WEALTHCHARTS IS NOT A COMMODITY TRADING ADVISOR (CTA), A FUTURES CLEARING MERCHANT (FCM), OR A BROKERAGE. WE AT WEALTHCHARTS LLC ARE NOT FINANCIAL ADVISORS OR REGISTERED ANALYSTS. WEALTHCHARTS PROVIDES A FRONT END THAT CAN BE USED TO EXECUTE TRADES USING INTEGRATIONS WITH ESTABLISHED BROKERS. YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS OF THIS LEGAL DOCUMENT BEFORE USING THE CHARTING SOFTWARE FOR LIVE OR SIMULATED TRADING. BY CLICKING “SUBMIT” AFTER CHECKING THE BOX NEXT TO “I AGREE TO THE TRADING DISCLAIMER”, TYPING IN YOUR NAME, ENTERING TODAY’S DATE, AND BY USING THE CHARTING SOFTWARE, YOU ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE AGREEMENT, THEN CLICK THE “CANCEL” BUTTON AND DO NOT USE THE CHARTING SOFTWARE. IF YOU ARE AN EMPLOYEE USING THE SOFTWARE IN THE COURSE OF YOUR EMPLOYMENT, THEN YOU REPRESENT THAT YOU ARE DULY AUTHORIZED TO EXECUTE THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER (AND THROUGHOUT THIS AGREEMENT “CUSTOMER” SHALL REFER TO BOTH YOU AS AN INDIVIDUAL AND YOUR EMPLOYER, AS APPLICABLE). THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND LICENSOR, AND, WITH THE EXCEPTION OF A SEPARATE LICENSE AGREEMENT, IF ANY, ENTERED INTO BY YOUR EMPLOYER AND LICENSOR, BETWEEN YOUR EMPLOYER AND LICENSOR.
Subject to the terms and conditions of this Agreement, WealthCharts LLC, (“Licensor”) grants to you (“Customer”) the non-exclusive and non-transferable license (“License”) to use, only in the form provided, this copy of Licensor software in object code form only (“Software”) solely for Customer’s internal business purposes.
All rights to and in the Software, including, but not limited to, patents, copyrights, trademarks and trade secret rights, are held solely by Licensor or its grantors and Licensor or its grantors hold title to each copy of the Software. The Software is protected by United States copyright laws, international treaty provisions and all other applicable national laws.
Customer may not, nor shall it permit any third party or employee to modify, change or alter in any way the Software including, without limitation, decompiling, disassembling, reverse engineering, creating derivative works or otherwise translating the Software. Customer may not disclose, lease, sublicense, transfer, or otherwise make available the Software in any form or manner, including, without limitation, in a service bureau, rental or time-sharing environment, to or for the benefit of any third party, or utilize the Software for other than internal purposes, without the prior written consent of Licensor. The Software may not be exported or re-exported. This Agreement, and all of Customer's and Affiliates’ rights in the Software, shall automatically terminate in the event of a breach by Customer of any of the foregoing.
3. Confidential Information
Customer acknowledges and agrees that the Software contains substantial proprietary and confidential information of WealthCharts (“Confidential Information”). As used herein, “Confidential Information” shall mean the Software and any associated documentation, all intermediate or partial versions thereof, including, without limitation, ideas, concepts, know-how, algorithms, processes, techniques, specifications, program materials and methodologies embodied in or related to the Software. Customer agrees to exercise the same degree of care and protection with respect to Confidential Information of WealthCharts that Customer would exercise with respect to Customer’s Confidential Information of like kind, but in no event shall it exercise less than due diligence and care. Customer agrees to use the Confidential Information only for purposes permitted under this Agreement. Customer agrees to: maintain the Confidential Information in confidence and not to directly or indirectly disclose, copy, distribute, republish, disseminate or allow any third party to have access to the Software, including any copy thereof, or the Confidential Information embodied therein, whether in whole or in part, to any person who (a) is not a licensed user under this Agreement and (b) is not legally bound to maintain the proprietary and confidential nature of such materials and information; and, to limit the use and copying thereof as required by this Agreement. In the event of an actual or threatened breach of this Section, WealthCharts will have no adequate remedy at law and will be entitled to immediate and injunctive and other equitable relief, without bond and without the necessity of showing actual money damages.
4. Disclaimer of Warranties
THE SOFTWARE IS LICENSED ON AN "AS IS" BASIS WITHOUT ANY WARRANTY. ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED. Licensor does not warrant that the Software will meet Customer’s requirements or that the operation of the Software will be uninterrupted or error-free. Licensor reserves the right to amend the content on the Licensor's website and software at any time, without prior notice. The Licensor has taken all reasonable measures to provide its customers with accurate information only, however, the degree of such accuracy is absolutely not guaranteed. The Customer understands and accepts that the Licensor bears no responsibility for the losses or damages of any kind, arising from the information, received from the Company's website, directly or indirectly. The Company does not warrant that any provided services and/or the trading platform are not subject to interruption or error. Due to the significant number of internet connections and pieces of hardware involved for WealthCharts, it’s partners, and it’s partners partners, to make this kind of web-based software operational, it is in fact likely that users will experience operational failures, downtimes, or other technical difficulties that could result in the loss of money if live trading or to experience inconveniences or temporary lack of access. The services and trading facilities are provided "AS IS" without any representation or warranty.
5. Limitation of Liability
LICENSOR SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, OR SAVINGS, TRADING LOSSES, LOSS OF DATA, HARDWARE-RELATED LOSSES, BUSINESS INTERRUPTION, DOWNTIME, COVER, OR FOR ANY CLAIM BY ANY THIRD PARTY, OR FOR ANY DAMAGES OR PENALTIES RESULTING FROM ANY VIOLATION OF ANY EXPORT REGULATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSOR MAKES NO WARRANTY THAT ORDERS PROCESSED THROUGH USE OF THE SOFTWARE WILL BE PROPERLY EXECUTED. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING THAT ALL SUCH ORDERS HAVE BEEN DULY EXECUTED. CUSTOMER AGREES THAT NEITHER LICENSOR, NOR ANY EMPLOYEE, OFFICER, OR AGENT OF LICENSOR, SHALL BE LIABLE FOR ANY LOSS, DAMAGE, COST, OR EXPENSE WHATSOEVER, DIRECT OR INDIRECT, REGARDLESS OF THE CAUSE, WHICH MAY ARISE OUT OF OR BE IN ANY WAY RELATED TO THE USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO: (I) ANY FAULT OR FAILURE IN THE DELIVERY OR OPERATION OF THE SOFTWARE, REGARDLESS OF THE CAUSE OF SUCH FAULT;
(II) THE SUSPENSION OR TERMINATION OF, OR THE INABILITY TO USE, ALL OR PART OF THE SOFTWARE, OR ANY INACCURACIES OR OMISSIONS IN ANY INFORMATION OR DOCUMENTATION PROVIDED, REGARDLESS OF THE CAUSE THEREOF; (III) THE ERRONEOUS TRANSMISSION OF DATA OR THE TRANSMISSION OF ERRONEOUS DATA; (IV) ANY FAILURE OR DELAY SUFFERED OR ALLEGEDLY SUFFERED BY CUSTOMER IN CONCLUDING TRADES, HOWEVER CAUSED; (V) THE TERMINATION OF ALL OR PART OF THIS AGREEMENT BY LICENSOR AS PROVIDED IN THIS AGREEMENT; OR THE FOREGOING SHALL APPLY REGARDLESS OF WHETHER A CLAIM ARISES IN CONTRACT, TORT, NEGLIGENCE, STRICT
LIABILITY OR OTHERWISE, AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ASSUMES ALL LIABILITIES AND RISKS ASSOCIATED WITH THE USE OF THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, THE EXECUTION OF ORDERS BY CUSTOMER THROUGH THE SOFTWARE. CUSTOMER FURTHER AGREES THAT NONE OF THE EXCHANGES OR VENDORS, THEIR OFFICERS, EMPLOYEES, AFFILIATES, CUSTOMERS OR THIRD PARTY PROVIDERS WARRANTS THE ACCURACY COMPLETENESS, TIMELINESS, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY OF ANY INFORMATION TO WHICH CUSTOMER HAS ACCESS THROUGH THE SOFTWARE.
6. Indemnification by Customer
Customer will defend, indemnify and hold harmless Licensor and its employees, officers, directors, agents and independent contractors from, and hold them harmless against, any claim, damage, loss, cost, or liability (“Claims”) arising from or in any way relating to: (a) the use by Customer or by others on Customer's premises of any of the Software, or related materials; (b) Customer's data or information; (c) any and all regulatory actions, suits, arbitrations, causes of action, claims, counterclaims, fines, judgments or the defense of any such proceedings, arising from or in any way relating to the use by Customer of the Software; (d) errors or unauthorized or negligent transactions by Customer or through the use of Software; (e) any breach of a covenant made by Customer in this Agreement; (f) any claim by any third party, including but not limited to persons for whom Customer executes trades, based on or arising out of the Software or Customer’s use thereof; or (g) any wrongdoing, act or omission of Customer.
7. Agreement To Arbitration
Customer agrees to waive their right to file a lawsuit as a result of any dispute arising out of or related to this agreement, Customer shall be subject to binding arbitration, not to a lawsuit filed in court. Customer expressly agrees that any action relating to this Agreement, including arbitration, shall be instituted and prosecuted in, and subject to the jurisdiction of, the Courts of Walworth County, Wisconsin. Customer specifically consents to extraterritorial service of process. Any application of the United Nations Convention on Contracts for the International Sale of Goods is hereby disclaimed.
Any attempt to sublicense, assign or transfer any of the rights, duties or obligations of Customer under this Agreement shall be void. No action by Customer arising out of any breach or claimed breach of this Agreement may be brought more than 90 days after Customer knew or reasonably should have known of the breach or claimed breach. No term or provision of this Agreement shall be deemed waived or any breach excused, unless such waiver or consent shall be in writing and signed by the party claimed by the other to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach. If any term or provision of this Agreement shall be found to be illegal or unenforceable, then notwithstanding such illegality or unenforceability, this Agreement shall remain in full force and effect and such term or provision shall be deemed to be deleted.
9. Electronic Trading and Communication
Trading through any online system involves substantial risk. The WealthCharts Mobile/Web Application allows for trading execution that is generally completed through the Company’s trading application via integrated brokerage partners. Trading on an electronic trading system differs from trading in the open outcry market. If the Client undertakes transactions on the electronic trading system, they will be exposed to risks associated with the system including the failure of internet connection, hardware, and/or software. The Company is not liable for any losses, damages, or expenses, caused by the Client using a platform version, different from the version, available on the Company website. The Company’s order entry system provides immediate transmission of Client's irrevocable instruction, once the Client enters the notional amount and clicks “Buy/Sell”. There is no “second look” at transmission. As a result of any system failure, the Client’s order may be either not executed according to the Client’s instructions or not executed at all. The Client acknowledges and understands that the use of trading through the WealthCharts application entails risks, including, but not limited to, interruption of service, system or communications failure, delays in service, and errors in the design or functioning of such Systems (collectively, a “System Failure”) that could cause substantial damage, expense or liability to the Client. The Company makes no representation or warranty of any kind, express or implied, with respect to the selection, design, functionality, operation, title, or non-infringement of any trading system, and makes no express or implied warranty of merchantability or fitness for a particular purpose, title and/or non-infringement, and specifically disclaims any implied warranty with respect thereto. Without limiting the foregoing, the Company expressly disclaims any representation that any system will operate uninterrupted or be error-free.
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