Thank you for selecting the Services offered by EOTPRO Developments Inc. (referred
to as "We," "Our," or "Us"). Review these terms ("Agreement")
thoroughly. This Agreement is a legal agreement between You and Us. By clicking
“I Agree,” indicating acceptance electronically, accessing or using the Services,
You agree to these terms. If You do not agree to this Agreement, then You may not
use the Services.
This Agreement was last updated on Sept 1st 2017. It is effective between You
and Us as of the date of Your acceptance of this Agreement.
means any entity that directly or indirectly controls, is controlled by, or is under
common control with the subject entity. "Control," for purposes of this definition,
means direct or indirect ownership or control of more than 50% of the voting interests
of the subject entity.
means information provided by Us to You through Your use of the Services.
” means a work that is based upon one or more pre-existing works, such
as a revision, modification, translation (including compilation or recapitulation
by computer), abridgement, condensation, expansion, or any other form in which such
a pre-existing work may be recast, transformed, or adapted, and that, if prepared
without authorization by the owner of the pre-existing work, would constitute a
” means: (i) rights associated with works of authorship throughout
the world, including but not limited to copyrights, neighbouring rights, moral rights,
and mask works, and all Derivative Works thereof; (ii) trade design and industrial
design rights; (iii) integrated circuit topography rights; (iv) trade-mark
and trade name rights and similar rights; (v) trade secret rights and rights in
confidential information; (vi) patents, designs, algorithms and other industrial
property rights; (vii) all other intellectual and industrial property rights (of
every kind and nature throughout the world and however designated) whether arising
by operation of law, contract, license, or otherwise; and (viii) all registrations,
initial applications, renewals, extensions, continuations, divisions or reissues
thereof now or hereafter in force (including any rights in any of the foregoing).
or “Services” means the products and services that are used by You and made
available online by Us at Our website: www.eotpro.com, as further
described in Schedule “A” to this Agreement.
or "Your" means you or the corporation or other legal entity for which this
Agreement has been accepted, and Affiliates of that company or entity.
” means electronic data, information and personal information submitted
by or for You to Us.
of Purchased Services.
We will make the Services (except for the Club
Room Trading Webinar Service) available to You pursuant to this Agreement and use
commercially reasonable efforts to make the Services available 24 hours a day, 7
days a week, except for: (i) planned downtime (of which We shall give at least 8
hours electronic notice and which We shall schedule to the extent practicable during
the weekend hours between 6:00 p.m. Friday and 3:00 a.m. Monday Pacific time), and
(ii) any unavailability caused by an event of Force Majeure.
of Your Data.
We will take reasonable security measures and maintain
administrative, physical and technical safeguards to protect the security, confidentiality
and integrity of Your Data. Those safeguards will include, but will not be limited
to, measures for preventing access, use, modification or disclosure of Your Data
by Our personnel except: (i) to provide the Services and prevent or address service
or technical problems; (ii) as compelled by law in accordance with Section 5.3 (Compelled
Disclosure) below; and (iii) as You expressly permit in writing.
You can view Our
to it published by Us. You agree that We may collect, use and disclose your
OF SERVICES AND CONTENT
(a) Purchased Subscription.
Services are purchased on a subscription basis. When purchasing a subscription,
you will be given the option to purchase the Services by selecting from a list of
Services set forth in Schedule “A” on a monthly or annual subscription basis, as
applicable, and the associated subscription price of each Service shall be set forth
beside such Service subscription option.
(b) Trial Subscription.
You may register for trial access, without the payment of any fees, to use the Service
called “DeepStreet Edge”. Following the conclusion of the Trial, you must
decide to purchase a subscription for this Service pursuant to Schedule “A”.
. You will be responsible for Your compliance with this
Agreement. To subscribe for the Services, you will need to create an account with
Us and You must provide us with accurate and complete information. You must never
use another’s account without permission and You are solely responsible for the
activity that occurs under Your account. You must keep your account password secure.
You must only use the Services in accordance with all applicable laws and government
You will not: (i) make the Services available to, or
use any of the Services for the benefit of any third party; (ii) sell, resell or
distribute the Services or the Content; (iii) copy the Services or any part, feature,
function or user interface thereof; (iv) copy or duplicate any of the Content; (iv)
access the Services or Content in order to develop a product or service competitive
with the Services; or (v) reverse engineer the Services.
reserve the right to change this Agreement at any time, and the changes will be
effective when posted on our website for the Services or when we notify you by other
means. We may also change or discontinue the Services, in whole or in part. Your
continued use of the Services indicates your agreement to the changes.
4.1 Price. Each
Service will have a monthly or annual subscription price, as applicable, and the
first month’s or year’s payment, as applicable, will be payable by You to Us at
the time you subscribe for the Services.
4.2 Currency. Paymen
ts will be billed to You in US dollars and Your account will be debited when You
subscribe and provide Your payment information.
You must pay by one of the following methods:
online money transfer through your account with PayPal.com;
valid credit card acceptable to Us in our sole discretion; or
another payment option We provide to You in writing.
If Your payment and registration information is not accurate,
current and complete, and You do not notify us promptly when such information changes,
We may suspend or terminate Your subscription and refuse any further use of the
Services. If You do not notify Us of updates to Your payment method (e.g., credit
card expiration date), to avoid interruption of Your service, We may participate
in programs supported by Your card or other payment service provider (e.g., updater
services, recurring billing programs, etc.) to try to update Your payment information,
and You authorize Us to continue billing your account with the updated information
that We obtain.
We will automatically renew Your subscription on a monthly
or annual basis, as applicable, unless the Services are cancelled or terminated
under this Agreement. Subscriptions will automatically renew for additional periods
equal to the expiring subscription term. The per-unit pricing during any automatic
renewal term will be the same as that during the immediately prior term unless We
have given You written notice of a pricing increase at least 10 days before the
end of that prior term, in which case the pricing increase will be effective upon
renewal and thereafter.
If any owed amount is not received by Us by the due date,
then without limiting Our rights or remedies: (i) those charges may accrue late
interest at the rate of 1.5% of the outstanding balance per month (or 18% per annum);
and (ii) We may, in our sole discretion, condition future subscription renewals
on payment terms shorter than those specified in Section 4.5.
of Service and Acceleration.
If any amount owing by You under this
Agreement is 30 or more days overdue (or 10 or more days overdue in the case of
amounts You have authorized Us to charge to Your credit card), We may, without limiting
Our other rights and remedies, accelerate Your unpaid fee obligations so that all
such obligations become immediately due and payable, and suspend Our Services to
You until such amounts are paid in full. We will give You at least 10 days’ prior
notice that Your account is overdue before suspending Services to You.
We will not exercise Our rights under Section 4.6 or 4.7
if You are disputing the applicable charges reasonably and in good faith and are
cooperating diligently to resolve the dispute.
You agree that Your purchases are not contingent on
the delivery of any future functionality or features, or dependent on any oral or
written public comments made by Us regarding future functionality or features.
As used herein, the term “ Confidential Information ”
means the Services and the Content provided to You by Us through Your use of the
Services. However, Confidential Information does not include any information that:
(i) is or becomes generally known to the public without breach of any obligation
owed to Us; (ii) was known to You prior to its disclosure by Us without breach of
any obligation owed to Us; (iii) is given to You by a third party without breach
of any obligation owed to that third party; or (iv) was independently developed
by You, without access to the Confidential Information.
of Confidential Information.
You agree to keep the Confidential Information
strictly confidential and You will use the same degree of care that You use to protect
the confidentiality of Your own confidential information of like kind, but not less
than reasonable care. You agree not to use any Confidential Information for any
purpose outside the scope of this Agreement.
You may disclose Confidential Information to the extent
compelled by law to do so, provided that You give Us prior notice of the compelled
disclosure, to the extent legally permitted, and reasonable assistance, at Our cost,
if We wish to contest the disclosure.
WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
Each party represents that it has validly entered into this Agreement and has the
legal power to do so.
We warrant that: We use applicable administrative, physical
and technical safeguards for the protection of the security, confidentiality and
integrity of Your Data; and (ii) We will not materially decrease the overall security
of the Services during a subscription term. For any breach of an above warranty,
Your exclusive remedies are those described in Sections 11.3 (Termination) and 11.4
(Refund or Payment upon Termination).
EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE DO NOT MAKE ANY WARRANTY OR CONDITION OF
ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE SPECIFICALLY
DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW. THE CONTENT AND SERVICES ARE PROVIDED “AS IS,”
EXCLUSIVE OF ANY WARRANTY WHATSOEVER. WE DISCLAIM ALL LIABILITY AND INDEMNIFICATION
OBLIGATIONS FOR ANY DAMAGES CAUSED TO YOU BY YOUR USE OF THE SERVICES. WE
DO NOT WARRANT, CERTIFY OR GUARANTEE:
THE CONTENT WILL IMPROVE YOUR TRADING PERFORMANCE; OR
THE CONTENT WILL ACCURATELY PREDICT THE PRICE OF SECURITIES TRADED ON THE STOCK
MARKET. THE DATA WE OBTAIN FROM OUR SOURCES IS BELIEVED TO BE RELIABLE BUT WE DO
NOT GUARANTEE ITS ACCURACY; OR
ACCURACY, COMPLETENESS OR TIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH THE SERVICES
AND YOU AGREE THAT WE SHALL NOT BE HELD LIABLE IN ANY WAY FOR THE ACCURACY, COMPLETENESS
OR TIMELINESS OF THE CONTENT OR FOR ANY DECISION MADE OR ACTION TAKEN BY YOU THROUGH
YOUR RELIANCE UPON THE CONTENT.
7.1 Ownership. We
own all right, title and interest in and to the Services and the Content, including,
but not limited to, all Intellectual Property Rights therein or thereto. To the
extent You acquire any right, title and interest in and to the Services or the Content,
including but not limited to, Intellectual Property Rights therein or thereto, You
hereby assign and agree to assign the same to Us.
7.2 Copyright. The
Content provided to You by Us through Your use of the Services is protected by copyright
and is Our property. You may only use the Content for Your personal use and You
may not copy, reproduce, distribute, sell, resell, publish, display, modify, create
Derivative Works, transmit or commercially exploit the Content. You may not use
the Content to create any kind of database.
You will, whenever requested by Us, execute any and all
applications, assignments and other instruments which We deem necessary, at Our
cost, in order to apply for and obtain letters of patent or copyrights of Canada
or foreign countries for the Services, the Content, inventions or improvements related
thereto and in order to assign and convey to Us all sole and exclusive right, title
and interest in and to the Services, the Content, inventions or improvements, including
all Intellectual Property Rights therein.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE CONTENT PROVIDED
TO YOU IS MERELY INFORMATION AND IS NOT ADVICE OF ANY KIND WHATSOEVER, INCLUDING
FINANCIAL OR INVESTMENT ADVICE. WE ARE NOT PROVIDING TO YOU ANY TRADING, FINANCIAL
OR INVESTMENT ADVICE AND YOU HEREBY ACKNOWLEDGE AND AGREE THAT WE ARE NOT FINANCIAL
OR INVESTMENT ADVISORS. THE CONTENT IS NOT INTENDED TO PROVIDE TAX, LEGAL OR INVESTMENT
ADVICE AND WE DO NOT PROVIDE ADVICE AS TO THE PURCHASE OR SALE OF SECURITIES. FINANCIAL
AND INVESTMENT DECISIONS BASED ON THE CONTENT ARE YOUR SOLE RESPONSIBILITY. WE ASSUME
NO RESPONSIBILITY FOR ANY CONSEQUENCES RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION
OR INACTION YOU TAKE BASED ON THE CONTENT OR THE SERVICES.
All Content we provide to You is intended as general
information only and is neither professional stock broker, investment or trading
advice for any investment nor a substitute for other professional advice and services
from qualified financial or investment services providers familiar with Your financial
situation. Always seek the advice of your financial or investment advisor or other
qualified financial or investment services provider regarding any investment. The
Content is provided with the understanding that We are not engaged in rendering
professional services or advice. Your use of the Services is subject to all disclaimers
pursuant to this Agreement.
You will defend Us against any claim, demand, suit or proceeding
made or brought against Us by a third party alleging that Your use of the Services
infringes or misappropriates such third party’s Intellectual Property Rights or
violates applicable law (a “ Claim Against Us ”), and will indemnify
Us from any damages, legal fees and costs finally awarded against Us as a result
of, or for any amounts paid by Us under a court-approved settlement of, a Claim
We will defend You against any claim, demand, suit or proceeding
made or brought against You by a third party alleging that the Content infringes
or misappropriates such third party’s Intellectual Property Rights or violates applicable
law (a “Claim Against You”), and will indemnify You from any damages, legal
fees and costs finally awarded against You as a result of, or for any amounts paid
by You under a court-approved settlement of, a Claim Against You.
OUR LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING
OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY YOU HEREUNDER
IN THE 6 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL OUR AGGREGATE
LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID
BY YOU HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT
OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. WE WILL NOT BE HELD LIABLE IN
ANY WAY FOR THE FINANCIAL IMPACT TO YOU DUE TO ANY TRADES YOU MAKE AS A RESULT OF
RELYING ON OUR CONTENT.
of Consequential and Related Damages.
NO EVENT WILL WE HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS, REVENUES OR INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES,
DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS,
THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF
DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT,
WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS
OF THE THEORY OF LIABILITY, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY
This Agreement commences on the date You first accept
it and continues until Your subscription(s) has (have) expired or has (have) been
of Purchased Subscriptions.
The term of each subscription shall be
as specified when You purchase the subscription for a Service.
may immediately, in Our sole discretion, and without notice terminate the Services
if you fail to comply with this Agreement. Upon termination you must immediately
stop using the Services.
or Payment upon Termination.
Payments once made are not refundable.
If this Agreement is terminated and we have already processed Your monthly or annual
payment, as applicable, You will not receive a refund for that month or year of
subscription, as applicable.
Any termination of this Agreement
shall not affect Our rights to any payments due to Us.
The sections of this Agreement titled "Payment", "Confidentiality",
“Representations, Warranties, Exclusive Remedies and Disclaimers”, “Ownership”,
"Information Disclaimer", "Indemnification", "Limitation of Liability", "Term and
Termination" and "General Provisions" will survive any termination or expiration
of this Agreement.
of Giving Notice.
Except as otherwise specified
in this Agreement, all notices, permissions and
approvals hereunder shall be in writing and shall be deemed to have been given upon:
(i) personal delivery, the second business day after mailing, (ii) the second
business day after sending by confirmed facsimile, or (iii) the first business day
after sending by email
, and provided that neither an "out of
office" reply nor any other evidence of transmission failure has been received
We will use the contact information You provide to Us when You create an account
with Us as Your address for notice. Our address for notice is set forth below:
EOTPRO Developments Inc.
306-555 Jervis Vancouver BC V6E4N1