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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.

 


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