QuantRocket Terms of Service

THIS TERMS OF SERVICE AGREEMENT ("Agreement") is made between QuantRocket LLC ("Company") and any person ("User") who installs the Software and/or completes the registration process to open and maintain an account with the Company's Software ("Software").

BY CLICKING THE ACCEPTANCE BUTTON OR ACCESSING, USING OR INSTALLING ANY PART OF THE SOFTWARE, USER EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF USER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED AND COMPANY SHALL PROMPTLY CANCEL THIS TRANSACTION AND USER MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE SOFTWARE. THIS AGREEMENT IS APPLICABLE FOR ALL RELEASED VERSIONS OF THE SOFTWARE INCLUDING, BUT NOT LIMITED TO BETA VERSIONS. THIS AGREEMENT MAY BE AMENDED FROM TIME-TO-TIME AT THE SOLE DISCRETION OF COMPANY. COMPANY SHALL PROVIDE NOTICE TO USER OF AMENDMENTS BY POSTING THE UPDATED TERMS OF SERVICE ON COMPANY'S WEBSITE. USER SHALL HAVE THE OPPORTUNITY TO REFUSE SAID AMENDMENTS SOLELY BY REQUESTING TERMINATION OF ACCESS TO THE SOFTWARE.

1. Software Terms

a. Description

The Software is proprietary to Company and is protected by intellectual property laws and international intellectual property treaties. User's access to the Software is licensed and not sold. Software is a backtesting, order entry and trading application for transactions involving, but not limited to, stocks, futures, exchange traded funds, options, and currency orders (collectively "Orders") that interfaces through an Application Programming Interface ("API"). Orders are executed by third party brokers.

b. Use of Third Party Vendors/Brokers

User is aware that the Software interacts with various third party software, platforms, APIs, and equipment (collectively "Vendors") and Broker Platforms. User shall abide by all Vendors'/Brokers' individual terms of service agreements, if applicable. Any use of third party software provided in connection with the Software will be governed by such third parties' licenses and not by this Agreement. COMPANY MAKES ABSOLUTELY NO WARRANTIES WITH REFERENCE TO THIRD PARTY VENDOR/BROKER SOFTWARE, DATA, AND/OR SERVICES.

c. Accessibility and Function

User agrees that from time to time, the Software may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment (hardware) malfunctions, (ii) software malfunctions, (iii) periodic maintenance procedures or repairs which Company may undertake from time to time, or (iv) causes beyond the reasonable control of Company or which causes are not reasonably foreseeable by Company. Company is not responsible, directly or indirectly, for the performance and/or reliability of Vendors, Broker Platforms, system, equipment or otherwise, or User's Internet Service Provider ("ISP").

d. Equipment

User shall be solely responsible for providing, maintaining and ensuring compatibility with the Software, all hardware, software, electrical and other physical requirements for User's use of the Software including, without limitation, telecommunications and Internet connection(s), ISP, web browsers and/or other equipment, programs and services required to access and use the Software.

e. Grant of License

Company grants User, pursuant to the terms and conditions of this Agreement, an exclusive and nontransferable license to use the Software for personal use or for internal business purposes (but not on behalf of any third party). User is permitted to use the Software on a single computer at any one time. User may additionally use the Software on a second computer if the second computer is intended solely for testing and development.

f. Technical Support Services

Company may, at its sole option, provide technical support services, which are subject to the following terms and conditions. User accepts all risks associated with any request or authorization by User for technical support. User's name and contact information provided to facilitate technical support may be logged to process support requests and will be processed in accordance with Company's then-existing privacy policy. To facilitate technical support, Company may request detailed log files produced by the Software. Log files may contain information such as brokerage account number or stock orders. User is responsible for removing any information they do not wish to share with Company.

QUANTROCKET LLC MAKES NO WARRANTIES OF ANY KIND WITH REGARD TO TECHNICAL SUPPORT SERVICES AND HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND RELATED TO TECHNICAL SUPPORT SERVICE, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES, INCLUDING SPECIAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES RESULTING FROM LOSS OF USE, DATA OR PROFITS REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH CLAIMS ARE ASSERTED, INCLUDING WITHOUT LIMITATION, ACTIONS BASED ON CONTRACT, NEGLIGENCE OR OTHER TORTIOUS CONDUCT, ARISING OUT OF OR IN CONNECTION WITH THE PROVISION OF TECHNICAL SUPPORT SERVICES. IN NO EVENT SHALL COMPANY'S TOTAL LIABILITY FOR ANY DAMAGES EXCEED THE TOTAL FEES PAID BY USER TO COMPANY HEREUNDER.

2. Security of User's System

User shall be solely responsible for the security, confidentiality and integrity of all messages and the content that User receives, transmits through or stores via the Software or on any computer or related equipment that is used to access the Software. User shall be solely responsible for any authorized or unauthorized access to User's account by any person, entity, partnership, organization, association or otherwise.

3. Fees/Licenses

a. Collection and Taxes

All Fees, taxes and other charges shall be billed to User's credit/charge card. User shall be solely responsible for and shall pay Company all sales, use, value-added, personal property or other tax, duty or levy of any kind, including interest and penalties thereon (collectively, "Taxes"), whether imposed now or hereinafter by any governmental authority. User shall promptly pay Company in the event of any refusal by User's credit card issuer to pay any amount to Company for any reason. User agrees to pay interest at the rate of two percent (2.0%) per month on any outstanding balance, together with costs of collection, including attorney's fees and costs, and any applicable bank fees. In the event User fails to pay any amount due as set forth herein, Company may, at its sole discretion, immediately suspend or terminate this Agreement and User's access to the Software. Company reserves the right to report delinquent accounts to appropriate credit agencies.

b. Term/Automatic renewal

Subscriptions shall automatically renew on a monthly basis. Should the subscription be terminated prior to the current subscription period expiration date, NO refund shall be issued to User by Company.

4. User Representations

User represents and warrants to Company that: (a) User is over the age of eighteen (18) and has the power and authority to enter into and perform User's obligations under this Agreement, (b) all information provided by User to Company is truthful, accurate and complete, (c) User is the authorized signatory of the credit or charge card provided to Company to pay the Fees, (d) User shall comply with all terms and conditions of this Agreement including, without limitation, the provisions set forth in section 5, (e) User, and not the Company, is solely responsible for the security and use of User's password, (f) User has provided and shall provide accurate and complete registration information including, without limitation, User's email address, (g) User acknowledges that all right, title, and interest to the Software belongs to Company. Company reserves all rights not expressly granted to User in this Agreement, and the User may not sublicense, transfer, or assign the Software, directly or indirectly, to any person, entity, partnership, organization, association or otherwise, for any reason.

5. Prohibited Uses

a. Errors, Acts, Omissions and Unacceptable Use

User is solely responsible for any and all errors, acts and omissions that occur under User's account or password, and User, directly or indirectly, agrees not to engage in, facilitate, or encourage any unacceptable use of the Software which unacceptable use includes, without limitation, use of the Software to:

  1. disseminate, store or transmit unsolicited messages, chain letters or unsolicited commercial e-mail,
  2. disseminate or transmit material that, to a reasonable person may be considered abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious,
  3. disseminate, store or transmit files, graphics, software or other material that actually, impliedly, or potentially infringes the copyright, trademark, patent, trade secret, trade name or other intellectual property right of any person, entity, partnership, organization, association or otherwise,
  4. create a false identity or to otherwise attempt to mislead any person, entity, partnership, organization, association or otherwise, as to the identity or origin of any communication,
  5. distribute, re-distribute or permit transfer of content in violation of any export or import law and/or regulation or restriction of the United States of America and its agencies or authorities, or without all required approvals, licenses or exemptions,
  6. copy, reverse engineer, reverse assemble, otherwise attempt to discover the proprietary source code, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, software, products or services obtained through the Software,
  7. interfere, disrupt or attempt to gain unauthorized access to Software, other accounts on the Software or any other computer network,
  8. attempt to modify Software to disable license key enforcement,
  9. disseminate, store or transmit viruses or any other malicious code or program,
  10. engage in any other activity deemed by the Company, in its sole discretion, to be in conflict with the spirit or intent of this Agreement.

b. Dissemination

User may not disseminate software, username(s) and/or password(s) to any other person, entity, partnership, organization, association or otherwise. Internet Protocol ("IP") addresses may be recorded by the Software to prevent account misuse.

c. Multiple registrations

User is permitted to register once and obtain one license key. Obtaining multiple license keys under multiple registrations is prohibited. Internet Protocol ("IP") addresses may be recorded by the Software to prevent account misuse.

Company reserves the right to cancel User's account with Company, without any notice to User as provided in Section 6, if Company suspects any violation of any of the terms of this Agreement.

6. Termination

This Agreement is effective upon User's acceptance as set forth herein and shall continue in full force until terminated. Company reserves the right, in its sole discretion and without prior notice to User, at any time and for any reason, to: (a) remove or disable access to all or any portion of the Software, (b) suspend User's access to or use of all or any portion of the Software, and (c) terminate this Agreement.

7. Disclaimer of Warranties

THE SOFTWARE, AND ANY DATA, CONTENT, TOOLS, PRODUCTS OR SERVICES ACCESSED OR OBTAINED ON OR THROUGH THE SOFTWARE ARE PROVIDED "AS IS", "AS AVAILABLE", AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, SYSTEM INTEGRATION, AVAILABILITY, INTEGRITY, RELIABILITY OR TRANSMISSION OR RESPONSE TIME, DATA ACCURACY, AVAILABILITY, COMPLETENESS, RELIABILITY OR TIMELINESS, SUITABILITY OF CONTENT OR SERVICES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. USE OF THE SOFTWARE IS AT USER'S SOLE RISK. COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, OR SECURE, THAT ANY INFORMATION OBTAINED THEREIN IS ACCURATE, RELIABLE, COMPLETE OR TIMELY, OR THAT DEFECTS WILL BE CORRECTED, NOR DOES COMPANY MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SOFTWARE. USER REALIZES THAT THERE IS RISK IN TRADING STOCKS AND THAT ASSETS MAY BE LOST AND ARE NOT INSURED. COMPANY IS ABSOLUTELY NOT RESPONSIBLE, DIRECTLY OR INDIRECTLY, FOR USERS' STOCK ORDER, PURCHASE AND SALE ACTIONS. COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SOFTWARE. COMPANY MAKES ABSOLUTELY NO WARRANTIES WITH REFERENCE TO THIRD PARTY VENDOR/BROKER SOFTWARE AND/OR SERVICES.

8. Investment Disclaimer

Users acknowledges and understands that the Software is not intended to supply investment, financial, tax or legal advice. Company does not provide investment advice and any observations concerning any security, trading algorithm or investment strategy provided by Company is not a recommendation to buy, sell or hold such investment or security or to make any other investment decisions. Company offers no advice regarding the nature, potential value, risk or suitability of any particular investment strategy, trading algorithm, transaction, security or investment. User acknowledges and agrees that any use of the Software, any decisions made in reliance on the Software, including any trading or investment decisions or strategies, are made at User's own risk.

If investment, trading or other professional advice is required, the services of a competent, licensed professional should be sought. No employee, agent or representative of QuantRocket LLC is authorized to provide any such advice pursuant to this Agreement, and any such advice, if given, is in violation of QuantRocket LLC's policies, is unauthorized and may not be relied upon.

Any order and/or execution trading services User may use in connection with the Software are provided by independent broker-dealers and not by Company. In order to use the Software to enter orders for the purchase and sale of securities and/or to implement any investment strategy or trading algorithm, User must have an existing brokerage account with such a broker-dealer or establish one. Company is not a broker-dealer and is not affiliated with any broker-dealer; further, Company does not endorse or recommend the services of any broker-dealer. The broker-dealer where User maintains an account is solely responsible for its services to User and User agrees that Company is not liable for any damages or costs of any type whatsoever connected with those services including, but not limited to, trading losses.

Complex Trade Risk: This tool is capable of generating custom solutions of arbitrary complexity. The trades generated by the Software may increase beyond what is practical to execute, due to broker execution limits and the difficulties in executing a complex trade in an all-or-none fashion. Moreover, once the trade is executed, the management of a complex trade becomes more difficult than is normally the case. Moreover, User may not be authorized to execute all contract types found in the solutions generated. Company makes no representation that a solution generated by the Software can be executed and effectively monitored and managed in practice. It is User's responsibility to ensure the trade is executable and manageable, and appropriate for User's needs.

9. Third-Party Data Disclaimer

Company is not a data vendor. Company provides software which facilitates access to data which User may license from third parties. Company makes no warranty as to the accuracy, completeness or timeliness of third-party data. Any use of third-party data through the Software User is bound by the applicable terms and conditions of the third party data provider.

10. Professional Advice Disclaimer

NEITHER QUANTROCKET LLC NOR THE SOFTWARE IS INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. QUANTROCKET LLC IS NOT A FINANCIAL PLANNER, BROKER OR TAX ADVISOR. User's financial situation is unique, and any information obtained through the Software may not be appropriate for User's situation. The use and interpretation of the Software requires skill and judgment, and User shall at all times exercise User's own judgment in the use of the Software.

11. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL COMPANY, DIRECTLY OR INDIRECTLY, BE LIABLE TO USER OR ANY OTHER PERSON, ENTITY, PARTNERSHIP, ORGANIZATION, ASSOCIATION OR OTHERWISE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SOFTWARE OR THE INTERNET IN GENERAL, INCLUDING, WITHOUT LIMITATION, USER'S USE OF OR INABILITY TO USE THE SOFTWARE, ANY CHANGES TO OR INACCESSIBILITY OF THE SOFTWARE, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SOFTWARE, ANY DATA LOSS, OR ANY DATA OR MATERIAL FROM A THIRD PARTY ACCESSED ON OR THROUGH THE SOFTWARE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. IN NO EVENT SHALL COMPANY'S TOTAL LIABILITY FOR ANY DAMAGES EXCEED THE TOTAL FEES PAID BY USER TO COMPANY HEREUNDER. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO USER. IF USER IS DISSATISFIED WITH THE SOFTWARE, USER'S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR USER TO DISCONTINUE USE OF THE SOFTWARE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 6. COMPANY IS NOT LIABLE FOR ANY ITEMS VIEWED OR TRANSMITTED VIA THE SOFTWARE. COMPANY IS NOT LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY ACTS TAKING PLACE WHICH ARE NOT VIEWED OR TRANSMITTED VIA THE SOFTWARE. COMPANY IS NOT OBLIGATED, DIRECTLY OR INDIRECTLY, TO TAKE ANY STEPS TO PREVENT OR CORRECT ANY ILLEGAL, ABUSIVE OR OTHERWISE INAPPROPRIATE ACTIVITY PERFORMED BY USER, NOR IS COMPANY OBLIGATED, DIRECTLY OR INDIRECTLY, TO ARCHIVE OR OTHERWISE MAINTAIN OTHER REPRODUCTION OF THE CONTENT THAT APPEARS OR IS TRANSMITTED ON THE SOFTWARE FOR FUTURE REFERENCE. COMPANY IS NOT LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY ACTION OR INACTION WITH RESPECT TO ANY CONTENT ON THE SOFTWARE. COMPANY IS NOT RESPONSIBLE, DIRECTLY OR INDIRECTLY, FOR COMPLIANCE OR LACK THEREOF BY ANY BROKER(S) WITH RESPECT TO ANY APPLICABLE LAWS AND REGULATIONS INCLUDING, BUT NOT LIMITED TO, THOSE LAWS REGARDING OR PERTAINING TO THE TRADING OF SECURITIES. COMPANY MAKES SIGNIFICANT EFFORTS MEETING OR EXCEEDING INDUSTRY STANDARDS TO INSURE THE SECURITY AND/OR FUNCTIONALITY OF SOFTWARE RELATED INTERNET TRANSMISSIONS BUT, DUE TO THE INHERENT NATURE OF THE INTERNET, CANNOT GUARANTEE OR WARRANT FUNCTIONALITY AND/OR SECURITY OF INTERNET TRANSMISSIONS.

12. Indemnification

User agrees to indemnify, hold harmless and defend Company, its shareholders, directors, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees, asserted by any person, entity, partnership, organization, association or otherwise, arising out of or relating to: (a) this Agreement, (b) User's use of the Software, including any data or work transmitted or received by User, and (c) any unacceptable use of the Software, including, without limitation, any statement, data or content made, transmitted or republished by User which is prohibited as unacceptable in section 5.

13. Jurisdictional Issues

Company makes no representation or warranty that the Software is appropriate or available for use in locations outside the United States. Those who choose to use the Software from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent applicable. Company reserves the right, at any time in its sole discretion, to limit the availability and accessibility of the Software to any person, geographic area, or jurisdiction it so desires.

14. Modification to Services

Company reserves the right to modify or discontinue the Software with or without notice to User. Company will not be liable to User or any third party should Company exercise its right to modify or discontinue the Software. If User objects to any such changes, User's sole recourse will be to cease access to the Softwares. Continued access to the Software, following notice of any such changes will indicate User's acknowledgment of such changes and satisfaction with the Software, as so modified.

15. Miscellaneous

a. Amendment

Company shall have the right, at any time and without prior written notice to or consent from User, to add to or modify the terms of this Agreement, simply by delivering such amended terms to User by e-mail at the address provided to Company by User or by requiring the User to accept an updated Agreement upon accessing the Software. User's access to or use of the Software after the date such amended terms are delivered to User shall be deemed to constitute acceptance of such amended terms.

b. Waiver

No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.

c. Severability

If any provision of this Agreement is determined to be illegal or unenforceable, then such provision shall be enforced to the maximum extent possible and the other provisions shall remain fully effective and enforceable.

d. Notice.

All notices shall be in writing and shall be deemed to be delivered when sent by e-mail to parties' last known email address. User hereby consents to notice by e-mail.

e. Governing Law

This Agreement is made in and shall be governed by the laws of the State of Delaware without reference to any conflicts of laws.

f. Dispute Resolution.

Any and all disputes relating to or arising out of this Agreement including, but not limited to, the arbitrability and the validity of this Agreement shall be resolved by binding arbitration in Delaware.

g. Force Majeure

If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by causes beyond the reasonable control of either party, that party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such causes.

h. Entire Agreement

This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Software and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Software.