Effective date: March 11, 2018
StockMetrix Terms of Service
Advanced Data Robots Limited, a private limited company of Ireland, ("StockMetrix", "us", "we", or "our"), operates a service (the "Service") that may be accessible on the STOCKMETRIX.NET website (the "Website") and/or through the STOCKMETRIX application (the "Mobile App"). Among other things, the Service may allow users to obtain information regarding financial markets and securities and communicate with other users of the Service, and the Website may allow users to communicate with one another (e.g., via chat rooms).
These StockMetrix Terms of Service (collectively, "Terms of Service") and any Additional Third Party Terms at the end of this document set forth the terms and conditions under which you may access and use the Service, whether via the Mobile App or the Website.
These Terms of Service apply to any user of the Service (each a "User" or "you"), including each User of an account issued for the Service (each a "User Account").
BY ACCESSING, REGISTERING WITH OR USING THE SERVICE, YOU AGREE TO THESE TERMS OF SERVICE, AND ACCEPT FULL RESPONSIBILITY FOR ANY LOSS RELATED TO INVESTMENT DECISIONS IN CONNECTION WITH YOUR USE OF THE SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE (WITHOUT MODIFICATION), YOU ARE NOT AUTHORIZED TO ACCESS, REGISTER WITH, OR USE THE SERVICE.
StockMetrix reserves the right to modify or change these Terms of Service at any time without prior notice to you. If StockMetrix modifies or changes these Terms of Service, it will also revise the "Effective Date" at the top of this page. The most current version of these Terms of Service can be reviewed on the Service. Your continued access to and/or use of the Service after StockMetrix posts any revised Terms of Service constitutes your agreement to any such revised Terms of Service.
PLEASE NOTE THAT, NOTWITHSTANDING ANYTHING CONTAINED IN THESE TERMS OF SERVICE OR ON THE SERVICE TO THE CONTRARY, THE SERVICE IS PROVIDED WITHOUT ANY WARRANTIES AND SUBJECT TO LIMITATIONS ON STOCKMETRIX’S LIABILITY. THESE TERMS ARE CONTAINED IN SECTIONS 10 AND 11 BELOW.
1. General Use and Restrictions.
1.1. License to Users. Conditioned upon and subject to your strict compliance with these Terms of Service, StockMetrix grants you a personal, non-exclusive, non-transferable, limited license to access and use the Service for personal, non-commercial purposes to access and comment upon information and materials provided on the Service, share content from the Service with others, and use other features of the Service made available to you (e.g., chat rooms), in each case (i) to the extent the applicable functionality is made available to you from time-to-time, and (ii) through the provided functionality of the Service, subject to earlier termination as set forth in these Terms of Service. Without limiting the generality of the foregoing, any data exported from the Service may only be used for personal research purposes.
1.2. Use of the Service. You agree not to enter or use the Service for any purpose that is not expressly permitted by these Terms of Service, or is otherwise unlawful. You further agree to comply with all applicable laws, statutes, ordinances, regulations, directives, contracts and licenses regarding your use of the Service.
1.3. Information Provided by You. If you provide any information to us, you agree to provide only true, accurate, current and complete information that we may use, process and transfer such personally identifiable information, and you assume all responsibility for dissemination and use of the information provided.
1.4. Restrictions. You agree not to, without first obtaining StockMetrix's express written permission, (a) use any of its trademarks as metatags on other web sites; (b) use the Service in any manner that is illegal or impairs the operation of the Service or its availability or usage by others; (c) display any part of the Service in frames (or any content via in-line links), and/or (d) reproduce, distribute, publicly display, or create derivative works of any content available via the Service, except as expressly provided in these Terms of Service. You further agree not to decompile, reverse engineer or disassemble any software or other products or processes accessible through the Service, and not to insert any code or product or manipulate the Service in any way that affects the user’s experience including, without limitation, taking any action that imposes, or may impose, an unreasonable or disproportionately large load on the Service. You further agree not to use any data mining, web crawlers, robots, cancelbots, spiders, Trojan horses, or any data gathering or extraction method in connection with your use of the Service except for customary search engines used in accordance with automated instructions directed to search engines and available on the Service.
1.5. Strategies and Content. All content and strategies generated within or using the Service are owned by StockMetrix and maybe used for analytics and other commercial purposes. To the extent that you have or acquire any rights in such content or strategies, you agree to assign, and hereby do assign, all right, title and interest in and to such content and strategies to StockMetrix.
1.6. Member Disputes. You are solely responsible for any interaction with other users of the Service. StockMetrix reserves the right, but shall have no obligation, to monitor disputes between you and any other users of the Service.
2. The Service.
2.1. General. Portions of the Service available to different Users may vary. For example, those with paid Subscriptions will have access to features unavailable to Users who do not have paid Subscriptions, and the features available to each Use with a paid Subscription will depend on the type of paid Subscription. You agree not to use or access, or attempt to use or access, any portion of the Service for which you are not intentionally given access to by us, as applicable.
2.2. Creating your User Account. You shall not select a username that is misleading or would suggest that you are someone who you are not; or (iii) use a username or password that is offensive or inappropriate. StockMetrix reserves the right to reject creation of a User Account based on StockMetrix’s inability to verify the authenticity of the User’s registration information or if StockMetrix, in its sole discretion, deems the relevant username offensive or inappropriate.
2.3. Access to your User Account. You may not authorize any other person to enter and/or use your User Account. Accordingly, you agree to protect your username and password by, among other things, keeping your username and password confidential. If, notwithstanding the foregoing obligation, you allow another party to use your username and/or password to access your User Account, you will be responsible for all use by that party using your User Account. You agree to (a) immediately notify StockMetrix of any unauthorized use of your password or any other breach or suspected breach of security, and (b) ensure that you exit from your User Account at the end of each session.
2.4. Suggestions. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service ("Submissions") provided by you to StockMetrix are non-confidential and shall become the sole property StockMetrix, and you agree to assign, and hereby assign, all rights, title and interest, including all intellectual property rights, in such Submissions to StockMetrix. StockMetrix shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
2.5. No Investment Advice. StockMetrix is an information service provider, and the Service is provided for educational and informational purposes only. Interpretation and use of the information and data provided through the Service—including any "positive" or "negative" signals or back-tested data—is at the User’s own risk. StockMetrix does not provide any investment advice and does not advocate or recommend the purchase or sale of any security or investment. Any "positive" or "negative" signals should not be interpreted as investment advice or a recommendation by StockMetrix to purchase or sell a particular security. StockMetrix is not registered as an investment adviser with any federal or state regulatory agency. The Service provides impersonal investment information that is not tailored to the specific investment needs or portfolio of any User. The Service does not provide any investment, tax or legal advice or opinion regarding the suitability, value or profitability of any particular security, portfolio or investment strategy. Investing in securities carries substantial risks, including the potential loss of the entire amount invested. Investing in securities, including stocks for which information is available through the Service, may not be suitable for you. You should always seek the assistance of investment and tax professionals before making any investment decision. While the Service permits you to back-test investment strategies, these back-tested strategies should not be relied upon to form the basis of any investment decision. It should not be assumed that an investment strategy that has worked well in the past will continue to work well in the future, or that a factor or set of factors that have been predictive of stock performance in the past will continue to be predictive of stock performance in the future. Past performance is no indication of future results. You acknowledge and agree that StockMetrix is not liable for any loss or damage resulting from your use of or reliance on the information provided by or through the service.
2.6. In consideration for the rights granted to you under these Terms, you authorize the Service to use the processor, bandwidth and storage hardware on your computer or other electronic in order to facilitate the operation of the Service.
3. User Content
3.1. "User Content" means content posted or otherwise submitted to or on the Service by a User. User Content includes, without limitation, all investment strategies, information, views, recommendations, and opinions submitted to the Service by Users.
3.2. License to User Content. By uploading or otherwise submitting User Content (including, without limitation, personally identifiable information) to the Service, you shall be deemed to grant to StockMetrix, its affiliates and related entities, a perpetual, royalty-free, irrevocable, worldwide, unrestricted, non-exclusive and fully transferable, assignable and sub-licensable license to (a) use, reproduce, modify, store, publish, adapt, translate, create derivative works from, and distribute such User Content (in whole or part) as part of your User Account and in the course of providing the Service, (b) display such User Content (in whole or part) as part of your User Account and in the course of providing the Service, and (c) distribute such User Content to third parties, all in accordance with the preferences specified by you via the Service.
You further represent and warrant to StockMetrix that you have the right to upload or otherwise submit such User Content to us and to grant StockMetrix the licenses granted in this section, and that such User Content does not infringe, misappropriate or otherwise violate a privacy right or copyright, trademark, or any other intellectual property right of another.
3.3. No Liability for User Content. You are solely responsible for any User Content that you submit to the Service. We shall not be liable for the use or misuse of any such User Content, including without limitation any personally identifiable information. You acknowledge that we have no obligation to screen User Content uploaded to the Service. StockMetrix may refuse, remove or disable any content, including User Content, that is available via the Service. Without limiting the generality of the foregoing, we may remove any User Content submitted to the Service that you opt to display publicly and that StockMetrix, in its sole discretion, deems abusive, defamatory, obscene, unlawful or otherwise unacceptable.
3.4. Restrictions on User Content. You agree not to post any User Content to the Service that (a) is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane, false, hateful, indecent or otherwise objectionable to StockMetrix in its sole and absolute discretion, (b) contains false, fraudulent, deceptive or misleading statements, (c) infringes, misappropriates or otherwise violates a copyright or trademark, or any other intellectual property right of another, (d) violates the privacy rights of another, or (e) violates any municipal, state or federal law, rule, regulation or ordinance of any nation, or attempts to encourage such violation.
3.5. Caution Regarding User Content. Users may post User Content to the Service that includes investment strategies, views, information, recommendations and opinions of those Users. StockMetrix does not endorse or recommend any investment strategies, views, information, recommendations or opinions submitted or expressed by Users. StockMetrix does not screen, review, or edit User Content. However, StockMetrix may monitor or remove any User Content from the Service at any time without notice. Please be aware that other Users may be submitting User Content through the Service for their own personal gain, and User Content may be deceptive, misleading, or erroneous. Accordingly, please approach any User Content with appropriate skepticism and do not rely on User Content in making investment decisions.
4. Fees and Payment.
4.1. Free Trials. StockMetrix may, in its sole and absolute discretion, offer a free trial to use the Service. In the event that it does so, it reserves the right to terminate such free trial or modify the free trial at any time, without prior notice or liability to you.
4.2. Fees. Unless we agree otherwise in writing, you shall pay to StockMetrix or the applicable payment processor any fees due as set forth on the Service, as may be changed from time-to-time. The fees may include Subscription fees and/or fees for other purchases made when using the Service (e.g., in-app purchases).
4.3. Credits. In some circumstances, StockMetrix may issue a credit to you, which may be used only to make purchases when using the Service (and may not be redeemed for cash). For example, in the event that another User purchases information about any investment strategy that you have input into the Service, we may provide a refund based on the amount paid by the other user.
4.4. Taxes. All amounts payable under these Terms of Service are exclusive of all sales, use, value-added, withholding, and other taxes and duties. You will promptly pay, and indemnify StockMetrix against, all taxes and duties assessed in connection with (a) any such amounts, (b) these Terms of Service, and (c) performance hereunder by any authority within or outside of the U.S., except for taxes payable on StockMetrix’s net income.
4.5. Payments. You shall make all payments via credit card, debit card or by other means that we or the applicable payment processors may permit from time-to-time.
4.6. Credit Card Payments. If you designate a credit card or debit card to make payments, you hereby agree that the applicable payment processor is authorized to charge your designated card on the applicable due date. If StockMetrix (or its applicable payment processor) does not receive payment from the applicable card issuer or its agents, your Subscription may be cancelled and/or other features of the Service agree to pay all amounts due immediately upon demand. (You agree to keep the information regarding your designated card and billing address updated at all times.)
5. Term and Termination.
5.1. General. Unless we agree otherwise in writing, the term of a paid subscription to use the Service ("Subscription") shall commence on the date you purchased and paid for such subscription and shall continue for one (1) month or one (1) year, depending on which option you select (the initial one month or one year period, as applicable, is the "Subscription Period"); subject, however, to renewal and earlier termination as provided herein. Upon the expiration of the Subscription Period and each Renewal Period, if any, the term of the Subscription shall automatically renew for successive periods of one (1) month (if your initial Subscription Period was one month) or one (1) year (if your initial Subscription Period was one year) each (each such one month period is a "Renewal Period") unless you "unsubscribe" via the Service.
5.2. Termination by User. You may cancel your Subscription by using the Service to "unsubscribe". Subject to the further provisions of this Section 5, any such termination by you shall be effective at the end of the then current Subscription Period or Renewal Period, as applicable.
5.3. Termination or Suspension of Subscription by Us. StockMetrix may, in its sole discretion, terminate or suspend your Subscription, at any time, with or without notice and for any reason (or no reason) including, without limitation, for non-payment or delinquency in payment of any fees, or if we believe that you are infringing, or have infringed, the intellectual property rights of others or are aiding or threatening, or have aided or threatened, such infringement. Any termination by us shall be effective on the date specified in such notice or, if no date is provided, shall be effective immediately. You agree that, if your Subscription is terminated, you will not thereafter enter, or attempt to enter, the Service, directly or indirectly, and if your Subscription is suspended, you will not thereafter enter, or attempt to enter, the Service, directly or indirectly, until your suspension is removed and StockMetrix gives you express notice thereof.
5.4. Effect of Termination. Upon termination of your authorization to access and/or use the Service, (a) you lose access to the Service, and (b) StockMetrix may, in its sole discretion, delete all information and content in your User Account (including, without limitation, all of your User Content). Notwithstanding the foregoing, StockMetrix reserves the right to retain and use such information and content as necessary to comply with its legal obligations, resolve disputes and enforce the Terms of Service. StockMetrix's termination of your authorization to access and/or use the Service may also bar you from any future use of the Service.
6. Termination and suspension of servoce.
6.1. Termination or Suspension of Access to and Use of the Service. StockMetrix may, in its sole discretion, terminate or suspend your access to, and/or use of, the Service, or any portion thereof, at any time, with or without notice and for any reason (or no reason) including, without limitation, if it believes that you are infringing, or have infringed, the intellectual property rights of others or are aiding or threatening, or have aided or threatened, such infringement. Any such termination shall be effective on the date specified in such notice or, if no date is provided, shall be effective immediately. You agree that if your authorization to access or use the Service is terminated, you will not thereafter enter, or attempt to enter, the Service, directly or indirectly, and if your authorization to enter the Service is suspended, you will not thereafter enter, or attempt to enter, the Service, directly or indirectly, until your suspension is removed and StockMetrix gives you express notice thereof.
6.2. Effect of Termination or Suspension. Upon termination of your Subscription or other any other termination of your right to access and/or use the Service, (a) you lose access to the Service, (b) StockMetrix may, in its sole discretion, delete all information and content in your User Account (including, without limitation, all of your User Content), and (c) you shall delete all information and content that you obtained from the Service. Notwithstanding the foregoing, StockMetrix reserves the right to retain and use such information and content as necessary to comply with its legal obligations, resolve disputes and enforce the Terms of Service.
7. Linking and third party dealings.
7.1. Links to External Sites. StockMetrix may provide hyperlinks to other web sites and Internet resources operated by parties other than StockMetrix. StockMetrix has no control over such sites and resources or their privacy policies. Such hyperlinks are provided for your reference and convenience only. The inclusion of hyperlinks to such web sites does not imply any sponsorship, affiliation or endorsement of the material on such web sites or with their operators. You acknowledge and agree that StockMetrix is not responsible for the content or operation of such websites.
7.2. Third Party Applications. Certain features of the Service may be made available via applications provided by third parties (each a "Third Party Application"). Your use of these Third Party Applications is subject to their terms of service.
7.3. Information from Third Parties. Much of the information available on the Service is from third parties (collectively, "Third Party Information"). StockMetrix shall not be responsible for any errors, omissions or changes related to Third Party Information, or any unavailability of such information.
7.4. Linking to the Service. Subject to the further provisions of this Section 8.2, StockMetrix welcomes links to the Service from other web sites. If StockMetrix demands that you not link to the Service, or any portion of the Service, you agree that you will not, directly or indirectly, link to the Service or such portion of the Service as directed in our demand, at any time after such demand is made.
8. Intellectual Property.
8.1. General. Except for User Content and content that is in the public domain, the Service and all content (including all text, photographs, videos, audio and graphics, and all content, including strategies, generated by the Service), as well as the selection and arrangement of the content, is owned by (or licensed to) StockMetrix or its suppliers and is protected by copyright, trade dress, trademark, unfair competition, and/or other laws and treaties of the United States and other countries and may not be used, copied or imitated in whole or in part except as expressly provided herein. Except as otherwise expressly provided in these Terms of Service, all rights in and to the Service and content are expressly reserved by StockMetrix.
8.2. Trademarks. STOCKMETRIX and the related logos are trademarks of StockMetrix, and may not be copied, imitated or used, in whole or in part, without StockMetrix’s prior written permission. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks and/or trade dress of StockMetrix or its licensors and may not be copied, imitated, or used, in whole or in part, without StockMetrix’s prior written permission.
8.3. Policy, Notices and Procedures Regarding Claims of Copyright Infringement. StockMetrix respects the intellectual property rights of others. If you believe that your work has been copied and is accessible on the Service in a way that constitutes copyright infringement, you may notify our agent as provided in this Section. Pursuant to Title 17, United States Code, Section 512(c)(2), StockMetrix designates Copyright Agent as its agent designated to receive notification of claimed copyright infringement ("Designated Agent"). The address of the Designated Agent is ABYLAI HANA 57/1, flat 20, Astana, 010000, Kazakhstan. The telephone number of the Designated Agent is 0077477722261. The email address of the Designated Agent is firstname.lastname@example.org.
We may terminate your use and access to the Service (including your User Account) if we believe that you are infringing the intellectual property rights of others or are aiding or threatening such infringement.
You hereby agree to indemnify, defend (with counsel reasonably acceptable to StockMetrix) and hold harmless StockMetrix and its affiliates, agents, officers, members, directors, employees, shareholders, information providers, suppliers and licensees and their respective successors and assigns (collectively, "Indemnified Parties") from and against any and all claims, damages, liability, costs, and expenses, including, without limitation, reasonable attorney’s fees and experts’ fees, incurred by any Indemnified Party in connection with any claim arising out of (a) your access and/or use of the Service, (b) any claim that any User Content, as applicable, misappropriates, infringes or otherwise violates any privacy or trademark, copyright, or other intellectual property right of any third party, and/or (c) any breach, or alleged breach, of any of these Terms of Service by you.
10. Disclaimer of Warranties.
You expressly acknowledge and agree that your use of the Service is at your sole risk. The Service is provided on an "AS IS", "WITH ALL FAULTS", and "AS AVAILABLE" basis.
StockMetrix makes no representations or warranties relating to the Service or any Third Party Applications including, without limitation, representations or warranties regarding the results from your use of the Service, or any representations or warranties that (a) they shall meet your requirements, (b) their operation will be uninterrupted or error free, (c) they will be secure or that any communications or other information provided will be confidential; or (d) any defects in the Service or Third Party Applications or in the information available via the Service or Third Party Application will be corrected, (e) information provided via the Service or any Third Party Application will be complete, accurate or provided in a timely manner, or (f) the Service will provide the correct sequencing of the market information and financial information (e.g., the time or day to which the relevant information is attributed). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STOCKMETRIX HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND/OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, REASONABLE CARE, AND/OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT STOCKMETRIX KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), IN EACH INSTANCE WITH RESPECT TO THE SERVICE AND EACH THIRD PARTY APPLICATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STOCKMETRIX FURTHER DISCLAIMS ANY AND ALL WARRANTIES, AND/OR REPRESENTATIONS OF QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICE AND EACH THIRD PARTY APPLICATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
11. LIMITATION OF LIABILITY.
IN NO EVENT SHALL STOCKMETRIX OR ITS LICENSORS BE LIABLE FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OR (B) INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THESE TERMS OF SERVICE, THE SERVICE AND/OR ANY THIRD PARTY APPLICATIONS, WHETHER FOR BREACH OF CONTRACT, IN TORT OR OTHERWISE, EVEN IF STOCKMETRIX IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE A REASONABLY FORESEEABLE CONSEQUENCE OF A BREACH OF THIS AGREEMENT OR A TORT THAT FALLS WITHIN THE SCOPE OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
Without limiting the generality of any other terms herein, you acknowledge and agree that StockMetrix will not be liable for any technical problems, system failures, malfunctions, communication line failures, equipment or software failure or malfunctions, system access issues, system capacity issues, high internet traffic demand, security breaches, unauthorized access to any information available via or input into the Service, other similar computer problems and defects, or for the failure of or damage or destruction to any computer system, data, records or any part thereof, or for delays, losses, errors or omissions resulting from the failure or mismanagement of any telecommunications or computer equipment or software.
You further acknowledge and agree that StockMetrix will not be responsible for any loss incurred by the user as a result of any error, flaw, failure or fault in the Service or any error/omission in connection with information provided via the Service (e.g., calculation/grading of indicators or strategies).
You acknowledge and agree that, to the extent permitted by applicable law, your sole and exclusive remedy for any problems or dissatisfaction with the Service, the Third Party Applications and/or the Third Party Application content is to uninstall any associated software and to stop using the Service, the Third Party Applications or the Third Party Application content.
In no event shall StockMetrix’s total liability to you for any damages arising out of or in any way connected with these Terms of Service or the Service, whether for breach of contract, in tort or otherwise, exceed the greater of (a) ten dollars ($10) or (b) the amount you paid to us, if any, during the three (3) month period immediately before the applicable claims arose.
12. Modifications to the Service.
For the avoidance of doubt, StockMetrix may modify, suspend, discontinue and/or restrict the use of all or any portion of the Service at any time for any reason (or for no reason) and without notice or liability. Without limiting the generality of the foregoing, StockMetrix may, in its sole discretion, cease providing information from third party sources or change the third party sources of such information.
PLEASE READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.
Any dispute arising out of or connected with the Service and/or these Terms of Service not resolved amicably between you and StockMetrix shall be resolved exclusively by binding arbitration as follows. You agree to give up your right to go to court to sue or seek relief from us.
• Arbitration shall take place in Delaware and shall be administered under the procedures established by the American Arbitration Association or as may otherwise be agreed upon by the parties.
• The party asserting the dispute (the "Petitioner") shall indicate an intent to commence arbitration hereunder by giving written notice of such intent to the other party (the "Respondent").
• If the Petitioner and Respondent are unable to resolve the dispute within 15 days following the receipt by the Respondent of the above notice, arbitration shall commence upon the delivery by the Petitioner to the Respondent of a petition complying with the Arbitration Rules of the American Arbitration Association (the "Rules") and setting forth at a minimum (i) the acts or omissions complained of, (ii) the section(s) of the terms and conditioned breached or otherwise involved, and (iii) the relief sought. The Respondent shall respond to such petition in conformity with such Rules and a counterclaim shall be permitted if timely filed and served.
• The arbitration shall be conducted by a single arbitrator in conformance with such Rules except that (i) the Petitioner and Respondent may provide any instructions to the arbitrator(s) which deviate from such Rules as the Petitioner and Respondent may mutually agree, and (ii) unless the Petitioner and Respondent mutually agree otherwise, they shall have the right to conduct discovery in any manner and to the extent authorized by the Federal Rules of Civil Procedure as interpreted by the Federal courts in Delaware.
• If the Petitioner and Respondent are able to agree upon a single arbitrator within 10 days following commencement of the arbitration, such individual shall serve as the arbitrator. If the parties cannot mutually agree upon the selection of an arbitrator within 10 days following commencement of the arbitration, the arbitrator shall be selected in accordance with the rules of the then effective Commercial Arbitration Rules of the American Arbitration Association.
With respect to any award in arbitration, the arbitrator:
• shall issue an award in writing which (A) sets forth findings of fact, (B) resolves each specific claim, (C) attaches a reasoned opinion, and (D) is signed by the arbitrator;
• may compel specific performance by the Petitioner or the Respondent of his or its respective obligations under the terms and conditions or award injunctive relief to restrain any breach of the terms and conditions by a Petitioner or Respondent, in each instance without the necessity of the Petitioner (A) alleging or proving damages as a result of the breach, or (B) posting any bond; provided, however, seeking or obtaining equitable relief shall not preclude a party to the arbitration from also seeking or obtaining an award for money damages in the arbitration;
• shall equitably allocate between the Petitioner and Respondent all (A) administrative fees and expenses of the arbitrator(s) and the arbitration, and (B) fees (including reasonable legal fees) and expenses incurred by the prevailing party in the arbitration.
Judgment upon an award in arbitration may be entered in any court of competent jurisdiction in the United States.
14. CLASS Action Waiver / Venue
PLEASE READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.
You agree that you will resolve any disputes or claim with StockMetrix on an individual basis, and that any claims arising out of or in connection with the Service and/or Terms of Service will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding. You further agree not to participate in any consolidated, class or representative proceeding brought by any third party arising out of or in connection with the Service and/or Terms of Service.
If any court or arbitrator determines that the preceding waiver is void or unenforceable or that arbitration can proceed on a class basis, then the dispute or claim will not be subject to arbitration.
For any dispute or claim that is not subject to arbitration, you consent to exclusive jurisdiction and venue in the federal courts sitting in the state of Delaware, unless no federal subject matter jurisdiction exists, in which case you consent to exclusive jurisdiction and venue in the state courts sitting in Delaware. You hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which you may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.
15. FORCE MAJEURE.
StockMetrix will not be liable for any failure caused, directly or indirectly, by flood, communications failure, extreme weather, fire, mudslide, earthquake, other natural calamity or act of God, interruption in water, electricity, acts of terrorism, riots, civil disorders, rebellions or revolutions, acts of governmental agencies or other legal authorities, quarantines, embargoes, malicious acts of third parties, labor disputes affecting vendors or subcontractors and for which StockMetrix is not responsible, or any other similar cause beyond the reasonable control of that part.
16. General Provisions.
The Terms of Service constitute the entire agreement between the parties with respect to the use of the Service and supersede all prior and contemporaneous agreements and understandings regarding such subject matter. Any proposed amendment to the Terms of Service shall only become effective upon the execution by both Parties of a written amendment that references these Terms of Service. The Terms of Service may not be supplemented, modified, amended, released, discharged or waived, in whole or in part, by you, except by an instrument in writing signed by each Party’s duly authorized representative. Without limiting the generality of the foregoing, nothing contained in any purchase order or similar document issued by you will in any way modify or add any additional terms or conditions to the Terms of Service. If any provision of these Terms of Service is declared or found to be illegal, unenforceable or void, then the invalid or unenforceable portion shall be modified in accordance with the applicable law as nearly as possible to reflect the original intention of the applicable provision, and the remaining sections of these Terms of Service shall remain in full force and effect. No right or remedy conferred by these Terms of Service is exclusive of any other right or remedy conferred herein or by law or in equity; rather, all of such rights and remedies are cumulative of every other such right or remedy and may be exercised concurrently or separately from time-to-time. StockMetrix may provide notice to you relating to these Terms of Service by sending an e-mail to your last known e-mail address, if any, your last known postal address, if any, or posting a notice on the Service, and any such notice shall be deemed given and received on the earlier of the day it is sent to you or the day it is posted on the Service. A printed version of these Terms of Service and of any notices given to you in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The failure of StockMetrix to insist upon or enforce strict performance by you of any provision of these Terms of Service shall not be construed as a waiver of any provision or right. If StockMetrix brings any suit against you to enforce these Terms of Service or otherwise in connection with your use of the Service, you agree that if StockMetrix prevails in such suit StockMetrix shall be entitled to recover all costs and expenses incurred in such suit including reasonable attorneys’ fees. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Service.
ADDITIONAL THIRD PARTY TERMS
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Copyright © 1999 - 2014, Thomson Reuters. All rights reserved. Thomson Reuters (Markets) LLC ("Thomson Reuters") and its affiliates are referred to below as "Thomson Reuters".
The "Information Product" is any data or service provided by Thomson Reuters. Thomson Reuters or its third party providers own and retain all rights, title and interest, including but not limited to copyright, trademarks, patents, database rights, trade secrets, know-how, and all other intellectual property rights or forms of protection of similar nature or having equivalent effect, anywhere in the world, in the Information Product and user is not granted any proprietary interest therein or thereto. The Information Product constitutes confidential and trade secrets of Thomson Reuters or its third party providers. Display, performance, reproduction, distribution of, or creation of derivative works or improvements from Information Product in any form or manner is expressly prohibited, except to the extent expressly permitted hereunder, or otherwise, with the prior written permission of Thomson Reuters.
User may use the Information Product for internal purposes only. User may copy, paste and distribute internally only an insubstantial amount of the data contained in the Information Product provided that: (a) the distribution is incidental to or supports user’s business purpose, (b) the data is not distributed by user in connection with information vending or commercial publishing (in any manner or format whatsoever), not reproduced through the press or mass media or on the Internet, and (c) where practicable, clearly identifies Thomson Reuters or its third party providers as the source of the data. Data will be considered in "insubstantial amount" if such amount (i) has no independent commercial value, (ii) could not be used by the recipient as a substitute for any product or service (including any download service) provided by Thomson Reuters or a substantial part of it.
To the extent that the Information Product contains any third party data referred to in the General Restrictions/Notices page set forth on http://www.thomsonreuters.com/datause, the terms set forth on such General Restrictions/Notices page shall apply to user.
User acknowledges that access to certain elements of the Information Product may cease or may be made subject to certain conditions by Thomson Reuters or upon the instructions of the third party provider of those elements. Upon termination or expiration of this user license, all rights granted hereunder shall immediately terminate and user shall cease to use the Information Product and delete or destroy all copies thereof in its possession or control.
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