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.
“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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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].