THIS AGREEMENT GOVERNS YOUR USE OF THE SERVICES.
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 May1st. It is
effective between You and Us as of the date of Your acceptance of this
"Affiliate" 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.
“Content” means information provided by Us to You through
Your use of the Services.
“Derivative Work” 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
“Intellectual Property Rights” 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).
accessible at [insert link].
“Service” 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.
"You" 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.
“Your Data” means electronic data, information and
personal information submitted by or for You to Us.
Provision 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.
Protection 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 Privacy
published by Us. You agree that We may collect, use and disclose your
personal information that forms part of Your Data according to the Privacy
USE OF SERVICES AND CONTENT
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.
Trial Subscription. You may register for trial access,
without the payment of any fees, to use the Service called “Club Room Trading
Webinar”, which includes access to 20 free webinar (the "Trial").
Following the conclusion of the Trial, you must decide to purchase a subscription
for this Service pursuant to Schedule “A”.
Your Responsibilities. 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 regulations.
Usage Restrictions. 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
We 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
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.
Currency. Payments will be billed to You in US dollars and
Your account will be debited when You subscribe and provide Your payment
Methods of Payment. You must pay by one of the following
An online money transfer through your account with PayPal.com;
A valid credit card acceptable to Us in our sole discretion; or
By another payment option We provide to You in writing.
Payment Information. 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
Automatic Renewal. We will automatically renew Your
subscription on a monthly or annual basis, as applicable, unless the Services are
cancelled or terminated under this Agreement.
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
Overdue Charges. 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
Suspension 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.
Payment Disputes. 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.
Future Functionality. 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.
Confidential Information. As used herein, the term “
” 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
Protection 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
Compelled Disclosure. 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.
REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND
Representations. Each party represents that it has validly
entered into this Agreement and has the legal power to do so.
Our Warranties. 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
Disclaimers. 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:
THAT THE CONTENT WILL IMPROVE YOUR TRADING PERFORMANCE; OR
THAT 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
THE 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.
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.
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.
Further Assurances. 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
Information Disclaimer. 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.
Provision of Information. 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
Indemnification by You. 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 “
”), 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 Against Us.
Indemnification by Us. 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.
LIMITATION OF LIABILITY
Limitation of Liability. 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.
Exclusion of Consequential and
IN 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
TERM AND TERMINATION
Term of Agreement. This Agreement commences on the date You
first accept it and continues until Your subscription(s) has (have) expired or has
(have) been terminated.
Term of Purchased Subscriptions. The term of each
subscription shall be as specified when You purchase the subscription for a
We 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.
Refund 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.
Surviving Provisions. 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.
Manner 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.
24819 106b Ave
Maple Ridge, BC V7L 1A4
Governing Law and Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of the Province of British
Columbia and the federal laws of Canada applicable therein and the parties
hereby exclusively attorn to the jurisdiction of the Courts of the Province of British
Columbia, judicial district of Vancouver.
Equitable Relief. You acknowledge and agree that any
breach of Your obligations under this Agreement with respect to Our Intellectual
Property Rights or Confidential Information will cause irreparable injury for
which there are inadequate remedies at law, and therefore We will be entitled
to seek in any court of competent jurisdiction injunctive, preliminary or other
equitable relief in addition to damages, including court costs and reasonable
legal and other professional fees, to remedy any actual or threatened
violations of Our rights with respect to Our Intellectual Property Rights and
Force Majeure. Non-performance of this Agreement (other
than any failure to make payments required under this Agreement) by a party
shall be excused to the extent that performance by such party is rendered
impractical or impossible by civil disobedience, strike, earthquake, fire,
flood, governmental acts, governmental orders or governmental restrictions,
shortages of supplies, Internet service provider failure or delay or denial of
service attack or any other reason where failure to perform is beyond the
reasonable control of, and not caused by negligence of, the non-performing
party (“Event of Force Majeure”); provided further that the
non-performing party provides prompt notice of the Event of Force Majeure and
its expected duration, and uses reasonable efforts to resolve such Event of
Time. Time shall be of the essence of this Agreement and
of all provisions of it and no extension or variation of this Agreement shall
operate as a waiver of this provision.
Entire Agreement. This Agreement shall constitute the
entire Agreement between the parties and supersedes any and all prior
agreements whether written or oral between the parties with respect to the Services.
Assignment; Enurement. This Agreement may not be assigned,
in whole or in part, by You without our prior written consent.
However, We may assign or
transfer it without Your consent to (a) an Affiliate, (b) a company through a
sale of assets by Us, or (c) a successor by merger.
Agreement shall enure to the benefit of, and be binding upon, the parties and
their respective successors, heirs and permitted assigns.
EOTPRO, DeepStreet Edge,
DeepStreet Now and DeepStreet First are trade-marks of Ours.
Severability, Waiver. In the event that any one or more
provisions contained herein shall be held by a court of competent jurisdiction
to be invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not in
any way be affected or impaired thereby. No failure or delay by any party
hereto in exercising any right or remedies under this Agreement shall be
construed to operate as a waiver thereof nor shall any single or partial
exercise or waiver of any right or remedy preclude its further exercise or the
exercise of any other right or remedy.
Contra Proferentem. No presumption shall operate in favour
of or against either party hereto as a result of any responsibility that either
party hereto may have had for drafting this Agreement.
Amendments. This Agreement may not be amended, modified,
varied or supplemented except by an instrument in writing signed by the
Rights of Third Parties. Nothing in this Agreement is
intended to confer on any party that is not a party to this Agreement any right
to enforce any term of this Agreement.
Headings. The headings herein are inserted for convenience
of reference only and shall not be used in interpreting or construing this
SERVICES, SUBSCRIPTION TERM(S)
$[TO BE CONFIRMED]/year
DEEP STREET EDGE: (i) Combined deep street edge dashboard
containing Urgency 1 and Urgency 3 news; (ii) Live club room two hours a day;
and (iii) Two index charts NQ and YM.
DEEP STREET FIRST: (i) DeepStreet First dashboard
containing Urgency 1 news( news that arrives 5-20 minutes before web ); and
(ii) one index chart YM.
DEEP STREET NOW: (i) DeepStreet Now dashboard containing
Urgency 3 news ( news that arrives same time as web ); and (ii) one index
Interactive Brokers Inc. Content: (i) Dow 30 stocks and
free Dow 30 line (only available to subscribers that have an active account
with Interactive Brokers Inc.)
CLUB ROOM TRADING WEBINAR: participate in a live streamed
webinar presented by EOTPRO’s CEO, Bill Dennis, who will demonstrate how he
uses [DEEP STREET EDGE, DEEP STREET FIRST OR DEEP STREET NOW] to make trades of
securities for his own brokerage account.
Free Trial; thereafter, Included in DeepStreet Edge