Last Modified: November 23, 2020
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"), accesses data with the Software ("Data"), or accesses any content, functionality, and services offered on or through https://www.quantrocket.com and https://support.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.
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.
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.
Company grants User, pursuant to the terms and conditions of this Agreement, a nonexclusive and nontransferable license to use the Software for personal, non-professional use (Non-Professional License) or for internal business purposes (Professional License).
User may not redistribute or sublicense the Software or use the Software on behalf of any third party.
User must complete a questionnaire ("License Questionnaire") to determine the applicable license (Professional or Non-Professional License) before obtaining access to Software (other than free evaluation access which does not require completing questionnaire). License Questionnaire is a binding legal agreement between User and Company. The default classification is Professional; any User uncertain of their classification should indicate Professional. Any Professional User who obtains a Non-Professional License through false representation will be subject to account termination without refund.
Non-Professional License: The Software may be used only by the User to whom it is licensed and may not be shared with or transferred to anyone else.
Professional License: User may license Software for User's own use and optionally for use by additional users within the same organization ("Additional Users"). The total number of licensed users ("Total Users") is equal to the number of Additional Users plus User. User must indicate the number of Total Users at the time of purchasing a Professional License. The number of users who access the Software in any given calendar month may not exceed the number of licensed Total Users. For the purpose of determining Additional Users, anyone other than User who directly accesses the Software or who accesses any outputs of the Software, including data provided by the Software or calculations made by or within the Sofware, is considered an Additional User of the Software for that calendar month. If User wishes to increase the number of Total Users, User must upgrade the Professional License accordingly.
Non-Professional License: User may install the Software on up to 2 computers at one time for User's own individual, non-professional use.
Professional License: User or licensed Additional Users may install the Software on any computer, provided that the total number of installations at any one time may not exceed the number of licensed Total Users + 1.
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.
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 this Agreement by reference.
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.
The Software contains, and relies upon, TimescaleDB for certain aspects of data storage and querying. TimescaleDB is a time-series database owned by Timescale, Inc. and packaged as a PostgreSQL server extension. By installing or using any of the Software provided by Company, User agrees to be bound by the terms and conditions of the Timescale License Agreement, the text of which is located at https://raw.githubusercontent.com/timescale/timescaledb/master/tsl/LICENSE-TIMESCALE, and which is expressly incorporated into this Agreement by reference. If User does not agree to be bound to these terms and conditions, User must immediately discontinue use of Software and remove all copies from User’s system. Among other provisions, the Timescale License Agreement prohibits User from defining, redefining, or modifying the database schema in any TimescaleDB database utilized by the Software.
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").
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.
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.
Data available for use in the Software falls into three categories:
Data is only for internal use. You may not publish, disseminate, re-distribute or share the Data, or any part thereof, or any derivative data that allows reverse engineering of part or all of the Data, with anyone else. You may not offer the Data, or any part thereof, for sale, rent, license or commercial redistribution. Any sharing or distribution by you of your access privileges or of the Data may result in cancellation of your use of the Software without refund.
You may distribute static reports created using the Data (e.g. research notebooks or tear sheets), provided that the Data is not displayed or is only displayed in small, static samples, and provided that the reports add additional information or analysis of the Data beyond basic sharing of the Data itself in isolation.
The Included Data is for use with the Software and may only be used in connection with your use of additional functionality provided by the Software. You may not use Software solely for the purpose of accessing the Included Data without any other use of Software functionality.
A valid software license is required to use the Included Data. You may not continue to use the Included Data after cancelling your license.
Separately Purchased Data is licensed under separate terms and conditions. In the event the terms and conditions of Separately Purchased Data conflict with this Agreement, such terms and conditions shall apply and supersede this Agreement where they conflict.
Software facilitates access to Third-Party 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.
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.
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.
Recurring subscriptions shall automatically renew at the end of each billing period. Should the subscription be terminated prior to the current subscription period’s expiration date, no refunds shall be issued to User by Company.
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 6, (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.
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:
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.
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 7, if Company suspects any violation of any of the terms of this Agreement.
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.
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.
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.
NEITHER COMPANY NOR THE SOFTWARE OR THE INFORMATION FOUND ON THE WEBSITE IS INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. COMPANY IS 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.
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 7.
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.
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 6.
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.
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.
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.
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.
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.
This Agreement is made in and shall be governed by the laws of the State of Delaware without reference to any conflicts of laws.
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.
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.
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.