TERMS AND CONDITIONS
May 3, 2021
Please read the following general website Terms and Conditions (these "T&Cs" or “Agreement”) carefully before accessing the www.traderscircle.com website whether online or through any mobile device or application (collectively referred to as the “Site”), before you register as a member, access any data on our Site, subscribe to our Services, as defined below, or interact with other users, members, customers or visitors (“Users”) of the Site so that you are aware of your legal rights and obligations with respect to the Site or Traders Circle Inc. and any of its affiliates, parents and subsidiaries (individually and collectively, "we," "us," “our” or "TRC").
IMPORTANT INFORMATION TO NOTE:
We reserve the right to add, change, modify, suspend or discontinue any portion of the Site or the Service(s) offered at any time. We may also impose limits on certain Services or features and/or restrict your access to parts of the Site or to the entire Site in our sole and absolute discretion and without notice or liability to anyone.
2.Services: The Site offers may both free and premium access Services to Users.
(a)Free Access: The Site may now or in the future offer its Users free limited time or trial access to Data Products free of charge to Users. The scope, access, and data available under such free limited time or trial access, shall be subject to change from time to time in TRC’s sole and absolute discretion.
In the event that you signed up, first accessed or created an account on the Site subject to or in accordance with any free, limited or other trial subscription period, please be aware that after that trial period expires, we may begin to bill your credit card account on a periodic (monthly) schedule for the premium services (based on your registration), unless you cancel your subscription prior to the end of the trial or free period. Please verify all terms associated with such a subscription to verify your obligations. You can always cancel your subscription by following instructions on the Site or by sending an e-mail to firstname.lastname@example.org.
(b) Premium Access: The Site shall offer premium access to its Data Products. Premium access may now or in the future be available via a monthly subscription. The Site’s subscription fees are explained to Users during the registration or purchase process and are subject to change from time to time at our absolute and sole discretion. Please note that any subscriptions or fees that are disclosed to you in the registration process are deemed part of this Agreement. You agree to pay TRC for all usage and/or subscription fees charged to your account, as per this Agreement. All charges will appear on your credit card bill.
(i)Subscription plans to the Services may consist of an initial period, for which there is a one time charge, followed by recurring period charges, as agreed to by you. By entering into this Agreement, you acknowledge that your subscription may have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation.
(ii)You may terminate your Account or premium access subscription at any time. TRC may submit periodic monthly charges to your credit card provider without further authorization from you until you provide prior notice to us that you have terminated this authorization. Such notice will not affect charges submitted before TRC could reasonably take action in response to your notice.
(iii)Your non-termination or continued use of the Services reaffirms that TRC is authorized to charge your account. TRC may submit those charges for payment and you will be responsible for such charges. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially subscribed to the Services.
(iv)Any changes are effective upon notice to You. Notice may be provided to You by posting such changes on the Site or by delivering such changes via electronic mail or any other means that we deem reasonable, in our sole and absolute discretion (“Notice”).
(v)Credit Policy: You may terminate your premium access subscription at any time. Upon termination, you will no longer be billed for future premium access subscription fees, as applicable. TRC, HOWEVER, WILL NOT REFUND ANY SUBSCRIPTION FEES TO YOU FOR ANY REASON WHATSOEVER.
3.Registration: In order to subscribe to our premium access Services, you will be required to create an account. You may never use someone else’s Account. You may also never grant anyone else access to your Account. When creating an account with the Site, you agree to provide accurate, current, and complete information about yourself ("Registration Data") as prompted by our registration form. Registration Data may include your e-mail address, user name, password, billing address, and credit card information. You also represent that we may rely on your Registration Data as accurate, current, and complete. You agree to maintain and update your Registration Data to keep it accurate, current, and complete. We reserve the right, in our sole and absolute discretion, to terminate your Account for inaccurate, untrue, deceptive, and/or incomplete Registration Data.
4. Username and Password: As part of the registration process, you will be asked to select a username (or using an email address) and password. We may refuse to grant to you any username, which in our sole and absolute discretion, is deemed to be invalid. Invalid usernames include, but are not limited to, usernames that are fashioned to impersonate another person, are protected by trademark law or other proprietary rights, are vulgar or otherwise offensive, or those that may cause confusion. These are only some examples of invalid usernames and we reserve the sole right, at our own discretion, to deem any username invalid at any time both during and after registration.
YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME, PASSWORD, AND ANY AND ALL PURCHASES, COMMUNICATIONS, AND OTHER ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. YOU AGREE NOT TO TRANSFER, SELL OR RESELL YOUR USERNAME AND/OR PASSWORD, OR OTHERWISE PROVIDE ACCESS TO THE SITE, THROUGH THE USE OF YOUR USERNAME AND PASSWORD, TO ANY THIRD PARTY.
If you have reason to believe that your Account is no longer secure, you must promptly change your password by updating your Account information and immediately notify us of the same by emailing us at email@example.com.
6.License to Use Data Products. As a User of the Site, you are granted a non-exclusive, non-transferable, revocable, and limited license to access and use the Site (and its associated content) and/or Services in accordance with this Agreement. We retain the right to terminate this license, without notice, in our sole and absolute discretion, at any time for any reason whatsoever. We also reserve any rights not explicitly granted in these T&Cs.
The Data Products and Services, available through the Site, are licensed, not sold, for your viewing, usage, and analysis. These Data Products were developed and/or produced by us in conjunction with our partners and associates. Your license to access the Data Product through the Site is subject to the following rules:
7.Term/Termination: We may decide at any time in our sole and absolute discretion whether to remove and/or terminate a User’s access to the Site or our Services, for any reason, including but not limited to violations of these T&Cs. We may or may not provide notice to you of such termination through any reasonable means including, but not limited to, sending a notice to you at the e-mail address that you provided during or subsequent to registration or purchase. Such termination is effective when executed by us or upon transmittal by us. However, your obligations of indemnification pursuant to Sections 9, 10, 11, 14, and 15 of these T&Cs shall survive any termination or the cancellation of Account.
You may terminate your Account or premium access subscription at any time. TRC may submit periodic monthly charges to your credit card provider without further authorization from you until you provide prior notice to us that you have terminated this authorization. Such notice will not affect charges submitted before TRC could reasonably take action in response to your notice.
Withdrawal of consent or request to have your Account terminated will have no effect on the legal validity and/or enforceability of these T&Cs for the time period prior to your request and during the time period needed for us to reasonably act to comply with your request.
8. Online Content: Any Data Products and Services provided, listed, posted, or made available on the Site should not necessarily be relied upon. The Site provides its Users with access to price data streams for financial assets. The Site is designed to permit social interaction among Users with similar interests in these financial assets for educational and entertainment purposes. The Site was not designed and should not be used as a database on which Users may rely for real time financial asset trading. TRC does not guarantee the accuracy, completeness, or usefulness of any information made available by its Data Products on the Site and/or through the Services and neither adopts, endorses, nor is responsible for the accuracy, completeness, or reliability of any Data Product on the Site. You may access such information solely:
9.Submissions and Comments. This section governs the Submission of any photograph(s), video(s), image(s), text and/or comment(s), or other content to the Site by any User. As a feature of the Site, you may be permitted to submit or post video, photographic and textual content, or comments (“Submission(s)”). You agree that whether published or not, TRC does not guarantee the confidentiality of these Submissions. TRC does not condone or tolerate the submission of illegal and/or inappropriate content. By posting your Submissions, or attempting to post your Submissions, you hereby agree and are fully subject, to these content terms ("Content Terms"). These Content Terms govern each and every Submission that you post to the Site. In consideration for posting your Submissions to the Site, you represent, warrant, and agree that:
Neither you nor anyone else will receive, either now or in the future, any compensation from anyone, for the Submissions.
10. Proprietary Rights of Content: The content on the Site, including without limitation, the Data Products, text, software, scripts, graphics, photos, sounds, music, videos, interactive features, and the like (the “Content”) and the trademarks, service marks and logos contained therein (the “Marks”), are owned by or licensed to us, subject to copyright and other intellectual property rights. The copying, redistribution, or publication by you of any part of the Site, Data Products, or Services is strictly prohibited. You do not acquire ownership rights to any Content, Data Products, Marks, Services, or other materials viewed at, on, or through the Site and Services.
11.Online Conduct: You agree not to:
TRC reserves the right but has no obligation, to reject any Account that does not comply, in TRC’s sole and absolute discretion, with these prohibitions. Engaging in any of the aforementioned prohibited practices shall be deemed a breach of these T&Cs and may result in the immediate termination of your Account pursuant to the terms of these T&Cs. TRC reserves the right to pursue any and all legal remedies against Users who engage in any of the aforementioned prohibited conduct.
However, in any event, TRC assumes no responsibility for the conduct of other Users on the Site.
12.Digital Millennium Copyright Act
a)If you are a copyright owner or an agent thereof and believe that any Submissions or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent (defined below) with the following information in writing (see 17 U.S.C. 512(c)(3) for more detail):
TRC’s designated Copyright Agent to receive notifications of claimed infringement is:
c/o Traders Circle Inc.
3003 Ave. X #5F
Brooklyn, NY 11235
You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
b)Counter-Notice. If you believe that your content or Submissions that were removed (or to which access has been disabled) were not infringing or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to law, to post and use the content in your Submissions, you may send a counter-notice containing the following information to the Copyright Agent:
a statement that you will accept service of process from the person who provided notification of the alleged infringement.
14. Indemnification: You agree to indemnify, defend and hold us, and our subsidiaries, affiliates, officers, parent companies, agents, co-branders or other partners, and employees (each a "Covered Party"), harmless, at your expense, against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys' fees and other dispute resolution expenses) incurred by any Covered Party or other third party and arising out of, (i) your use or misuse of the Site, Data Products or the Services, (ii) arising from your breach of this Agreement, or (iii) arising from your violation or breach of any term of these T&Cs or any policies, rules or guidelines referenced herein.
15. Warranties: You expressly agree that access and/or use of the Site, Data Products, and/or Services is at your sole risk. The Site, Data Products, and Services are provided on an "AS IS" and "AS AVAILABLE" basis, without any express or implied warranty of any kind, including, but not limited to, non-infringement of intellectual property. The Site, Data Products, and/or Services may contain bugs, errors, problems, or other limitations.
We and the Covered Parties have no liability whatsoever for your use of or inability to use, the Site, Data Products and/or Services to the fullest extent permitted by applicable law. We and the Covered Parties are not liable to you or to any third party for any indirect, special, incidental, or consequential damages, whether based on breach of contract, breach of warranty, tort (including negligence), product liability, or otherwise, even if advised of the possibility of such damages.
The negation of damages set forth above is a fundamental element of the basis of the bargain between us and you. The Site, Data Products, and Services would not be provided to you without such limitations. No advice or information, whether oral or written, obtained by you from us through the Site, Data Products, and/or Services shall create any warranty, representation, or guarantee not expressly stated in this Agreement. We are not responsible to you and/or any third party, without limitation, for 1) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to or alteration of, User communications; 2) the conduct of any User, whether online or offline; 3) any computer virus or other malicious, destructive or corrupting code, agent, program or macros; or 4) any infringement of another's rights, including intellectual property rights.
TRC shall not be liable to you for any services, products, and/or information available from third parties, even if obtained at or through the Site and/or Services. If you are dissatisfied with the Site, Data Products, and/or Services or with this Agreement, your sole and exclusive remedy is the cancellation of your membership and to discontinue use of the Site and Services.
16. Third-party Websites: The Site may contain links to other websites owned and operated by TRC, as well as links, banner advertisements, pop-ups, and/or other online methods to redirect you to other third-party websites not owned or controlled by TRC. TRC has no control over and assumes no responsibility or liability for, the content, privacy policies, or practices of any third-party site. By using the Site, you expressly relieve TRC from any and all liability arising from your use of any third-party website. Furthermore, TRC does not endorse, and is not responsible or liable for, any content, advertising, services, products, and/or other materials at or available through such third-party websites or resources, or for any damages and/or losses arising therefrom.
Accordingly, you are encouraged to be aware when you leave the Site and to read the terms and conditions and privacy policies of each other website that you visit. You will bound by the terms and conditions, policy policies, and rules and regulations of any TRC or a third-party website you access through the Site.
17. Miscellaneous: Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in, or associated with, the Site, Data Products or Services is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision or any other provisions in this Agreement.
You expressly authorize us to comply with any and all lawful notices, subpoenas, court orders and/or warrants without prior notice to you.
18. Dispute Resolution: If a dispute arises between you and us, our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly. Accordingly, you and we agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement, Data Products, or our Services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by sending an email to firstname.lastname@example.org. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
Choice of Law and Forum - This Agreement shall be treated as though it were executed and performed in New York, New York, and shall be governed in all respects by the laws of the State of New York without regard to conflict of law provisions. You agree that any claim or dispute you may have against us must be resolved by a court located in Kings County, New York, except as otherwise agreed by the parties or as described in the Arbitration Option section below. You agree to submit to the personal jurisdiction of the courts located within Kings County, New York for the purpose of litigating all such Claims or disputes.
Arbitration Option - For any Claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties, and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Improperly Filed Claims - All Claims you bring against us must be resolved in accordance with this Dispute Resolution Section. All Claims filed or brought contrary to this Dispute Resolution Section shall be considered improperly filed. Should you file a Claim contrary to the Dispute Resolution Section, we may recover attorneys' fees and costs up to $1000, provided that we notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim.
19. Legal Warning: Any attempt by any User to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of the Site, Data Products, and/or Services, is a violation of criminal and civil law and we will diligently pursue all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and in equity.
20. Contact Us:
Traders Circle Inc.