SUBSCRIBER SERVICE AGREEMENT
This Subscriber Service Agreement (the "Agreement") sets forth the terms and conditions under which Expert Traders, Inc. (hereinafter "Expert Traders"), will make available to you, the subscriber (hereinafter "Subscriber"), on-line trading advice regarding the S&P 500® stock index.
1.0 ACCESS RIGHTS
DURING THE TERM OF THIS AGREEMENT, EXPERT TRADERS HEREBY GRANTS SUBSCRIBER A NON-TRANSFERABLE USER NAME, PASSWORD, AND A LICENSE TO USE SUCH USER NAME AND PASSWORD FOR ACCESS TO ON-LINE TRADING ADVICE PUBLISHED ON THE SPTRADING.COMTM INTERNET SITE.
2.0 APPLICATION PROCESS
Subscriber acknowledges and accepts the terms of this agreement by submitting an application to Expert Traders. Once Subscriber's application is accepted, Expert Traders will activate Subscriber and assign Subscriber a user name and password that will allow Subscriber access to on-line trading advice published on the Sptrading.ComTM Internet site. If any of the information provided to Expert Traders in the application changes, including, without limitation, Subscribers’ credit card information, Subscriber shall notify Expert Traders within five (5) business days of such change. Expert Traders reserves the right to decline any application for subscription for any reason.
Subscriber acknowledges that the on-line trading advice published on the Sptrading.ComTM Internet site is confidential and proprietary to Expert Traders. Subscriber agrees that the on-line trading advice published on the Sptrading.ComTM Internet site will be used solely by Subscriber for the purpose of personal investment. Subscriber is not authorized or permitted to furnish such information to any other person or firm for any purpose except as expressly provided herein. Subscriber understands and acknowledges that unauthorized dissemination of such information may result in the violation of the U.S. securities or commodities laws and applicable state statutes. Subscriber need not keep confidential any information which is already in Subscriber's possession, information that is or becomes generally available to the public other than as a result of an unauthorized disclosure by Subscriber, or information that becomes available to Subscriber from sources other than the Sptrading.ComTM Internet site or any other communications from Expert Traders. Subscriber shall be solely responsible for the security and use of Subscriber's user name and password. Subscriber agrees to keep confidential and not to divulge or deliver to any third party Subscriber's user name and password.
Subscriber consents to Expert Traders' disclosure of the information in Subscriber's application and any other information furnished by Subscriber to Expert Traders to any governmental, regulatory or self-regulatory authority as required by law or deemed necessary by Expert Traders.
4.0 INTELLECTUAL PROPERTY
Unless otherwise specified, Expert Traders and/or its affiliates owns all right, title and interest in and to the Sptrading.ComTM, service and Internet site, including all copyrights, patents, trademarks and other intellectual property rights attached therein or thereto. Nothing contained herein shall be construed as conferring on Subscriber, by implication or otherwise, any license or right to any copyright, patent, trademark, or other proprietary interest of Expert Traders, its affiliates or any third party. By its use of the Sptrading.ComTM, service or Internet site, Subscriber shall not obtain any right, title or interest to any copyright, patent, trademark or other proprietary interest attached therein or thereto.
Unless otherwise specified, the Sptrading.ComTM, Internet site content is protected by the United States Copyright Act of 1976, as amended, the copyright laws of other countries and the trade secret laws of the various states. Certain materials are used by permission of their respective owners. The materials provided in this service, including graphic images, buttons, and text, may not be copied, reproduced, republished, downloaded, posted, transmitted, or distributed in any way without the prior written permission of Expert Traders. Notwithstanding the foregoing, however, Subscriber may download, display, or print one copy of the materials on any single computer solely for Subscriber's personal home use, provided that Subscriber keep intact all copyright, trademark, and other proprietary notices. Modification of the materials or use of the Expert Traders’ materials for any other purpose is a violation of Expert Traders, its affiliates, or its third-party information providers' copyrights and other proprietary rights.
5.0 SERVICE FEES
In exchange for providing the Sptrading.ComTM, service and Internet site access to Subscriber, Subscriber agrees to pay Expert Traders, as applicable, a subscription fee plus any applicable sales and use taxes (to be charged on a timely basis to the credit card Subscriber indicates). Fees are to be prepaid in advance for a 90 or 30 calendar day subscription as applicable. Subject to the provisions of Section 1.0, Expert Traders may renew subscription at the end of each 90 or 30 day term, and will charge Subscriber based on the credit card information previously provided. Subscriber may decline to renew its subscription or provide alternative payment arrangements if written notice is received by Expert Traders three days prior to expiration of the subscription term. Expert Traders has the right to increase the subscription fee for the Sptrading.ComTM, service and Internet site access on 30 days advance written notice to Subscriber.
6.0 AMENDMENT; TERM; RENEWAL; TERMINATION
Expert Traders reserves the right to modify the terms of service set forth in this Agreement without obtaining Subscriber's approval. This Agreement shall continue in effect for one or three months and shall be renewed at Expert Traders' option for successive one or three month periods thereafter, unless sooner terminated as provided herein. Termination of this Agreement are final and are not subject to notice. If Subscriber terminates this Agreement, Subscriber will not be entitled to a refund. If Expert Traders terminates this Agreement, Subscriber will receive a pro-rated refund of its Service Fee based on the number of days remaining in the current subscription term. Subscriber will not be entitled to a refund if Expert Traders terminates this Agreement based on any failure by Subscriber or its agents to honor payment obligations under this Agreement, if Subscriber has violated any of its other obligations under this Agreement, or if Expert Traders believes Subscriber is distributing Subscriber's user name and password or misappropriating Expert Traders' intellectual property rights. Expert Traders may assign this Agreement at any time without prior notice to or consent from Subscriber.
SUBSCRIBER AGREES THAT USE OF THIS SERVICE INVOLVES THE RISK OF LOSSES WHICH MAY BE SUBSTANTIAL. ACCORDINGLY, USE OF THIS SERVICE IS AT SUBSCRIBER'S SOLE AND EXCLUSIVE RISK.
THE COMMODITY TRADING ADVICE PROVIDED BY EXPERT TRADERS MAY INCLUDE CALCULATIONS OF HYPOTHETICAL PERFORMANCE RESULTS WHICH COULD HAVE BEEN DERIVED BY EXECUTING TRADES RECOMMENDED BY THE SPTRADING.COMTM SYSTEM UNDER OPTIMAL MARKET CONDITIONS. HYPOTHETICAL PERFORMANCE RESULTS HAVE MANY INHERENT LIMITATIONS, SOME OF WHICH ARE DESCRIBED BELOW. NO REPRESENTATION IS BEING MADE THAT ANY ACCOUNT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE SHOWN. IN FACT, THERE ARE FREQUENTLY SHARP DIFFERENCES BETWEEN HYPOTHETICAL PERFORMANCE RESULTS AND THE ACTUAL RESULTS ACHIEVED BY ANY PARTICULAR PROGRAM. IN ADDITION, PAST PERFORMANCE IS NEVER A GUARANTEE FOR FUTURE RESULTS.
ONE OF THE LIMITS OF HYPOTHETICAL PERFORMANCE RESULTS IS THAT THEY ARE GENERALLY PREPARED WITH THE BENEFIT OF HINDSIGHT. IN ADDITION, HYPOTHETICAL TRADING DOES NOT INVOLVE FINANCIAL RISK, AND NO HYPOTHETICAL TRADING RECORD CAN COMPLETELY ACCOUNT FOR THE IMPACT OF FINANCIAL RISK IN ACTUAL TRADING. FOR EXAMPLE, THE ABILITY TO WITHSTAND LOSSES OR TO ADHERE TO A PARTICULAR TRADING PROGRAM IN SPITE OF TRADING LOSSES ARE MATERIAL POINTS WHICH CAN ALSO ADVERSELY EFFECT ACTUAL TRADING RESULTS. THERE ARE NUMEROUS OTHER FACTORS RELATED TO THE MARKETS IN GENERAL OR TO THE IMPLEMENTATION OF ANY SPECIFIC TRADING PROGRAM WHICH CANNOT BE FULLY ACCOUNTED FOR IN THE PREPARATION OF HYPOTHETICAL RESULTS.
THE SPTRADING.COMTM SERVICE PERFORMANCE RESULTS HAVE CERTAIN INHERENT LIMITATIONS BECAUSE, UNLIKE AN ACTUAL PERFORMANCE RECORD, (1) SIMULATED RESULTS DO NOT REPRESENT ACTUAL TRADING, AND (2), SINCE THE TRADE HAVE NOT ACTUALLY BEEN EXECUTED, THE RESULTS MAY HAVE UNDER-OR-OVER COMPENSATED FOR THE IMPACT, IF ANY, OF CERTAIN MARKET FACTORS, SUCH AS LACK OF LIQUIDITY.
THE SPTRADING.COMTM SERVICE WAS DESIGNED WITH THE BENEFIT OF HINDSIGHT, WHICH PERMITS AFTER-THE-FACT ADJUSTMENTS. THE COMMODITIES MARKETS ARE INHERENTLY UNPREDICTABLE AND, AT TIME, VOLATILE. NO SYSTEM CAN TAKE INTO ACCOUNT ALL FACTOR OR FUTURE EVENTS THAT MAY AFFECT COMMODITY PRICES. NO REPRESENTATION IS BEING MADE THAT ANY ACCOUNT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE SHOWN.
SPTRADING.COMTM HAS LITTLE OR NO EXPERIENCE IN TRADING ACTUAL ACCOUNTS FOR ITSELF OR FOR CUSTOMERS. BECAUSE THERE ARE NO ACTUAL TRADING RESULTS TO COMPARE TO THE HYPOTHETICAL PERFORMANCE RESULTS, CUSTOMERS SHOULD BE PARTICULARILY WARY OF PLACING UNDUE RELIANCE ON THESE HYPOTHETICAL PERFORMANCE RESULTS.
8.0 WAIVER OF DAMAGES; WARRANTY DISCLAIMER
NEITHER EXPERT TRADERS, ITS AFFILIATES NOR THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER. NONE OF THESE PARTIES SHALL BE LIABLE FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES, OF ANY KIND AND DESCRIPTION (INCLUDING INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES), RELATING TO THE ADEQUACY, ACCURACY, COMPLETENESS, TIMELINESS OR SUITABILITY OF ANY INFORMATION OR ADVICE ON THE SPTRADING.COMTM INTERNET SITE, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR OTHERWISE OR FROM THE QUALITY OF INFORMATION OR ADVICE ON THE SPTRADING.COMTM INTERNET SITE. THIS SERVICE IS BEING PROVIDED ON AN "AS IS" BASIS, AND EXPERT TRADERS DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND AS TO ANY MATTER WHATSOEVER RELATING TO THE SPTRADING.COMTM INTERNET SITE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. USE OF THE SPTRADING.COMTM SERVICE IS AT SUBSCRIBER'S SOLE AND EXCLUSIVE RISK. EXPERT TRADERS DOES NOT WARRANT OR INSURE THAT INFORMATION DISTRIBUTED THROUGH THE SPTRADING.COMTM INTERNET SITE WILL BE FREE FROM ERRORS, OMISSIONS, INTERRUPTIONS, DELETIONS, DELAYS, LOSSES OR DEFECTS, WHETHER HUMAN OR MECHANICAL OR WILL NEVER BE SUSPENDED OR TERMINATED.
Subscriber agrees that, if any of the foregoing limits on the liability of Expert Traders should be deemed invalid, ineffective or unenforceable and Subscriber sustains losses, costs (including court costs) or damages resulting from its use of the Sptrading.ComTM service, the entire liability of Expert Traders hereunder for damages, regardless of the form of the action, will not exceed the subscription fees paid to Expert Traders for Subscriber's use of the Sptrading.ComTM service.
Expert Traders is not responsible for and no judgment or warranty is made with respect to the content of any site to which Expert Traders may link to, including information on any such site regarding Expert Traders. Linking to other Internet sites is not an endorsement or recommendation for goods or services offered on such sites. Linking is not recommendation for the purchase or sale of stock issued by any such site's sponsoring organization, nor a recommendation regarding the services offered by any introducing broker, futures commission merchant, or other market participant.
Subscriber agrees to indemnify, defend and hold harmless Expert Traders, its affiliates and their respective officers, directors, agents and employees, from and against any and all damages, costs and expenses (including reasonable attorney's fees) arising as a result of Subscriber's use of the Sptrading.ComTM service or Subscriber's use or distribution of trading advice regarding the S&P 500® stock index originally published on the Sptrading.ComTM Internet site (including, but not limited to, use or distribution of such information by any third party to whom Subscriber has distributed such trading advice). This agreement of indemnity is in addition to, and will not limit or restrict, any other remedies which may be available to Expert Traders and shall survive any termination of this Agreement.
THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAW PRINCIPLES. THE PARTIES CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF FEDERAL OR STATE COURTS IN THE STATE OF NEW YORK FOR ALL DISPUTES ARISING OUT OF OR RELATING TO SUBSCRIBER'S USE OF THE SPTRADING.COMTM SERVICE AND INTERNET SITE.
Subscriber acknowledges that each has read all the terms of this Agreement, is authorized to enter into it, agrees to be bound by its terms and conditions and that it is the complete and exclusive statement of the agreement between the parties which supersedes all prior communications and agreements between the parties relating to the subject matter of this Agreement. The descriptive headings of this Agreement are inserted for convenience of reference only and do not constitute a part of and shall not be utilized in interpreting this Agreement.
The Sptrading.ComTM service is provided to subscribers subject to the terms governing this Agreement and Subscriber's use of this service constitutes consent to and agreement to abide by the terms of this Agreement.
Subscriber waives any legal representation and that it is Subscriber's understanding that each of the provisions herein are acceptable to Subscriber who has entered into this Agreement under his own free will.
The parties recognize and agree that if any provision herein is not enforceable for whatever reason, the other provisions of this Agreement remain in full force and effect. Subscriber has no right to transfer, assign, license or in any other way encumber the rights provided by Expert Traders herein.
If you have questions about this Agreement contact SPtrading.Com at: firstname.lastname@example.org
S&P 500® is a trademark of the McGraw-Hill Companies, Inc. and has been licensed for use by the Chicago Mercantile Exchange. Expert Traders Inc. has no affiliation with McGraw-Hill Companies, Inc.