockcharts.com OR ITS LICENSORS, THIRD PARTY INFORMATION PROVIDERS AND SUPPLIERS DIRECTLY OR INDIRECTLY PROVIDE.
This Section applies to all claims irrespective of the cause of action underlying the claim, including, but not limited to breach of contract (even if in the nature of a breach of condition or a fundamental term or a fundamental breach) and tort (including but not limited to negligence or misrepresentation).
8. LIMITATION OF LIABILITY: IN NO EVENT SHALL ANY OF aistockcharts.com, ITS LICENSORS, THIRD PARTY INFORMATION PROVIDERS OR SUPPLIERS BE LIABLE TO SUBSCRIBER, ITS VENDOR OR ANY OTHER PERSON FOR INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL LOSS OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, TRADING LOSSES, LOSS OF ANTICIPATED PROFITS, LOSS BY REASON OF SHUTDOWN IN OPERATION OR INCREASED EXPENSES OF OPERATION, COST OF COVER, OR OTHER INDIRECT LOSS OR DAMAGE) OF ANY NATURE ARISING FROM ANY CAUSE WHATSOEVER, EVEN IF ONE OR MORE OF THEM HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN THE EVENT THAT THE INFORMATION IS NOT AVAILABLE OR ACCURATE AS A RESULT OF A FAILURE BY aistockcharts.com TO PERFORM ITS OBLIGATIONS UNDER THE AGREEMENT, aistockcharts.com WILL ENDEAVOR, GIVING DUE REGARD FOR THE COST, TIME, AND EFFECT ON OTHER PERSONS, TO CORRECT ANY SUCH FAILURE. IN THE EVENT THAT THE INFORMATION IS NOT AVAILABLE OR ACCURATE FOR A CONTINUOUS PERIOD OF FOUR (4) DAYS OR MORE DURING THE TIME THAT aistockcharts.com REGULARLY TRANSMITS THE INFORMATION DUE TO THE INTENTIONAL FAULT OR GROSS NEGLIGENCE OF aistockcharts.com (EXCEPT FOR A REASON PERMITTED IN THE AGREEMENT), SUBSCRIBER’S OR ANY OTHER INDIVIDUAL'S OR ENTITY'S EXCLUSIVE REMEDY AGAINST aistockcharts.com SHALL BE, AT aistockcharts.com’S OPTION, EITHER A PRORATED CREDIT OR A PRORATED REFUND OF ANY MONIES DUE TO aistockcharts.com FROM SUBSCRIBER FOR THE INFORMATION AT ISSUE FOR THE PERIOD AT ISSUE.
SUBSCRIBER RECOGNIZES THAT aistockcharts.com INCLUDING IT'S PROPIRETARY CORRELATION TRADING PLATFORM IS NOT AN INVESTMENT ADVISORY SERVICE OR ADVISOR. SUBSCRIBERS ARE NOT TOLD BY aistockcharts.com WHAT THEY SHOULD BUY OR SELL. SUBSCRIBER IS ENCOURAGED BY VENDOR TO CHECK WITH A LICENSED FINANICAL ADVISOR TO DETERMINE THE SUITABILITY OF ANY INVESTMENT. VENDOR RECOMMENDS TO SUBSCRIBER THAT THE TRADING OF SECURITIES SHOULD BE DONE WITH CAUTION. ALL SUBSCRIBERS ARE ENCOURAGED BY VENDOR TO FULLY INVESTIGATE ANY SECURITY BEFORE MAKING AN INVESTMENT.
SUBSCRIBER AND aistockcharts.com UNDERSTAND AND AGREE THAT THE TERMS OF THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND LIMITATION OF LIABILITY.
9. Force Majeure: None of aistockcharts.com, Vendor or Subscriber shall be liable for any delays or failures to perform any of its obligations hereunder to the extent that such delays or failures are due to circumstances beyond its reasonable control, including act of God, strikes, riots, acts of war (whether declared or undeclared), acts of terror or governmental regulations imposed after the date of this Agreement.
10. Indemnification: Subscriber shall defend, be liable to, indemnify against, and hold aistockcharts.com, its employees, directors, officers, Third Party Information Providers and other agents (collectively, "aistockcharts.com Indemnified Parties") harmless from, any and all Claims or Losses imposed on, incurred by or asserted against any of the aistockcharts.com Indemnified Parties, as such Claims and Losses are incurred, as a result of or relating to: (a) any noncompliance by Subscriber with the terms and conditions hereof; (b) any third-party actions related to Subscriber's receipt and use of the Information, whether authorized or unauthorized under the Agreement. Vendor and Subscriber shall indemnify and hold harmless (and in every case, aistockcharts.com shall be permitted solely to defend and settle) each other and their respective officers, directors, employees, and other agents, against any Claims or Losses arising from, involving, or relating to a claim of infringement or other violation of an intellectual property right by the indemnifying party, its actions or omissions, equipment, or other property, provided, however, that in the event that such Claim or Loss relates to or results from Historical Information that was modified or altered in any way by a person or entity other than aistockcharts.com, then Vendor and Subscriber shall not indemnify and hold harmless each other and their respective officers, directors, employees, and other agents, against any such Claim or Loss. This right is conditioned on the indemnified party giving prompt written notice to the indemnifying party (as does not prejudice the defense) of the Claims or Losses and providing cooperation in the defense of the Claims or Losses (without waiver of attorney-client, work-product or other legal privilege, or disclosure of information legally required to be kept confidential).
11. Third-Party Agreement: Subscriber agrees that aistockcharts.com may enforce the terms of this Agreement against any person, whether or not Subscriber is a party to any such action or against Subscriber itself. In any action there shall be available injunctive relief or damages, with the prevailing party being awarded costs and attorneys' fees.
12. Conflicts: In the event of any conflict between the terms of this Agreement and of the Vendor's agreement, the terms of this Agreement shall prevail as between aistockcharts.com and Subscriber.
13. Termination: This Agreement may be terminated by Subscriber on 30 days written notice to Vendor. In the event of Subscriber breach or discovery of the untruth of any representation of Subscriber, aistockcharts.com may opt to terminate this Agreement immediately.
14. Authority: Natural persons executing this Agreement warrant and represent that they are at least eighteen (18) years of age. Subscriber and the person executing this Agreement on behalf of Subscriber that is a proprietorship, corporation, partnership or other entity, represent that such person is duly authorized by all necessary and appropriate corporate or other action to execute the Agreement on behalf of Subscriber.
15. Notices: Communications to Subscriber from Vendor shall be via email. All communications from Subscriber to Vendor shall be directed to aistockcharts.com via the website form at https://www.aistockcharts.com/contact_ai_stock_charts.htm
16. Modifications: Except as may otherwise be set forth in this Agreement, aistockcharts.com may alter any term or condition of this Agreement on 60 days notice to Subscriber, and any use after such date is deemed acceptance of the new term or condition. The means of notifying Subscriber of such new term or condition may include, but shall not be limited to, emailing such term or condition to Subscriber. No failure on the part of aistockcharts.com or Subscriber to exercise, no delay in exercising, and no course of dealing with respect to any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement. If any of the provisions of this Agreement, or application thereof to any person, entity or circumstance, shall to any extent be held invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provisions to persons or circumstances other than those as to which they are held invalid or unenforceable, shall not be affected thereby and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
17. Survival: The terms of this Agreement that survive any cancellation, termination, or rescission of this Agreement shall include obligations to make payment for services rendered under this Agreement and those obligations relating to intellectual property, indemnification, limitation of liability, warranties and disclaimer of warranties.
18. Rules of Construction: The descriptive headings in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in the Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, if and where applicable. The word "or" includes the word "and". The use of the singular in the Agreement shall include the plural, and vice versa.
19. Applicable Law: This Agreement and its validity, construction and performance shall be governed in all respects by the laws of the State of Missouri without giving effect to conflicts of law principles thereof. The parties hereto, their successors and assigns, consent to the jurisdiction of the courts of the State of Missouri with respect to any legal proceedings that may result from a dispute as to the interpretation or breach of any of the terms and conditions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed or caused this Agreement to be executed by their duly authorized officers. Signature on this SUBSCRIBER REGISTRATION FORM is in lieu of and has the same effect as signature on each document noted herein.
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