IMPORTANT-READ CAREFULLY: This License Agreement (the "Agreement") is a legal contract between you (the "Licensee") and Modulus Informatics, Inc., an Arizona Corporation ("MODULUS") for the use of a MODULUS product or service, which may include proprietary data, market signals and any supplied enhancements, updates or other modifications created and supplied by MODULUS and any training videos, user manuals or other documents or media supplied by MODULUS (the "Service").
UPON EXECUTION OF THIS AGREEMENT, OR BY USING THE SERVICE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SERVICE.
a) License Grant. Subject to the terms and conditions of this Agreement, MODULUS grants Licensee a non-exclusive, non-transferable license to use the Service ("License").
b) Authorized Use. Depending on the type of license, the authorized and limited use of the Service is as follows:
Basic Membership License: Under Basic Membership, Licensee may use the Service for non-commercial use only. Licensee may not place trades based on the supplied market signals provided by the Service. The Service may be used on up to five (5) stock symbols for educational use only. Licensee may not redistribute or resell the Service. Other restrictions may apply.
Professional Membership License: If Licensee purchased a Professional Membership License, Licensee may use the Service to trade market signals for one (1) account only. The account may belong to any company, hedge fund or personal account. Brokerages and fund managers are required to purchase a separate license for each individual account that utilizes the Service. Licensee may NOT redistribute the Service.
The above licenses may carry additional terms, limitations, restrictions or rules if implied in the marketing material at the time of purchase.
2. RESTRICTIONS ON USE
expressly provided in this Agreement, Licensee shall not copy, transfer, rent,
lease, lend, modify, translate, sublicense, time-share, electronically transmit
or receive the data, market signals, media or documentation or share or provide
the Service to a third party in any form. Licensee will not perform screen
captures, disassemble, decompile or reverse engineer the Service or attempt to
do the same. Licensee also will not permit or assist any third party to
disassemble, decompile or reverse engineer the Service.
LICENSEE MAY NOT, UNDER ANY CIRCUMSTANCE, REDISTRIBUTE THE SERVICE OR USE THE SERVICE FOR MORE THAN THE NUMBER OF TRADING ACCOUNTS OUTLINED IN SECTION 1.
LICENSEE MAY NOT, UNDER ANY CIRCUMSTANCE, COPY THE DATA OR MARKET SIGNALS OR PERFORM SCREEN CAPTURES OF THE SERVICE.
Licensee agrees that the data and market signals will not be disclosed or provided to any 3rd party, whether such 3rd party is an employee or independent contractor, who is not listed as a in this agreement or who has not agreed to the terms of this License agreement.
Licensee acknowledges that violation of this provision would subject MODULUS to irreparable harm for which monetary damages would be an insufficient remedy. Accordingly, Licensee agrees that in the event of a violation of this provision, MODULUS shall be entitled, in addition to its legal remedies, to such equitable relief, including injunctive relief, as may be appropriate in the circumstances.
This provision and the obligations of Licensee hereunder shall survive the termination of this agreement.
3. TERM AND TERMINATION
This Agreement is effective until terminated ("Term"). Licensee may terminate this Agreement by discontinuing the Service and destroying all data and market signals. This license and the rights granted hereunder will automatically terminate upon your breach of any of the terms and conditions of this Agreement. Upon termination of this Agreement for any reason, the License will terminate immediately and Licensee is required to immediately cease using the Service. Licensee agrees that MODULUS will have no liability to Licensee for any restriction or termination of License or refund of monies paid for the License pursuant to such violation. LICENSEE AGREES THAT IF MODULUS TERMINATES THE LICENSE AS A RESULT OF LICENSEE’S VIOLATION OF THIS AGREEMENT, LICENSEE FORFEITS ANY RIGHT TO A REFUND OF ANY LICENSE PAYMENTS.
a) Licensee shall not own, manage, operate, consult or be employed in a business substantially similar to that of MODULUS or Wall Street Birds. Licensee shall not use the Service to develop competing products or services. Licensee shall not resell, rent, lease or distribute the data or market signals in any way that would cause Licensee to be a Competing Business or facilitate a Competing Business.
b) During the Term and for a period of two years after the termination of this Agreement (the "Non-Solicitation Period"), Licensee shall not, directly or indirectly, hire any employee or independent contractor of MODULUS or induce or attempt to influence any employee or independent contractor of MODULUS to terminate his or her employment or engagement with MODULUS.
c) Licensee expressly acknowledges that the restrictive provisions contained in this section are reasonable and necessary for the protection of MODULUS’s legitimate business interests, that such restrictions impose no undue burden upon Licensee and that the enforcement of such restrictions will not cause Licensee to be deprived of the ability to earn a livelihood.
The provisions of this section shall survive the termination of this Agreement.
5. PROPRIETARY RIGHTS AND INTELLECTUAL PROPERTY
MODULUS and Licensee agree that the Service, including without limitation the proprietary data, market signals, all design, text, images, white papers, press releases and other information, and to the names and logos of MODULUS, Wall Street Birds and all related product and service names, design marks and slogans, are and shall remain the sole and exclusive property of MODULUS or are used under license from the copyright owner, including all applicable rights to patents, copyrights, trademarks, trade secrets or other proprietary or intellectual property rights inherent therein or appurtenant thereto ("Proprietary Rights"). All such Proprietary Rights are protected under United States and International copyright laws. All rights not expressly granted to Licensee by this Agreement are reserved to MODULUS. Licensee understands that MODULUS is not affiliated with Twitter or any other social media service in any capacity.
Licensee acknowledges and agrees that the structure, sequence and organization of the web site that the Service is hosted on and the API (application programming interface) contain valuable trade secrets belonging to MODULUS and Licensee agrees to hold such trade secrets in strict confidence.
The Service may not, except under written license from MODULUS, be copied, reproduced, transmitted, displayed, performed, distributed, rented, sublicensed, altered, stored for subsequent use or otherwise used in whole or in part in any manner without MODULUS's prior written consent, except to the extent that such use is authorized under the United States copyright laws or this agreement. MODULUS trademarks, logos, images, and service marks used in the Service are the property of MODULUS and may not be used without permission from MODULUS and then only with proper acknowledgment.
This provision shall survive the termination of this Agreement.
6. NO REPRESENTATIONS OR WARRANTIES
MODULUS assumes no responsibility for, and makes no representations with respect to, the accuracy of the Service. Therefore, all data and market signals displayed by the MODULUS Service are presented "AS IS" and MODULUS EXPRESSLY DISCLAIMS ANY IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RELATING TO SUCH MATERIAL. THE SERVICE AND ANY DOCUMENTATION ARE PROVIDED "AS IS". MODULUS MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE AND ANY DOCUMENTATION PROVIDED ARE FREE OF ERRORS OR VIRUSES OR THAT THE SERVICE AND DOCUMENTATION ARE SUITABLE FOR LICENSEE’S INTENDED USE.
This provision shall survive the termination of this Agreement.
7. LIMITATION OF LIABILITY
IN NO EVENT SHALL MODULUS OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF DATA OR DATA BEING RENDERED INACCURATE, LOSS OF PROFITS OR REVENUE, OR INTERRUPTION OF BUSINESS IN ANY WAY ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE SERVICE AND/OR DOCUMENTATION, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF ANY REPRESENTATIVE OF MODULUS OR ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER OF LIABILITY FOR DAMAGES WILL NOT BE AFFECTED BY ANY FAILURE OF THE SOLE AND EXCLUSIVE REMEDIES HEREUNDER.
This provision shall survive the termination of this Agreement.
8. RETURN POLICY
No refunds shall be made for the Service. Due to the nature of the business whereby valuable data and market signals may be provided to the customer, all credit card charge backs are investigated, and if found fraudulent, will promptly result in severe civil and criminal prosecution indifferent of the significance of the credit card charge back or payment fraud.
9. COMMODITY FUTURES TRADING COMMISSION DISCLAIMER AND SEC DISCLOSURE
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 subsequently achieved by any particular trading program. One of the limitations 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 affect 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 performance results and all of which can adversely affect actual trading results.
SEC Disclosure: MODULUS does not promote stocks in the Service or on the web site. MODULUS does not receive any compensation from companies whose stocks appear in the Service or on the web site and MODULUS has no financial interest in the outcome of any stock trades mentioned therein.
Each time that you visit the Site, use the API, or use the Service, our web servers automatically recognize your IP address and the web page from which you came. Your IP address is used to help identify you. We also use your IP address to help diagnose problems with our servers, to administer the Site and to better serve you in using the Service. The email address that you provide during registration remains your property, but by submitting your email address to us you grant us the right, subject to applicable state and federal law, to use the email address for marketing purposes. We may use your email address for any promotion-related purpose, and/or marketing and survey purpose, on our own behalf and on behalf of our affiliates and subsidiaries.
11. GOVERNING LAW
The internal laws of the State of Arizona, without reference to any choice of law provisions, shall govern any claims relating to MODULUS or this Agreement. MODULUS may: (a) revise the terms and conditions of this Agreement; (b) revise its license billing rates and surcharges; and (c) modify the services provided under this Agreement at any time. Any such revisions and modifications shall be binding and effective immediately on posting the revised Agreement on MODULUS's web site, or on notification to Licensee by e-mail or United States mail.
This license agreement shall be binding on, and inure to the benefit of, the parties hereto and their respective heirs, administrators, legal representatives, successors, and assigns. Licensee shall not, without the prior written consent of MODULUS, assign any of their rights, powers, duties, or obligations hereunder. Licensee agrees to pay reasonable attorneys' fees and all other costs and expenses which may be incurred by MODULUS in the enforcement of this License Agreement. MODULUS’s rights hereunder shall be cumulative of any and all other rights that MODULUS may have against Licensee.