TIER1 ALPHA, INC. TERMS OF SERVICE AGREEMENT 

Last Updated: August 26, 2021 

This TERMS OF SERVICE AGREEMENT (the “Agreement”) applies www.tier1alpha.com (the “Website”) and app.tier1alpha.com (the “App”) and to your subscription to the below-defined Services made available to you by Tier1 Alpha, Inc. (the “Company,” “we,” “us,” or “our”). BY USING OR ACCESSING THE WEBSITE OR APP AND BY SUBSCRIBING TO ANY SERVICES, YOU AGREE TO THESE TERMS OF SERVICE AND UNDERSTAND THAT THESE TERMS OF SERVICE SHALL CONSTITUTE A BINDING AND ENFORCEABLE CONTRACT BETWEEN YOU AND THE COMPANY. IF YOU DO NOT AGREE WITH THIS TERMS OF SERVICE AGREEMENT, YOU MUST IMMEDIATELY TERMINATE YOUR USE OF THIS SITE AND/OR APP.  

The Website App are the property of the Company.  By accessing the Website, App, or Services, you agree that your access to and use of the aforementioned, including any materials, documents, tools, models, presentations, or other information provided or developed by the Company, shall be exclusively governed by the terms of use set forth in this Agreement. You should read this Agreement carefully, as your access and use of the Website, App, and Services are expressly conditioned upon your acceptance of these terms. The Company may refuse access to and usage of the Website, App, or Services to anyone at any time, in its sole discretion. The Company reserves the right to modify or discontinue the Website, App, or Services at any time upon notice. The Company may change or amend this Agreement at any time. A notification of such change(s), as well as the revised Agreement itself, will be posted on the Website and in the App. The Company will notify you of any material changes made to this Agreement before such changes are implemented. By accessing or using the Website, App, or Services after the Company implements such changes, you signify your acceptance to the changes and your agreement to be bound by them.  

1. SERVICES  

“Service” or “Services” means any of the models, tools, calendars, indicators, ranges, visual media, or other financial market information or analyses developed, produced, built, created, or otherwise generated by the Company that is accessed through visiting the Website or the App, including but not limited to the MBAD Indicator, Daily Gamma Exposure Models, Implied Volatility Ranges, and the Economic Calendar.  

1. DISCLAIMERS 
2. THE CONTENT OF THE WEBSITE, APP, AND SERVICES ARE FOR GENERAL INFORMATION PURPOSES ONLY AND ARE NOT INTENDED TO BE RELIED UPON AS FINANCIAL OR INVESTMENT ADVICE.  NO MEDIA, ANALYSIS, INFORMATION, OR OTHER MATERIAL ON THE WEBSITE, APP, OR SERVICES (THE “INFORMATION”) CONSTITUTES A RECOMMENDATION TO BUY OR SELL A SECURITY OR FINANCIAL INSTRUMENT OR A RECOMMENDATION TO ADOPT A PARTICULAR INVESTMENT STRATEGY OR PLAN.  
3. All Information the Company provides, including but not limited to the information provided in the Economic Calendar, the Implied Volatility Ranges, the Daily Gamma Exposure Models, and the MBAD Indicator and other Services, is published for general information and educational purposes only. The Information is not intended to and does not constitute investment, legal, tax, accounting, or financial advice. None of the Information shall constitute or be construed as an offering of financial instruments or investment advice or investment recommendations. Any reference to a security’s, index’s, or other investment’s past or potential performance is not, and should not be construed as, a recommendation or guarantee of any specific outcome or profit. The Information should not be considered as information sufficient upon which to base an investment decision. All information contained on the Website, App, and Services is impersonal and not tailored to needs of any person, entity, or group of persons. Any action you take upon the Information is strictly at your own risk. 
4. THE WEBSITE, APP, AND SERVICES ARE PROVIDED “AS IS” WITH ALL FAULTS. THE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND REGARDING THE WEBSITE, APP, OR SERVICES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OWNERSHIP, NONINFRINGEMENT, ACCURACY OF INFORMATION AND OTHER INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE. Some jurisdictions do not allow the exclusion or limitation of implied warranties, so the above exclusions or limitations may not apply in all cases. 
5. While the Company attempts to include and rely upon accurate and reliable sources when compiling the Information, occasional errors or omissions in content may occur and the Company may unintentionally rely upon incomplete or incorrect information. The Company will make reasonable efforts to correct these errors or omissions and to update the Information, but the Company does not represent or warrant the accuracy, completeness, or timeless of the Information. Opinions and other Information are subject to change without notice. THE COMPANY SHALL NOT BE RESPONSIBLE FOR INVESTMENT DECISIONS, DAMAGES, OR OTHER LOSSES RESULTING FROM THE USE OF THE WEBSITE, APP, OR SERVICES.   
6. All Information and other materials on the Website, App, or Services are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, or disclosures and any copyright or proprietary notices. Any disclaimers, restrictions, disclosures, or hedge clauses apply to any partial document or material in the same manner as they do the whole, and they will be deemed incorporated in the portion of any Information that you consult or download. 
7. LIMITATION OF LIABILITY 

NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES OR ANY OF THEIR EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS, SERVICE PROVIDERS, OR SUPPLIERS SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT, THE WEBSITE, THE APP, SERVICES, OR THE USE OF, OR RELIANCE ON, THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEPT TO THE EXTENT SUCH DAMAGES ARISE DIRECTLY FROM A WILLFUL BREACH BY THE COMPANY (OR THAT PERSON) OF ANY OF ITS EXPRESS OBLIGATIONS UNDER THIS AGREEMENT OR EXCEPT TO THE EXTENT OTHERWISE EXPLICITLY MANDATED BY APPLICABLE LAW. 

EXCEPT TO THE EXTENT OTHERWISE EXPLICITLY PROHIBITED BY APPLICABLE LAW, NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES OR ANY OF THEIR EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS, SERVICE PROVIDERS, OR SUPPLIERS SHALL BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO THE FOREGOING, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EVEN IF THE COMPANY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

EXCEPT TO THE EXTENT OTHERWISE EXPLICITLY PROHIBITED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE COMPANY AND ITS AFFILIATES ARISING FROM OR RELATING TO THIS AGREEMENT, THE WEBSITE, APP, OR THE SERVICES, OR THE USE OF, OR RELIANCE ON, THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES THAT CAN BE PROVED IN A COURT OF COMPETENT JURISDICTION IN AN AMOUNT NOT TO EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR THE USE OF THE SERVICES. 

1. OWNERSHIP, COPYRIGHT, AND TRADEMARKS 
2. Ownership and Copyright. The content contained on the Website, App, and Services is owned or licensed by the Company and its third-party information providers and is protected by applicable copyrights, trademarks, service marks, and/or other intellectual property rights.  

You are only granted a limited, nonexclusive, revocable license to access the Website, App, and Services and to use the analysis or information provided solely for your private, non-commercial purposes. Accordingly, you may not copy, sell, transmit, disseminate, publish, circulate, broadcast, distribute, modify, post, frame, or deep link the Website, App, or Services or use any of the information therein in conjunction with creating, promoting, trading, or marketing and investment product or investment strategy without the express written consent of the Company.  

1. Trademarks. All trademarks, service marks, trade names, and logos displayed on the Website, App, or Services are proprietary to the Company and/or their respective owners. Nothing contained on the Website or App or in the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed without the written permission of the Company or such other third party that may own the trademark displayed. Your use of the trademarks displayed, except as provided herein, is strictly prohibited. 
2. Use of Media. The use of the images, graphs, models, or other visual media displayed on the Website, App, or Services (the “Media”) by you, or anyone else authorized by you, is prohibited. Any unauthorized use of the Media may violate copyright laws, trademark laws, and the laws of privacy and publicity, and communications, as well as other regulations and statutes. If you download any information from the Website, App, or Services, you agree that you will not copy it or remove or obscure any copyright or other notices or legends contained in any such information. 
3. Company’s Rights to its Intellectual Property. The Company reserves all rights with respect to its intellectual property and will enforce such rights to the full extent of the law. Unless information contained on the Website, App, or Services is otherwise public information, all Content contained on the Website is considered to be confidential information (including the Website’s features, functions, options, tools, capabilities, format and layout, etc.), and you agree not to copy, republish, or redistribute any of the Content or disclose the same to any third parties unless and only to the extent Rebellion has given you written permission to do so.  
4. Unsolicited Materials and Ideas. The Company does not want to receive confidential or proprietary information from you except to facilitate your subscription for the Services. Please note that any information or material sent to the Company will be deemed non-confidential. By sending the Company any information or material, you grant the Company a perpetual, nonexclusive, unrestricted, irrevocable, world-wide, fully paid, royalty free, sublicensable and transferable license to use, publish, reproduce, display, perform, modify, transmit, and distribute those materials or information, and you also agree that the Company is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose. 
5. USE OF THE WEBSITE, APP, AND SERVICES 
6. Permitted Uses. The Company grants each user a nonexclusive, nontransferable, and limited license to access to use the Website, App, and Services only as expressly permitted by this Agreement and any other Company agreements. The Website, App, and Services are solely and exclusively for your use (except as otherwise expressly permitted herein) and shall not be used for any illegal purpose or in any manner inconsistent with the provisions of this Agreement. You may use Information made available via the Website, App, or Services solely for personal, non-commercial use. You shall not copy, sell, transmit, disseminate, publish, circulate, broadcast, distribute, modify, post, frame, or deep link the Information unless you have the express written consent of the Company.  Notwithstanding anything to the contrary set forth herein, upon notice you agree to comply with, and use of the Information is subject to, any rules, restrictions and/or requirements of third-party content providers applicable to the Information and your use of the Information. 
7. Access to Website and App. Notwithstanding anything to the contrary in this Agreement, the Company reserves the right, in its sole discretion, to block access temporarily or permanently to the Website or App, at any time without notice and effective immediately. 
8. Additional Restrictions. Except as expressly permitted in this Agreement, you shall not, intentionally or unintentionally: (i) use this Website, App, or Services in any manner that could harm, take over, disable, overburden, or otherwise impair any computer systems of the Company; (ii) interfere with any other party’s use and enjoyment of the Website, App, or Services; (iii) access, monitor, or copy any Information, including but not limited to user information, or this Website’s or App’s architecture, using any robot, spider, scraper, web crawler, or other automated means or any similar manual process or any software; (iv) bypass or circumvent measures employed to prevent or limit access to the Website, App, or Service; (v) attempt to gain unauthorized access to any Services, servers, or networks used by this Website or App through any means; (vi) attempt to gain access to the Services or Information through any means not intentionally made available by the Company; or (vii) use the Services, Information, or any trademarks, trade names, service marks, copyrights, or logos of the Company or its affiliates in unsolicited mailings or spam material. 
9. SUBSCRIPTION  
10. Subscribers. This Section 6 – in addition to the entirety of this Agreement – applies to you if you subscribe to the Services.  All users desiring to access the Services must subscribe to such Services. All persons using the Services, including those persons using the Services on a trial or free-of-cost basis, shall hereinafter be referred to a “Subscribers.”  
11. Use of Services. The Company grants each Subscriber a nonexclusive, nontransferable, and limited license to access to use the Services only as expressly permitted by this Agreement. The Services are solely and exclusively for your use (except as otherwise expressly permitted herein) and shall not be used for any illegal purpose or in any manner inconsistent with the provisions of this Agreement. You may use Information made available via the Services solely for personal, non-commercial use.  

Your subscription is personal to you, the Subscriber. You may not transfer or share your subscription with another person, other than immediate family members living in the same household, provide that: (i) each such family member reads and agrees to be bound by this Agreement; (ii) your subscription is not simultaneously used by more than one person at any given time; (iii) you agree to be responsible for any use of the Services by such family member(s); and, (iv) the family member is at least 18 at years of age at the time of the transfer of the subscription.  

1. Registration Form. To obtain a subscription and become a Subscriber, you must register for the Services by completing the online registration form. Your subscription will not be valid, and you will not become a Subscriber, until the Company accepts you completed registration form. By completing the registration form and subscribing for the Services, you, the Subscriber, represent and warrant that all registration information that you provide is true, complete, and accurate, and you agree to notify the Company of any changes to this registration information.  
2. Automatic Renewal of Services.  You may be offered a free trial subscription to the Services and this free trial subscription will normally begin on the date on which the Company accepts your completed registration. UNLESS CANCELLED BY YOU OR THE COMPANY DURING THIS TRIAL PERIOD, THE INITIAL TERM OF YOUR REGULAR PAID SUBSCRIPTION WILL START IMMEDIATELY AFTER THE FREE TRIAL PERIOD ENDS AND WILL CONTINUE FOR THE LENGTH OF TIME THAT YOU SELECTED WHEN YOU REGISTERED. If you have ever taken a free trial to the Services, you will not be eligible to receive another free trial. Instead, the initial term of your subscription will begin immediately upon the Company accepting your registration and your credit card will be charged for the subscription fee associated with the term length you selected when you registered. 

In those instances where you subscribe to the Services using a special or introductory offer, unless you notify us that you wish to cancel your subscription before the end of its initial term, your subscription will automatically renew for the period of time specified in that offer and your credit card will be charged the subscription fee in effect at the time for that subscription term length. 

Other than as described elsewhere in this section, unless you notify us that you wish to cancel your subscription before the end of its then-current subscription term, your subscription will continue to automatically renew for successive terms of the same duration and your credit card will be charged for each such renewal at the subscription fee in effect at the time of that renewal. 

1. Changes to the Services. The Company reserves the right to change the Services at any time without notice (including but not limited to adding or removing Information). If you are dissatisfied with any such changes, or if you are otherwise dissatisfied with the Services (including but not limited to its performance or availability), your only remedy is to cancel your subscription as set for the below.  
2. Fees and Billing Practices. In exchange for access to the Services, each Subscriber shall pay a subscription fee of $29.99 every month (the “Fee”). Fees on credit-card transactions are authorized immediately, but not actually processed until any applicable limited time free trial period has expired. The Company plans to engage Stripe, Inc. a third-party payment processor, to provide subscription management and Fee processing services. The Company reserves the right to engage a different payment processor in its discretion.  

The Company reserves the right to change the Fees it charges for its Services at any time and upon notice to Subscribers. These sorts of changes include, but are not limited to, adding fees for new/optional Services and/or modifying fees for existing Services. By using any of the Services, with which there are associated fees, you agree to pay those fees. If you do not want to pay these associated fees, you must cancel your subscription, as set forth below. For absence of doubt, if the Company increases the Fee at some point during a Subscriber’s then-current subscription term, that increased Fee will only apply to a Subscriber upon the next renewal, if any, of your subscription. 

Fees and all other fees and charges associated with your subscription (including, but not limited to, any applicable federal, state, and local taxes) will be billed automatically to the credit card you provide when registering for the Services (“your credit card”). If your credit card is a VISA or MasterCard and the number or expiration date for your credit card changes for any reason (for instance, you get a new number because your old card expired, was stolen, etc.), that updated information may be automatically passed on from your credit card issuer to Stripe or the Company, and if we do receive such information, it will be treated by Stripe or the Company as if it were originally furnished by you. To learn more about this pass-along service being provided by your credit card issuer, please contact it directly. 

While you are a Subscriber, you must promptly notify the Company if any information you provided to us related to your credit card — for instance, your billing address — changes or is no longer valid for any reason. Absent such notification, the Company will assume that all of the information related to your credit card remains valid and will submit to the card processor all information that it requires for approval, both when you initially subscribe and, if applicable, upon the commencement of any renewal of that subscription. If any Fees or other charges billed to your credit card are declined for any reason, the Company shall have the right to suspend your subscription until such Fees or other charges are paid in full. You agree to pay all costs (including attorneys’ fees) incurred by the Company in collecting any unpaid Fees or other charges from you.  

1. Cancellation. You may cancel your subscription by sending an email to [email protected]. 

If you cancel your subscription during your free trial period, you will not be responsible for the payment of a subscription fee. However, except as otherwise provided herein, if you cancel your subscription at any time after your trial period expires, your subscription to the Services will continue in effect until the next monthly anniversary of the effective date of your paid subscription. (For example, if your paid subscription start date is on January 1 and you cancel it on June 15, your subscription remains in effect until July 1, at which time it ends.) For those with yearly or multi-year subscriptions, any remaining prepaid charges will be refunded, prorated on a monthly basis, to your credit card after your subscription ends. 

The Company may at any time immediately cancel your subscription, without notice or liability, if it determines in its sole discretion that: (i) you have breached any portion of this Agreement; or (ii) your use of or access to the Services or any other portion of the Website or App violates any applicable law or regulation or otherwise inhibits any other Subscriber from using or accessing any portion of the Services, Website, or App. Upon such cancellation, you will have no further right to access or use any portion of the Services. None of the foregoing limits any other legal, equitable, or contractual rights available to the Company. 

The Company may, in its sole discretion, choose not to renew your subscription by sending a notice of non-renewal at any time during your subscription term to the e-mail address you provided when completing your registration. You will be deemed to have received this notice, whether or not you saw it or the e-mail address provided by you continues to be valid. In the event of such a notice, your subscription will cease and will not automatically renew at the end of your then-current subscription term. 

If you purchased the Services via the Apple In-App Purchase (IAP) mechanism, then, subject to applicable law, you may only cancel your subscription through Apple. Please direct all questions regarding the status of your account to Apple and reference your Apple ID.  

1. NO ENDORSEMENTS 

References on the Website, App, or Services to any names, marks, products, services of third parties, or hypertext links to third party websites or information do not constitute or imply an endorsement, sponsorship, or recommendation of the third party, information, product, or service by the Company. The Company and its affiliates do not endorse or make any warranties or representations about any website you may access through the Website, App, or Services. Any links to other websites are provided for convenience only. If you access any third-party website through the Website, App, or Services, you do so at your own risk. 

1. MONITORING THE WEBSITE AND APP 

The Company reserves the right to monitor and record activity on the Website and App at its sole discretion and may report any activity that it suspects may violate any law or regulation as it deems appropriate. 

1. INDEMNIFICATION 

You agree to indemnify, defend, and hold harmless the Company nor any of its affiliates or any of their employees, directors, officers, agents, vendors, service providers, or suppliers against any and all claims, liabilities, losses, costs (including, but not limited to, reasonable attorneys’ fees), and/or damages of any kind arising from or relating to: (i) your use of the Website, App, or Services; (ii) your breach of this Agreement; and (iii) any messages, information, or materials uploaded, posted, published, or transmitted by you in connection with the Services. 

1. GOVERNING LAW AND JURISDICTION 

This Agreement is governed by and construed in accordance with the laws of the State of California, U.S.A., without giving effect to any choice-of-law or conflict-of-law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than that of the State of California. You hereby consent to, and agree to bring any and all claims in, the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, U.S.A., for any action or proceeding arising under or relating to this Agreement, the Website, App, Services, or the use of, or reliance on the Services, whether based in contract or tort or otherwise. Each party expressly waives the right to trial by jury. 

1. ENTIRE AGREEMENT 

This Agreement constitutes the entire agreement between you and the Company regarding the subject matter hereof and supersedes any and all prior negotiations, representations, warranties, undertakings, or agreements, written or oral, between the parties regarding such subject matter. 

1. SEVERABILITY 

To the maximum extent possible, each provision in this Agreement shall be interpreted in such a manner as to be valid and enforceable under applicable law. If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such provision shall be modified so as to be rendered valid and enforceable while implementing, to the maximum extent possible, the original intent of such provision. If such modification is not possible or allowed, then such provision shall be ineffective only to the extent of such unenforceability or invalidity without affecting the remainder of such provision or any other provisions in this Agreement. 

1. CONTACTING TIER1 ALPHA LLC.

You may contact the Company at any time regarding this Agreement, the Website, App, or Services, or your subscription by sending an e-mail to the Tier1 Alpha team, at [email protected].