SINGLE RETAIL USER SOFTWARE LICENSE AGREEMENT
PLEASE READ THIS SINGLE RETAIL USER SOFTWARE LICENSE
AGREEMENT CAREFULLY BEFORE USING THE TRADERSFREEDOM SOFTWARE. BY USING
THE TRADERSFREEDOM SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND
CONDITIONS OF THIS SINGLE RETAIL USER LICENSE.
TERMS AND CONDITIONS
Terms of Use: Quant Fund Management, LLC, of PMB
#273, 2711 Centerville Road, Suite 300, Wilmington, DE 19808-1645, a Delaware
corporation, ("QFM" or "Licensor") is the owner of the
TradersFreedom Software ("TradersFreedom", "TF",
"Licensed Software" or "Software") , website and products,
and has the right to license to single users the TradersFreedom Software and
any data or content available through the TradersFreedom website or any other
product or service offered by QFM, (collectively, the "TradersFreedom
Products" or "TFP"), to you ("Licensee" or
"you") under the specific terms and conditions set forth in this
Single Retail User License Agreement ("Agreement"). Use of any
TradersFreedom product or service indicates your acceptance of these Terms and
Conditions and consent to be bound by this Agreement. QFM reserves the right to
modify this Agreement at any time and for any reason at QFM's sole
discretion. If you do not agree to the Terms and Conditions of this
Agreement, or any modification to this Agreement, you must discontinue your use
of all TradersFreedom products immediately. Your continued use of
TradersFreedom products after the modification of this Agreement indicates your
valid and legally binding acceptance of such modification.
1. License: LICENSOR IS THE OWNER OF THE TRADERSFREEDOM
SOFTWARE AND HAS THE RIGHT TO LICENSE TO SINGLE USERS THE TRADERSFREEDOM
SOFTWARE AND ANY DATA OR CONTENT AVAILABLE THROUGH THE TRADERSFREEDOM WEBSITE. ACCESS
TO TRADERSFREEDOM IS LICENSED (NOT SOLD) TO YOU, THE LICENSOR DOES NOT SELL OR
TRANSFER TITLE OF THE LICENSED SOFTWARE TO YOU. YOUR LICENSE OF THE LICENSED
SOFTWARE WILL NOT COMMENCE UNTIL YOU HAVE AGREED TO THE TERMS AND CONDITIONS
SET FORTH IN THIS AGREEMENT AND ALL REQUIRED PAYMENT HAS BEEN RECEIVED.
In consideration of payment of the license fees
set forth herein, Licensor grants you a non-exclusive license to use the
Licensed Software FOR PERSONAL PURPOSES ONLY subject to the following terms and
conditions.
2. Licensed Software: The following is EXPRESSLY UNDERSTOOD AND
ACKNOWLEDGED by Licensee:
2.1 The Licensed Software is an analytics tool that analyzes securities that are publicly traded in the United States (including stocks, equities, ETFs and ADRs). NOTE: for purposes of this Agreement, the term "stock" shall be used for ease of understanding in referring to the previously defined public securities;
2.2 The Licensed Software provides the end-user
with information about the momentum of a stock;
2.3 The Licensed Software analyzes raw data and
supplies the analyzed data to the end-user; and;
2.4 The Licensed Software is an investment
decision support system.
3. License Term, Payments and Refund Policy: The
license fee for the Licensed Software is structured as a Monthly Subscription,
6 Month Subscription, 12 Month Subscription, or 24 Month Subscription. You must
pay this amount directly to Licensor upon acceptance of this Agreement and
prior to use of the Licensed Software. Monthly Licensees are automatically renewed
each subsequent month (at the monthly rate) until you cancel your
subscription. Monthly Subscriptions may
be cancelled at any time. If you choose
to cancel, you will continue to have access through the monthly period in which
you cancel and service will end at the beginning of the following month. No partial month refunds will be
granted.
Licensees who chose the
6 Month, 12 Month, or 24 Month Subscription plans are receiving a discounted
rate for pre-paying for the term of their subscription. The full subscription amount will be charged
to you prior to you receiving access to the Licensed Software. 6, 12, and 24 Month Subscriptions may be
cancelled at any time. If you choose to
cancel, you will continue to have access through the monthly period in which
you cancel and service will end at the beginning of the following month. You will be refunded any unused full
months. No partial month refunds will be
granted. Thirty days (30) prior to your renewal date you will receive a
reminder notice. If you choose to cancel
your subscription prior to your renewal date, you will not be charged for the
renewal period. If you choose to cancel
after the subscription has been renewed, you will continue to have access
through the monthly period in which you cancel and service will end at the
beginning of the following month. You
will be refunded any unused full months.
No partial month refunds will be granted.
License fees must be
paid to and received by Licensor in advance of Licensee receiving further access
to the website. Licensor reserves the
right to change its License Fees upon 30 days advanced notice.
Free Trial Policy: Our free trial offer is reserved for new
users or accounts inactive for at least one year. If you do not convert your
free trial to a paid subscription on or before its completion, your access to
the TradersFreedom Products will be maintained but your access to current data
will be terminated. There is a free
trial limit of one per household per year.
4. Termination:
Default of payment of the
license fees shall result in automatic termination of this License. Licensor shall have the right to
automatically terminate the License for default of payment of the license fee. Upon termination of this Agreement,
all rights granted to you will terminate and revert to Licensor. Promptly upon termination of this Agreement
for any reason your access to the Licensed Software will be terminated.
5. Support
Terms: Licensor's support of
Licensee and the Licensed Software shall be limited to assisting Licensee
correct a software based error or problem that is a direct result of a
programming, technical, or mechanical problem that may occur within the
Licensed Software. It is acknowledged
and understood that Licensor will not be responsible for the support of
Licensee's computer system(s) or for mistakes, errors, actions, and omissions
that result from Licensee's actions.
6.
Proprietary Protection and Restrictions: Licensor reserves all rights not expressly
granted to you in this Agreement. The
Software is protected by copyright, patent, and other intellectual property
laws and treaties. Licensor has and shall have sole and
exclusive ownership of all right, title, and interest in and to the Licensed
Software and all modifications and enhancements thereof (including the rights
to all trade secrets, patents, and copyrights pertaining thereto) subject only
to the rights and privileges expressly granted to you herein by Licensor. This
Agreement does not provide you with title or ownership of the Licensed
Software, but only a right of limited use. You must keep the Licensed Software
free and clear of all claims, liens, and encumbrances. You may not use, copy, modify, or distribute
(electronically or otherwise) the Licensed Software, or any copy, adaptation,
transcription, or merged portion thereof, except as expressly authorized by
Licensor. You may not reverse assemble, reverse compile, or otherwise translate
the Licensed Software. Your rights may not be transferred, leased, assigned, or
sublicensed. No service bureau work,
multiple-user license, or time-sharing arrangement is permitted. If you use,
copy, or modify the Licensed Software or if you transfer possession of any
copy, adaptation, transcription, or merged portion of the Licensed Software to
any other party in any way not expressly authorized by Licensor, your license
is automatically terminated.
You acknowledge that, in the event of your breach
of any of the foregoing provisions, Licensor will not have an adequate remedy
in money or damages. Licensor shall therefore be entitled to obtain an
injunction against such breach from any court of competent jurisdiction
immediately upon request. Licensor's right to obtain injunctive relief shall
not limit its right to seek further remedies. Licensor
has no obligation for any claim based on your modification of the Licensed
Software or its combination, operation, or use with any product, data, or
apparatus not specified or provided by Licensor.
7. Confidentiality and Security:
Licensee acknowledges that the Licensed Software constitutes and
contains confidential and proprietary information of Licensor. Licensee hereby agrees that the Licensed
Software will be held by Licensee in strict confidence, and will be used only
for purposes of this License.
8. Consent
to Use of Data: You agree that the
Licensor may collect and use information gathered as part of the product
license, and support services provided to you, if any, related to the
Software. Licensor may only use this
information to improve products, services or technologies offered to
Licensee. Licensor will not disclose
this information to any third party without your express consent.
9. Additional
Software/Services: This Agreement
applies to any updates, supplements, add-on components of the Licensed Software
that Licensor may provide to you or make available to you after the date of
your initial subscription.
10. Adequate Consideration. Licensee hereby agrees and acknowledges that
the Licensed Software would not be made available to Licensee for the
consideration given without the limitations of warranty, limitations of
liability, limitations of rights, and any and all disclaimers contained herein.
Licensee agrees and acknowledges that the License constitutes a reasonable and fair
agreement between Licensor and Licensee.
11.
Miscellaneous. This Agreement
shall be governed by and construed in, accordance with the laws of the State of
Delaware. Licensor and Licensee agree
that any dispute between them relating to the subject matter of this License
Agreement, or counterclaim arising out of a claim or grievance, shall be
settled and determined by arbitration before the American Arbitration
Association. Arbitration shall be held
in Delaware County, Delaware. Judgment
upon any arbitration award may be entered in any court having appropriate
jurisdiction.
12. Severability: In the event that any of the term or terms
of this Agreement are declared to be invalid or void by any court or tribunal
of competent jurisdiction, such term or terms shall be null and void and shall
be deemed severed from this Agreement, however all the remaining terms of this
Agreement shall remain in full force and effect.
13.
Limited Warranty, Limitation of Liability, Disclaimers and Limitations
on Remedy: In no event will Licensor
be liable for any damages to Licensee or any other person in excess of the
actual consideration paid for the License to use the TradersFreedom Software
and Data, regardless of any form of claim. IN NO EVENT SHALL LICENSEE HAVE ANY
CLAIM FOR OR RIGHT TO RECOVER, NOR SHALL LICENSOR BE LIABLE FOR, ANY OTHER
DAMAGES, INCLUDING BUT NOT LIMITED TO, ANY LOSS OF PRINCIPLE OR PROFIT, LOSS OF
BUSINESS, DIRECT OR INDIRECT, ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR
CONSEQUENTIAL DAMAGES OR OTHER SIMILAR CLAIMS, even if LICENSOR haS been specifically adviseD of the possibility of
such damages. lICENSOR WILL NOT BE
LIABLE FOR ANY DAMAGES WHATSOEVER CLAMIED BY LICESEE BASED ON ANY THIRD PARTY
CLAIM. This limitation of liability is intended to apply without regard to
whether other provisions of this Agreement have been breached or have proven
ineffective.
Licensee assumes
the entire risk as to the results and performance of the Software and Data.
Except to the extent explicitly provided above, the Software and Data are
provided "AS IS" without warranty of any kind, express or implied.
THERE ARE NO OTHER WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION HEREOF. Further, Licensor does not warrant,
guarantee, or make any representations regarding the use, or the results of the
use, of the Software or Data in terms of correctness, accuracy, completeness,
currentness, delays, or otherwise. The
use of the Software or Data is for informational purposes only, and not
intended for trading purposes or advice, or for any actions taken in reliance
on information contained herein.
You should not rely
solely upon the Licensed Software for purposes of transacting securities or other
investments, and you are encouraged to conduct your own research and due
diligence, and to seek the advice of a qualified securities professional,
before you make any investment. None of the information contained in the data
provided by TradersFreedom constitutes, or is intended to constitute a
recommendation by QFM of any particular security or trading strategy or a
determination by QFM that any security or trading strategy is suitable for any
specific person. To the extent any of the information contained herein may be
deemed to be investment advice, such information is impersonal and not tailored
to the investment needs of any specific person. AS STATED, PAST RESULTS ARE NOT NECESSARILY
INDICATIVE OF FUTURE PERFORMANCE.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
LICENSOR DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES WITH
RESPECT TO THE LICENSED SOFTWARE, INCLUDING ITS CONDITION, ITS CONFORMITY TO
ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PARENT
DEFECTS, ANY NEGLIGENCE, AND ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR
USE. The information, Software and Data are acknowledged not to be
"consumer products" within the meaning of the 15 U.S.C. 2301 (1).
Furthermore, Licensee acknowledges that he/she is not a "consumer"
within the meaning of 15 U.S.C. 2301 (2). The Software and Data may include
specific and implied buy, sell, and hold recommendations pertaining to
individual stocks or other investment vehicles. It should not be assumed that
past performance is any guarantee of future results. Results obtained from the
use of these materials and information are not guaranteed to be profitable. It should be understood that investing and
speculating in the financial markets involves a certain degree of risk and in
some instances may result in either partial or total loss of one's capital.
The information in these materials has been obtained from sources which are
believed to be reliable, but cannot be guaranteed as to its accuracy or
completeness, whether supplied as written materials, magnetically or
electronically by any means. QFM, our employees, consultants, or independent
contractors may hold positions in securities and may make purchases or sales
from time to time in such securities.
The data from the Licensed Software is not intended as investment advice,
as an offer or solicitation of an offer to sell or buy, or as an endorsement,
recommendation or sponsorship of any company or stock. Licensee bears
responsibility for his/her own investment research and decisions, and should
seek the advice of a qualified securities professional before making any
investment. For more information regarding online financial information, please
visit:
www.sec.gov/investor/pubs/cyberfraud.htm
Licensor does not
receive any fee, consideration, or compensation for the stocks analyzed by the
Licensed Software. Licensee is solely
responsible for choosing the stocks they analyze with the TradersFreedom
Software. QFM, our employees,
consultants, or independent contractors are not financial analysts, investment
brokers, or financial advisors. Licensor
expects Licensee to know his/her own investment goals and their attendant
risks. This Limited Warranty gives Licensee specific legal rights; you may have
others, which may vary, from state to state. Some states do not allow the
exclusion of incidental or consequential damages, or the limitation on implied
warranties; some of the above may not apply to you. This limited Warranty,
Disclaimer and Limitation of Remedy is, to the extent not controlled by Federal
Law, governed by the laws of the State of Delaware.
14.
Entire Agreement and Survivability: THIS AGREEMENT IS THE COMPLETE
AND EXCLUSIVE STATEMENT OF LICENSOR'S OBLIGATIONS AND RESPONSIBILITIES TO
LICENSEE AND SUPERSEDES ANY OTHER PROPOSAL, REPRESENTATION, OR OTHER CONTEMPORANEOUS
ORAL OR WRITTEN COMMUNICATION BY OR ON BEHALF OF LICENSOR RELATING TO THE
SUBJECT MATTER HEREOF. The terms
of this Agreement shall survive any termination or expiration of this
Agreement.
15. Risk Statement: Licensor makes no assurances, guarantees, or
warranties that the Licensed Software will result in profits to the
Licensee. Licensee agrees and
acknowledges that PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE
RESULTS.