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Terms of Use
Terms of Use
Blackarbs LLC, Time Series Sims LLC, the Time Series Simulation Service (“Sim Service”), and the Take Profits Strategy Subscription (“Subscription”), including the websites at www.blackarbs.com (the “Site”) and the mobile version thereof (collectively, the “Service”), are operated by Blackarbs, LLC and their affiliates (the “Company”). By accessing or using the Service, you (“you” or the “User”) signify that you have read, understand, and agree to be bound by these Terms of Use, regardless of whether you are a registered member of the Company. The Company reserves the right, at its sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice. If the Company does this, it will post the changes to these Terms of Use on this page. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to abide by these or any future Terms of Use, do not use or access (or continue to use or access) the Service. It is your responsibility to regularly check the Service to determine whether there have been changes to these Terms of Use and to review such changes.
PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
Eligibility
This Site is intended solely for Users who are 18 years of age or older. Any registration by, use of, or access to the Service by anyone under 18 is unauthorized, unlicensed, and in violation of these Terms of Use. By using the Service, you represent and warrant that you are 18 or older and that you agree to abide by all of the terms and conditions of these Terms of Use.
Registration Data; Account Security
In consideration of your use of the Service, you agree to (a) provide accurate, current, and complete information about you as may be prompted by any registration forms on the Service (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data and any other information you provide to the Company to keep it accurate, current, and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.
Site Content
You understand that all postings, messages, text, images, or other materials (“Content”) posted or published on, uploaded to, transmitted through, or linked from (hereinafter, “post” or “posted”) the Service are the sole responsibility of the person from whom such Content originated. You understand that the Company does not control and is not responsible for Content made available through the Service and that by using the Service, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Furthermore, the Site and Content available through the Service may contain links to other websites that are completely independent of the Company. The Company makes no representation or warranty as to the accuracy, completeness, or authenticity of the information contained in any such site. Your linking to any other websites is at your own risk. You agree that you must evaluate and bear all risks associated with the use of any Content, that you may not rely on said Content, and that under no circumstances will the Company, as well as its affiliates or partners, be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted or otherwise made available via the Service. You acknowledge that the Company does not prescreen or approve Content but that the Company shall have the right (but not the obligation) in its sole discretion to refuse, delete, or remove any Content that is available via the Service in connection with violations of the letter or spirit of the Terms of Use or for any other reason.
The Company, as well as its affiliates and partners, shall have no liability for investment or other decisions based upon any Content and/or decisions based upon a contrarian view of any Content. The Content is to be used for informational and entertainment purposes only, and the Company cannot provide investment advice for any individual. The Company advises that you contact your personal broker before making any investment related to any information received from the Site. The Company, as well as its affiliates and partners, specifically disclaims any and all liability or loss arising out of any action taken in reliance on Content, including, but not limited to, market value or other loss on the sale or purchase of any company, property, product, service, security, instrument, or any other matter.
User Content Posted on the Service
You are solely responsible for the Content that you submit to the Service or that you otherwise transmit to or share with the Company (collectively, the “User Content”). You may not post, share, or submit User Content on the Service that you do not have permission to post. You acknowledge that the Company does not prescreen or approve User Content, but that the Company shall have the right (but not the obligation) in its sole discretion to refuse, delete, or remove any User Content that is available via the Service in connection with violations of the letter or spirit of the Terms of Use or for any other reason. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you submit to the Service or otherwise provide to the Company.
Time Series Sims Service Content
When you submit User Content to the Sim Service, you authorize and direct the company to utilize the Content thereof for the express purpose of generating unique randomized simulations of that data. By posting User Content to any part of the Sim Service, you automatically grant, and you represent and warrant that you have the right to grant, to the Company, the ability to generate randomized, simulated copies of the original series. The Company does not assert any ownership over your User Content; rather, as between the Company and you, subject to the rights granted to the Company in these Terms of Use, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content. User Content is not stored or used for any other purpose, privately or commercially. User Content is deleted within 72 hours upon fulfilling the obligations of the Sim Service, only allowing for the User to access and download their simulations.
Other User Content
When you submit User Content to the Service, you authorize and direct the Company to make such copies thereof as the Company deems necessary to facilitate the posting and storage of the User Content on the Service. By posting User Content to any part of the Service, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, nonexclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and distribute such User Content for any purpose, commercial, advertising, or otherwise, on or in connection with the Service or the promotion thereof, to prepare derivative works of or to incorporate into other works such User Content, and to grant and authorize sublicenses of the foregoing. Please be advised that the Company will not accept requests to remove User Content. The Company does not assert any ownership over your User Content; rather, as between the Company and you, subject to the rights granted to the Company in these Terms of Use, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content.
Access to the Service
The Company grants you a limited, revocable, and nonexclusive license to access and use the Service and the Content for your own personal use. This license does not include any collection, aggregation, copying, duplication, display, or derivative use of the Service nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose unless expressly permitted by the Company in writing. A limited exception is provided to general purpose Internet search engines and noncommercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to the Service. To collect, aggregate, copy, duplicate, display, or make derivative use of the Service or any Content made available via the Service for other purposes (including commercial purposes) not stated herein, you must first obtain a written license from the Company.
Take Profits Strategy Subscription Refund and Cancellation Policy
Cancel anytime, subscription service is month to month. No refunds, prorated or otherwise, will be given on the last month of service. You will still have access to that month’s content for download.
Proprietary Rights
The Service is protected to the maximum extent permitted by copyright laws and international treaties. Content displayed on or through the Service is protected by copyright as a collective work and/or compilation, pursuant to copyright laws and international conventions. Any reproduction, modification, creation of derivative works from, redistribution of the Service or the collective work, and/or copying or reproducing the Content or any portion thereof to any other server or location for nonpersonal use is prohibited without the Company’s express written consent.
User Conduct
You understand that except for advertising programs the Company offers on the Service, the Service is available for your personal, noncommercial use only. You represent, warrant, and agree that no User Content of any kind posted through your account or otherwise shared by you on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights; be in violation of any law or used in furtherance of any such violation; or contain libelous, defamatory, or otherwise unlawful material.
In addition, you agree not to use the Service:
● in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Service;
● to post or otherwise make available any content that the Company deems to be harmful; threatening; unlawful; defamatory; infringing; abusive; inflammatory; harassing; vulgar; obscene; fraudulent; invasive of privacy or publicity rights; hateful; or racially, ethnically, or otherwise objectionable;
● to impersonate any person or entity or to falsely state or otherwise misrepresent yourself, your age, or your affiliation with any person or entity;
● to post or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
● to post or otherwise make publicly available on the Service any private information of any third party, including addresses, phone numbers, e-mail addresses, Social Security numbers, and credit card numbers;
● to post or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
● to post or otherwise make available content that would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law;
● to use or attempt to use another’s account, service, or system without authorization from the Company or to create a false identity on the Service.
● to forge headers or otherwise manipulate identifiers to disguise the origin of any information transmitted by you;
● to post or otherwise make available any information that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); or
● to intentionally or unintentionally violate any applicable local, state, national, or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission or any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law.
Privacy
The Company cares about the privacy of its Users. Click here to view the Company’s Privacy Policy. By using the Service, you are consenting to have your personal data transferred to and processed in the United States.
Disclaimers
The Company, as well as its affiliates and its partners, are not responsible or liable in any manner for any Content posted on the Service, whether posted or caused by Users, by the Company, by third parties, or by any of the equipment or programming associated with or utilized in the Service. Although the Company provides rules for User conduct and postings, the Company does not control and is not responsible for what Users post, transmit, or share on the Service and is not responsible for any inaccurate, offensive, inappropriate, obscene, unlawful, or otherwise objectionable Content you may encounter on the Service. The Company, as well as its affiliates and partners, is not responsible for the conduct, whether online or offline, of any User.
The Service may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft, destruction, unauthorized access to, or alteration of User Content. The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer system, server or provider, computer or mobile phone equipment, or software on account of technical problems or traffic congestion on the Internet or at any site or with respect to the Service or combination thereof, including injury or damage to User’s or to any other person’s computer, mobile phone, or other hardware or software, related to or resulting from using or downloading Content in connection with the Web and/or in connection with the Service. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone’s use of the Service or any posted on or through the Service or transmitted to or by Users, or any interactions between Users, whether online or offline.
The Service may provide information from or links to certain brokerage companies for your convenience only. The Company is not a registered broker-dealer and does not endorse or recommend the services of any brokerage company. The brokerage company you select (and not Blackarbs) is solely responsible for its services to you.
THE COMPANY, AS WELL AS ITS AFFILIATES AND ITS PARTNERS, SHALL NOT BE LIABLE FOR ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES OF ANY BROKERAGE COMPANY.
THE SERVICE AND THE CONTENT ARE PROVIDED “AS-IS” AND THE COMPANY, AS WELL AS ITS AFFILIATES AND ITS PARTNERS, DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT, OR MATERIALS ON THE SERVICE OR ELSEWHERE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE OR THAT THE SERVICE OR ANY OF THE SERVERS USED TO OPERATE THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, DATA, OR OTHER MATERIAL FROM OR THROUGH THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM OF ANY KIND THAT MAY RESULT.
The information contained within this website is provided for informational purposes only and is not intended to substitute for obtaining accounting, tax, or financial advice from a professional tax planner or financial planner. Presentation of the information via the internet is not intended to create, and receipt does not constitute, a tax planner-client or financial-planner-client relationship. Internet subscribers, users and online readers are advised not to act upon this information without seeking the service of a professional tax and/or financial planner.
The Company reserves the right to change any and all Content, software, and other items used or contained in the Service at any time without notice. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof, or any affiliation therewith, by the Company.
Limitation on Liability
IN NO EVENT WILL THE COMPANY, AS WELL AS ITS AFFILIATES, PARTNERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICE OR ANY OF THE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH, OR DOWNLOADED FROM THE SERVICE, EVEN IF THE COMPANY OR ITS AFFILIATES, PARTNERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF THE COMPANY AND ITS AFFILIATES, PARTNERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR THE SERVICE IN THE IMMEDIATELY PRECEDING TWELVE MONTHS, BUT IN NO CASE WILL SUCH LIABILITY TO YOU EXCEED $1,000. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO THE COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM THE COMPANY, REGARDLESS OF THE CAUSE OF ACTION.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Termination
The Company may terminate your account, delete your profile and any User Content that you have posted on the Service, and/or prohibit you from using or accessing the Service for any reason or no reason at any time in its sole discretion, with or without notice, including if it believes that you are under 18.
Governing Law; Venue and Jurisdiction
By visiting or using the Service, you agree that the laws of the State of Colorado, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and the Company. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of Colorado, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of Colorado.
Arbitration
YOU AND THE COMPANY AGREE THAT THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF USE AND/OR THE SERVICE SHALL BE FINAL AND BINDING ARBITRATION, except that to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party’s patent, copyright, trademark, or trade secret rights, or you have otherwise violated any of the User conduct rules set forth above, then the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought.
Arbitration under this Agreement shall be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules (the “AAA Rules”). The location of the arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action, or proceeding by you related in any way to the Service be instituted more than one year after the cause of action arose.
Indemnity
You agree to indemnify and hold the Company, as well as its subsidiaries and affiliates, and each of its members, managers, directors, officers, agents, contractors, partners, and employees, harmless from and against any loss, liability, claim, demand, damages, costs, and expenses, including reasonable attorney’s fees, arising out of or in connection with any Content you post or Content you share on or through the Service or otherwise, your conduct in connection with the Service or with other Users, or any violation of these Terms of Use or of any law, rule, regulation, order, or the rights of any third party. This indemnity shall survive any termination or cessation of use by you of the Service.
Submissions
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about the Service (“Submissions”) provided by you to the Company are nonconfidential and shall become the Company’s sole property. The Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
Other
These Terms of Use constitute the entire agreement between you and the Company regarding the use of the Service, superseding any prior agreements between you and the Company relating to your use of the Service. The Company’s failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. If any provision of these Terms of Use shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.
Algorithm License Agreement
This agreement is made as of the date of user purchase or subscription reflected on purchase receipt (“Today”) by and between Your name as designated on the purchase form ("Buyer"), and BLACKARBS LLC ("Seller"), a Colorado company.
DEFINITIONS
“Perpetual license” means that Buyer or licensee has rights to use a version of the product, for which applicable license fees have been paid, indefinitely, provided that Buyer does not violate the terms of the agreement or unless terminated by Seller or Buyer as authorized under this Agreement.
“Excluded License” means any license that includes the following requirement as a condition of use, modification, or distribution of any material subject to that license: such software, or anything combined or distributed with such material, is required to be: (a) disclosed or distributed in source code form; (b) licensed for the purpose of making derivative works; or (c) redistributable at no charge.
“Licensor” means any Person from whom any Licensee obtains the right to use (whether on an exclusive or non-exclusive basis) any Intellectual Property in connection with such Licensee’s manufacture, marketing, sale or other distribution of any Inventory or otherwise in connection with such Licensee’s operations.
“Licensee” means a person to whom a license is granted. A licensee has the license to use someone else's specified property such as a building, a land or intellectual property.
RECITAL
Buyer desires to purchase a perpetual license for a trading algorithm and support services from the Seller according to the terms and conditions set forth in this Business Seller Agreement (“Agreement”).
TERMS AND CONDITIONS:
NOW THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter entered into, the parties agree as follows:
Terms of Agreement. The engagement shall commence as of Today.
Duties.
Seller: Seller shall provide Buyer with software development and support services as it relates to implementation of trading algorithm software (the "Software"). Software should function on the Quantconnect platform unless otherwise stated in product description.
Buyer: Buyer shall make payment immediately upon purchase or subscription. If payment is delinquent delivery of code and documentation shall be delayed.
Compensation. Buyer shall pay Seller no less than the fixed cost of stated in the checkout process for compensation of algorithm use, and up to ten (10) email support tickets lasting no longer than ninety (90) days.
Documentation and Code: All code and documentation will be available for download within the time period stated in product checkout description, or within 36 hours if no other statement is made.
Implementation Support. Operational Defect/Bug Fix Support shall be provided over an additional ninety (90) day period or maximum of ten (10) email support tickets at a total cost of zero usd ($0.00).
Seller shall not be responsible for any issues related to Quantconnect platform or any other platform the algorithm is implemented on except as set forth in this agreement.
Compensation Terms.
All payments shall be converted to USD by Buyer prior to receipt by Seller.
Buyer shall send funds via Seller’s online payment processor.
Seller compensation is not dependent or associated either expressly or implied with the real or virtual financial performance of the Software.
Contract is void if payment is not received within two (2) business days of contract signature.
Additional Costs.
If required to live trade the algorithm, Buyer shall pay any and all fees associated with any Platform or Brokerage Account, or deposits, as needed, in a timely manner.
Examples of fees may include, but are not limited to: development environment costs, data costs, memory costs, storage costs, server costs, subscription service costs, etc.
Support required for additional training beyond the duties defined as part of this Agreement for instructional usage of the Platform can be made available, at an hourly rate of one hundred usd ($100/hr), as needed.
Confidentiality.
Seller shall treat as confidential, and shall not disclose or use for the benefit of any person other than Buyer, any and all information made available or disclosed to Seller as a result of or related to the Agreement; provided, however, Seller shall have no obligation hereunder as to any portion of such information which is disclosed by Buyer to others without any restriction on use and disclosure. Seller may request from the Buyer, in writing, to use the live performance of the algorithm and other relevant information for marketing and internal business evaluation purposes.
Buyer shall not share the algorithm or any of its components with any persons or entities other than you, your employees or authorized independent contractors.
Rights and Licenses.
Except for termination for cause, Seller grants you a perpetual, personal, non-transferable, non-exclusive, royalty-free, license to use the Software solely for the purposes specified in this Agreement. Only you, your employees or authorized independent contractors (collectively, “Authorized Users”), as applicable, may use the Software. Such use shall be in accordance with the provisions of this Agreement, which provisions shall survive any termination of this Agreement. The means by which Buyer shall have access to such Software shall be in a manner and form substantially equivalent to the means by which access is provided under this Agreement.
The Software is licensed, not sold. Buyer has no ownership rights, express or implied, or any other rights to the Software other than those specified in this Agreement. Buyer may not relicense, sublicense, copy, create derivative works based on, or disassemble the Software, or permit any third party to do so. Buyer may not rent, lease, lend, or otherwise distribute or use the Software in any time-sharing, service bureau, or similar arrangement, or in any manner that may cause the Software in whole or in part to become subject to any Excluded License.
Buyer may make modifications and upgrades but that does not imply ownership of the algorithm or any original component therein.
License Termination.
In the event that either party believes that the other has materially breached any obligations under this Agreement, or if Licensor believes that Licensee has exceeded the scope of the License, such party shall so notify the breaching party in writing. The breaching party shall have ten (10) days from receipt of notice to cure the alleged breach and to notify the non-breaching party in writing that cure has been effected. If the breach is not cured within the ten (10) days, the non-breaching party shall have the right to terminate the Agreement without further notice. An authorized copy of the licensed materials may be retained by Licensee or Authorized Users and used subject to the terms of this Agreement.
Relationship.
Seller is a party to the transaction by the Buyer solely for the purposes and to the extent set forth in this Agreement
Waiver, Modification, or Cancellation.
Any waiver, alteration, or modification of any of the provisions of this Agreement or cancellation or replacement of this Agreement shall not be valid unless in writing and signed by both parties.
Assignment.
Any attempt to assign or transfer any rights, duties, or obligations herein shall render such attempted assignment or transfer null and void.
Liability.
In no event shall Seller be liable for any damages arising from the use of the Software, or any software developed under the terms of this Agreement. Furthermore, THE COMPANY, AS WELL AS ITS AFFILIATES AND ITS PARTNERS, SHALL NOT BE LIABLE FOR ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES OF ANY BROKERAGE COMPANY.
THE SERVICE AND THE CONTENT ARE PROVIDED “AS-IS” AND THE COMPANY, AS WELL AS ITS AFFILIATES AND ITS PARTNERS, DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT, OR MATERIALS ON THE SERVICE OR ELSEWHERE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE OR THAT THE SERVICE OR ANY OF THE SERVERS USED TO OPERATE THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, DATA, OR OTHER MATERIAL FROM OR THROUGH THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM OF ANY KIND THAT MAY RESULT.
The information content, software, and the Algorithm is provided for informational purposes only and is not intended to substitute for obtaining accounting, tax, or financial advice from a professional tax planner or financial planner. Presentation of the information via the internet is not intended to create, and receipt does not constitute, a tax planner-client or financial-planner-client relationship. Internet subscribers, users and online readers are advised not to act upon this information without seeking the service of a professional tax and/or financial planner.
The Company reserves the right to change any and all Content, software, and other items used or contained in the Service at any time without notice. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof, or any affiliation therewith, by the Company.
Licensee Indemnification.
Licensee shall indemnify, defend and hold harmless Seller, its parents, affiliates and subsidiaries, and its and their officers, directors, shareholders, employees and agents, from and against any losses, settlements, claims, actions, suits, proceedings, judgments, awards, liabilities, costs and expenses (including reasonable attorneys’ fees) which arise out of or as a result of any use of the Software by Licensee hereunder in violation of this Agreement.
Dispute Resolution and Arbitration
If a dispute arises between Buyer and Seller regarding a claim, you and we agree to alternative dispute resolution. The Seller’s goal is to engage in a neutral and cost-effective means of resolving the dispute quickly. If any controversy, allegation or claim arises out of or relates to the Software, this Agreement, Buyer’s decision to enter into this Agreement, any Additional Terms or any other aspect of your relationship with Seller (collectively, "Dispute"), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute, along with a proposed resolution of it. Seller’s notice to you will be sent to you based on the most recent contact information, provided by Buyer. You are obligated to ensure that such contact information is current and accurate. Your notice to Seller must be sent to: BCR@BLACKARBS.COM. For a period of sixty (60) days from the date of receipt of notice from the other party, Blackarbs and you will engage in a dialogue in order to attempt to resolve the Dispute, though neither party is required to resolve such dispute on terms which each party, in its sole discretion, is uncomfortable. IF WE CANNOT RESOLVE A DISPUTE WITHIN SIXTY (60) DAYS OF RECEIPT OF SUCH NOTICE, THEN EITHER BUYER OR SELLER MAY ELECT TO SUBMIT THE DISPUTE TO FORMAL ARBITRATION AS HEREINAFTER DESCRIBED. WITH ARBITRATION (A) THERE IS NO JUDGE OR JURY, (B) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (C) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED. Where the total amount sought is less than ten thousand U.S. Dollars ($10,000.00 USD), either we or you may elect at any point in or during a dispute or proceeding to resolve the claim through binding non-appearance-based arbitration. A party electing arbitration shall initiate it 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, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (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.
Governing Law.
This Agreement shall be construed in accordance with and governed by the laws of the State of Colorado.
