Last Modified: January 26, 2018

QuantRocket Terms of Service

THIS TERMS OF SERVICE AGREEMENT ("Agreement") is made between QuantRocket LLC (the "Company") and any person ("User") who accesses or installs the Company’s Software ("Software"), including any content, functionality, and services offered on or through https://www.quantrocket.com and https://community.quantrocket.com (the "Website"), whether as a guest or a registered user, and/or completes the registration process to open and maintain an account to access the Company's Software.

BY USING THE WEBSITE OR BY CLICKING THE ACCEPTANCE BUTTON (WHEN THIS OPTION IS MADE AVAILABLE TO THE USER) OR ACCESSING, USING OR INSTALLING ANY PART OF THE WEBSITE OR THE SOFTWARE, USER EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, INCLUDING OUR PRIVACY POLICY LOCATED AT https://www.quantrocket.com/privacy/, WHICH IS INCORPORATED HEREIN BY REFERENCE. IF USER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, OR USER SELECTS THE BUTTON INDICATING NON-ACCEPTANCE OF THESE TERMS, COMPANY SHALL PROMPTLY CANCEL ANY PERTINENT TRANSACTION AND USER MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE WEBSITE OR 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 WITHOUT PRIOR WRITTEN NOTICE TO OR CONSENT FROM USER. COMPANY SHALL PROVIDE NOTICE TO USER OF AMENDMENTS BY POSTING THE UPDATED TERMS OF SERVICE ON COMPANY'S WEBSITE. USER’S ACCESS TO AND CONTINUED USE OF THE WEBSITE OR SOFTWARE FOLLOWING THE POSTING OF A REVISED AGREEMENT MEANS THAT USER ACCEPTS AND AGREES TO THE CHANGES. 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.

The Software contains open source software ("OSS") components. To the extent that the Software contains OSS, User is bound by the respective OSS license agreement governing the specific aspects of the Software. To the limited extent that an OSS license expressly supersedes this Agreement, the OSS license governs your agreement with the Company for the use of the components of the Software released under an open source license.

b. Use of Third Party Vendors/Brokers

User is aware that the Software interacts with various third party software, platforms, APIs, equipment and Broker Platforms (collectively "Vendors"). User shall abide by all Vendors' 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 REPRESENTATIONS OR WARRANTIES WITH REFERENCE TO THIRD PARTY VENDORS’ SOFTWARE, DATA, AND/OR SERVICES AND EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

c. Open Source Software

The Software contains, or relies upon, various open source software components originating from the open source software communities. By installing or using any of the Software provided by Company, User also agrees to be bound by the terms and conditions of all applicable open source software licenses. If User does not agree to be bound to such terms and conditions, User must immediately discontinue use of Software and remove all copies from User’s system. Please see the texts of these licenses at https://www.quantrocket.com/opensource/, which is expressly incorporated into these Terms of Service by reference.

d. 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").

e. 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.

f. Grant of License

Company grants User, pursuant to the terms and conditions of this Agreement, a nonexclusive 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.

Open source software licenses for components of the Software released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede this Agreement, the open source licenses govern your agreement with the Company for the use of the components of the Software released under an open source license.

g. Technical Support Services

Company may, at its sole option, provide technical support services, which are subject to this Agreement. 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.

THE COMPANY 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 Website, 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’s expiration date, NO refunds 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 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. 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. copy, modify, publish, transmit, distribute, transfer or sell, create derivative works of, or in any way exploit, any of the content accessible through the Website not submitted or provided by you, including by use of any robot, spider, scraper, scripting, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology, unless you obtain Company’s prior written consent,
  2. use the Website to advertise, market, sell, or otherwise promote any commercial enterprise that you own, are employed by or are otherwise compensated by, either directly or indirectly,
  3. post or transmit any unsolicited advertising, promotional materials, "junk mail", "spam," "chain letters," "pyramid schemes" or any other form of solicitation, commercial or otherwise,
  4. disseminate, store or transmit unsolicited messages, chain letters or unsolicited commercial e-mail,
  5. disseminate or transmit material that, to a reasonable person may be considered abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious,
  6. 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,
  7. 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,
  8. 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,
  9. 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,
  10. interfere, disrupt or attempt to gain unauthorized access to Software, other accounts on the Software or any other computer network,
  11. attempt to modify Software to disable license key enforcement,
  12. disseminate, store or transmit viruses or any other malicious code or program,
  13. post or transmit information protected under any law, agreement or fiduciary relationship, including but not limited to proprietary or confidential information of others,
  14. 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 OR WEBSITE 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 OR THE INFORMATION FOUND ON THE WEBSITE. 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 OR THE INFORMATION AVAILABLE ON COMPANY’S WEBSITE.

COMPANY MAKES ABSOLUTELY NO REPRESENTATIONS OR WARRANTIES WITH REFERENCE TO THIRD PARTY VENDOR/BROKER SOFTWARE, DATA AND/OR SERVICES.

8. Investment Disclaimer

Users acknowledge and understand 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.

To the extent any of the information provided by the Software or found in the Website may be deemed to be investment, financial, tax, or legal advice, such information is impersonal and not tailored to the investment needs of any specific person but is for general, educational purposes.

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 Company'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: The Software 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.

User should not rely solely upon the information provided by the Software or found in the Website for purposes of transacting securities or other investments. Users are encouraged to conduct their own research and due diligence, and to seek the advice of a qualified securities professional before they make any investment. None of the information contained in the Software or the Website constitutes, or is intended to constitute a recommendation by Company of any particular security or trading strategy or a determination by Company that any security or trading strategy is suitable for any specific person. Trading in any security can result in immediate and substantial losses of the money invested. It is suggested that User only invests funds that are not allocated for other purposes, including retirement savings, student loans, or debt service.

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 by User is bound by the applicable terms and conditions of the third party data provider.

You understand that all data is supplied by sources believed to be reliable, that the calculations therein are made using such data, and that such calculations are not guaranteed by these sources, the information providers, or any other person or entity, and may not be complete. In addition, past performance is not an indication of future results.

10. Professional Advice Disclaimer

NEITHER COMPANY NOR THE SOFTWARE OR THE INFORMATION FOUND ON THE WEBSITE IS INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. COMPANYIS NOT A FINANCIAL PLANNER, BROKER, OR TAX ADVISOR.

User's financial situation is unique, and any information obtained through the Software or the Website 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 or any information derived from User’s use of the Software or the Website.

11. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL COMPANY AND ITS AFFILIATES AND ITS RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, ADVERTISERS, CONTENT PROVIDERS AND LICENSORS (THE "QUANTROCKET PARTIES"), DIRECTLY OR INDIRECTLY, BE LIABLE (JOINTLY OR SEVERALLY) TO USER OR ANY OTHER PERSON, ENTITY, PARTNERSHIP, ORGANIZATION, ASSOCIATION OR OTHERWISE AS A RESULT OF USER’S ACCESS OR USE OF SOFTWARE OR SUCH OTHER CONTENT OR TOOLS AVAILABLE THOUGH COMPANY’S WEBSITE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE DAMAGES OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, THE "EXCLUDED DAMAGES"), FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SOFTWARE, THE WEBSITE 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, NEGLIGENCE OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE QUANTROCKET PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY.

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 ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE QUANTROCKET PARTIES' LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

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 OR WEBSITE. 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, and Interactive Brokers LLC, its affiliates and their respective 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 or information contained in the Website, 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 Software. 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. 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 all parties to this Agreement.

b. 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.

c. 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.

d. 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.

e. 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.

f. 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.

g. 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.