USER TERMS AND CONDITIONS
Welcome to the Inside Options, LLC (“Licensor”) platform (the “Services”). Licensor and/or its affiliates provide the Services to you subject to a User Agreement between you and the Licensor, and pursuant to the following terms and conditions (“Conditions of Use”). If you access or use the Services (located at https://insideoptions.io) or use any features on the Services, you will be deemed to have accepted these Conditions of Use. Please read them carefully. These Conditions of Use are a legally binding contract between you and Licensor regarding your use of the Services. To the extent any provision of these Conditions of Use are inconsistent with the User Agreement, the terms of the User Agreement shall control.
1. Services License. Licensor hereby grants to Customer a limited, non-exclusive, nontransferable license to access and use the Services solely for Customer’s own internal business purposes. No ownership or other rights or licenses of any kind are granted by Licensor to Customer hereunder with respect to the Services or the source code, object code or underlying structure, ideas or algorithms of any of Licensor’s software, documentation or data related to, provided with, or used to provide the Services (the “Software”), and Customer shall not rent, sell, assign, lease, sublicense, or otherwise transfer or encumber the Services. By using the Services: (a) Customer agrees to be bound by the terms of these Conditions of Use, and (b) Customer is the owner or an authorized user of the computer(s) in which the Services will be used.
2. Permitted Uses and Restrictions.
2.1 Usage. The User Agreement and these Conditions of Use permit Customer to access and use the Services on Customer’s private computers. Any saved or archived version of the Services must include all copyright information and related documentation contained on the original. Customer may NOT de-compile, disassemble, reverse engineer, modify, lease, rent, distribute, make commercial use of, or create derivative works based on the Services, either in whole or in part. Customer’s rights under the User Agreement and these Conditions of Use will terminate automatically and without notice if Customer fails to comply with any term(s) of the User Agreement and these Conditions of Use.
2.2 Operating Environment. The Customer shall be responsible for purchasing or licensing at its expense any third-party software necessary to run and operate the Services. The Customer shall be responsible for acquiring and maintaining any hardware necessary to run and operate the Services, including any computers, servers, LAN or internet connections, as well as any internet connection.
2.3 Updates and Modifications. Licensor shall not be required to update or modify the Services in any respect except pursuant to a separate written agreement between Licensor and Customer.
3. Personal Use Only Restrictions. The Services are only available for the internal use by the Customer in investing the Customer’s own investments savings, and may not be used to make investment decisions on behalf of any third party. Customer may NOT modify, copy, display, transmit, perform, license, distribute, publish, reproduce, create derivative works from, transfer, or sell any information, software, products or services obtained from or by means of the Services without express written consent of the Licensor. Using the Services for any purpose(s) other than the internal, personal use of the Customer is expressly forbidden.
4. Acknowledgement of Cloud-Based Data Collection. The Services may use a cloudbased data technology that collects certain non-identifiable statistical data (e.g., operating system, currently installed application, system registry setting, etc.) solely for the purpose to provide the features and functionality of the Services to Customer, and to make Licensor’s products more efficient and effective for Customer’s overall experience as a user.
5. Registration/Passwords.
5.1 Registration. The Services or additional services may permit or require Customer to create an account to participate or access additional features or functionalities (“Registration”).
5.2 Passwords. Customer is the sole and exclusive guardian of any password and ID combination issued or chosen by to Customer. Maintaining the confidentiality and security of Customer’s Password(s) and ID(s) is solely Customer’s responsibility. Customer is fully responsible for all transactions undertaken by means of any account opened, held, accessed or used via Customer’s password and ID. Customer shall notify Licensor immediately and confirm in writing any unauthorized use of accounts or any breach of security, including without limitation any loss, theft or unauthorized use of Customer’s password(s), and/or ID(s) or any related account. If Licensor has reasonable grounds to suspect that the security of Customer’s Password and/or ID has been compromised, Licensor may suspend or terminate Customer’s account, refuse any and all current or future use of the services, and pursue any appropriate legal remedies. Licensor shall not be responsible for any losses incurred in connection with any misuse of any Password or ID.
5.3 Provided Information. If Customers provide any information in connection with a Registration, Customer must provide and maintain accurate, complete and current information. If Licensor has reasonable grounds to suspect that Customer’s information is inaccurate, not current or not complete, Licensor may suspend or terminate Customer’s use of the Services and pursue any appropriate legal remedies. Customer agrees that Licensor shall have the right to use the information Customer provides to Licensor for the purposes described in the User Agreement and these Conditions of Use and in furtherance of Customer’s use of its services.
6. Intellectual Property. The Services and the Software are Licensor’s property or the property of Licensor’s licensors, and are protected by U.S. and international copyright, trademarks, patents and other proprietary rights and laws relating to Intellectual Property Rights. “Intellectual Property Rights” means, collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral or similar rights. Customer may not delete, alter, or remove any copyright, trademark, or other proprietary rights notice Licensor has placed on the Services. All rights not expressly granted hereunder are expressly reserved to Licensor and its licensors. The Licensor’s name, logos and affiliated properties, are the exclusive property of Licensor. All other trademarks appearing on any Services are trademarks of their respective owners. The trade names, trademarks and service marks owned by Licensor, whether registered or unregistered, may not be used in connection with any product or service that is not Licensor’s in any manner that is likely to cause confusion. Nothing contained herein should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Licensor’s trade names, trademarks or service marks without its express prior written consent.
7. Representations and Warranties.
7.1 Compliance with Law. As a condition precedent to Customer’s use of the Services and Software, Customer agrees to comply with all laws and regulations that apply to Customer’s use of Services. These laws include, but are not limited to, US and international copyright laws and all intellectual property laws, the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, the Investment Company Act of 1940, as well federal, state and local statutes.
7.2 Financial Market Information; No Warranty; Financial Information. The Services may make available certain financial market data, quotes, news, research, analyst research, reports and opinions or other financial information (collectively, the “Market Information”) that has been independently obtained by certain financial market information services, financial publishers, various securities markets including stock exchanges and their affiliates, investment bankers and other providers or has been obtained by the Licensor (collectively, the “Information Providers”). The Licensor does not guarantee or certify the accuracy, completeness, timeliness or correct sequencing of the Market Information made available to Customer by the Information Providers or any other third-party vendors transmitting the Market Information (the “Information Transmitters”). Customer understands that none of the Market Information available through the Services constitutes a recommendation or solicitation that Customer should purchase or sell any particular security or other asset. Licensor does not endorse or approve any of the Market Information and only makes such Market Information available as a service and convenience to Customer. ALL MARKET INFORMATION IS PROVIDED ON AN “AS-IS” BASIS. CUSTOMER AGREES THAT NONE OF LICENSOR, THE INFORMATION PROVIDERS OR THE INFORMATION TRANSMITTERS SHALL BE LIABLE IN ANY WAY FOR THE ACCURACY, COMPLETENESS, TIMELINESS OR CORRECT SEQUENCING OF THE MARKET INFORMATION, OR FOR ANY DECISION MADE OR ACTION TAKEN BY CUSTOMER OR ANY END USER RELYING UPON THE MARKET INFORMATION. NONE OF LICENSOR, THE INFORMATION PROVIDERS OR THE INFORMATION TRANSMITTERS GUARANTEE ANY FUTURE PERFORMANCE OF ANY ACCOUNT OF CUSTOMER, NOR ANY SPECIFIC LEVEL OF PERFORMANCE OF ANY TRADE NOR THE SUCCESS OF ANY INVESTMENT DECISION OR STRATEGY. NEITHER LICENSOR NOR ANY OF ITS VENDORS SHALL BE RESPONSIBLE FOR INVESTMENT DECISIONS, DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THE SERVICE.
8. Disclaimer of Warranties. Except for the warranty provided by Section 8(c) herein, the Services are provided for use on an “AS IS” and “AS AVAILABLE” basis. Licensor makes no representations or warranties of any kind, expressed or implied, as to the general operation of the Services, the use of the Services, or the results of the use of the Services. Customer expressly agrees that Customer’s use of the Services are at Customer’s sole risk. Licensor expressly disclaims any warranty that Licensor’s security is reasonable or complies with industry standards. Licensor expressly disclaims, to the extent permitted by law, all expressed, implied, and statutory warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. Licensor disclaims any warranties regarding the reliability, security, timeliness and performance of the Services. Licensor disclaims any warranties for any information or advice obtained through the Services. Licensor does not warrant that the Services, the Licensor servers, or electronic communications sent from Licensor are free of viruses or other harmful components.
9. LIMITATION OF LIABILITY. IN NO EVENT SHALL LICENSOR BE LIABLE FOR: DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER; INCLUDING BUT NOT LIMITED TO, DAMAGES FOR NEGLIGENCE, DEFAMATION, COPYRIGHT INFRINGEMENT OR ANY OTHER CLAIMS ARISING FROM OR IN CONNECTION WITH THE USE OF THE SERVICES. THE DELAY OR INABILITY TO IMPLEMENT THE SERVICES. THE PROVISION OF OR FAILURE TO PROVIDE SERVICES FOR ANY INFORMATION, PRODUCTS, SOFTWARE, SERVICES, AND RELATED GRAPHICS OBTAINED THROUGH THE SERVICES OR OTHERWISE ARISING FROM THE USE OF THE SERVICES; WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE; EVEN IF THE USER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY OR THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY, LICENSOR’S ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL NOT EXCEED THE AGGREGATE AMOUNT OF FEES ACTUALLY RECEIVED BY LICENSOR FROM CUSTOMER FOR ITS USE OF THE SERVICE FOR THE ONE (1) YEAR PRECEDING THE DATE ON WHICH THE INCIDENT WHICH IS THE BASIS FOR LIABILITY AROSE.
10. INDEMNIFICATION. CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR, ITS PARENTS, AFFILIATE AND SUBSIDIARY COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS AND AGENTS FROM ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES) ARISING FROM LICENSEE’S USE OF THE SERVICES, LICENSEE’S VIOLATION OF THE LICENSE OR LICENSEE’S INFRINGEMENT, OR INFRINGEMENT BY ANY OTHER USER OF LICENSEE’S ACCOUNT, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY. LICENSEE AGREES TO IMMEDIATELY NOTIFY LICENSOR OF ANY UNAUTHORIZED USE OF LICENSEE’S ACCOUNT OR ANY OTHER BREACH OF SECURITY KNOWN TO LICENSEE.
11. Confidential Information and Covenants.
11.1 Treatment of Confidential Information. Each party hereby acknowledges and agrees that the other party’s Confidential Information constitutes and contains valuable proprietary information and trade secrets of such party, and embodies substantial creative efforts and confidential information, ideas, and expressions. Each party agrees (a) to hold any and all Confidential Information obtained from the other party in strict confidence, to take measures to protect such Confidential Information that are at least as protective as measures taken to protect its own information that it regards as confidential and proprietary, and to use and permit use of such Confidential Information solely as permitted hereunder; (b) to disclose or provide access to the other party’s Confidential Information only to employees, affiliates, agents or vendors on a need-to-know basis or as otherwise permitted hereunder; (c) to make copies of the other party’s Confidential Information only to the extent permitted hereunder; and (d) not to develop any other materials, products, or services containing any of the concepts or ideas contained in any of the other party’s Confidential Information. “Confidential Information” means, with respect to any party (and its affiliates, employees, agents, customers and vendors), all information or material that is non-public, confidential or proprietary in nature and is disclosed in connection with complying with the terms hereof, including but not limited to: (i) the terms and conditions of the User Agreement and these Conditions of Use; (ii) any trade secret, know-how, idea, invention, process, technique, algorithm, program (whether in source code or object code form), hardware, device, design, schematic, drawing, formula, data, plan, strategy or forecast; (iii) any technical, engineering, manufacturing, product, marketing, servicing, financial, personnel or other information or materials; (iv) IDs and Passwords; and (v) any information that gives such party some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to its interests. Confidential Information shall not include information that (x) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party; (y) was previously known to the receiving party or rightly received by the receiving party from a third party; or (z) is independently developed by the receiving party. Notwithstanding the foregoing, a receiving party may disclose Confidential Information pursuant to any applicable statutory or regulatory or court order; provided, that, the disclosing party is given prompt written notice and an opportunity to object to such disclosure and seek protective treatment, and the scope of each such disclosure is limited to the greatest extent possible.
11.2 Non-Exclusive Equitable Remedy. The Parties acknowledge and agree that there can be no adequate remedy at law for any breach of a party’s obligations under this Section 12. Therefore, upon any such breach or threatened breach, the non-breaching party will be entitled to appropriate equitable relief (without the necessity of proving actual damages or of posting a bond), in addition to whatever remedies it may have at law.
11.3 Permitted Disclosures in Connection with Transactions. Licensor may disclose to its prospective lenders, investors or acquirors who have entered into a nondisclosure agreement substantially similar to the confidentiality provisions of these Conditions of Use, the existence of the User Agreement and these Conditions of Use, and information regarding the periodic aggregate revenue paid by Customer to Licensor, the term of the User Agreement, and any fees due upon renewal of the User Agreement.
11.4 Non-Solicitation of Employees. During the term of the User Agreement, and for two (2) years after the expiration or termination of the User Agreement, Customer shall not induce, solicit, or assist in the solicitation of, any person employed or engaged by Licensor in any capacity (including without limitation as an executive or independent contractor), to terminate such employment or other engagement, whether or not such person is employed or engaged pursuant to a contract with Licensor and whether or not such person is employed or otherwise engaged at will.
11.5 Non-Solicitation of Customers. During the term of the User Agreement, and for two (2) years after the expiration or termination of the User Agreement, Customer shall not solicit, induce or encourage any other customer of the Licensor to terminate the customer’s relationship with the Licensor or any way reduce the amount of business which the customer does with the Licensor.
11.6 Non-Disparagement. The Customer will not make any negative statements about Licensor, or any of its respective affiliates, stakeholders, subsidiaries, customers, employees or consultants, or their respective investments, strategies or businesses, that would reasonably be expected to interfere with such party’s business relationship with any stakeholders, customers, vendors, suppliers or lenders.
12. Binding Arbitration and Class Action Waiver. This Binding Arbitration and Class Action Waiver (this “Waiver”) applies to any dispute arising between Customer and Licensor regarding these terms. For purposes of this Waiver, the term “Dispute” means any dispute, action, or other controversy whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. Dispute will be given the broadest possible meaning allowable under law. In the event of a Dispute, Customer must provide Licensor with a Notice of Dispute, which is a written statement of the name, address and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested. Customer must send any Notice of Dispute to Licensor at the address set forth for Licensor on the signature page hereto, or at any other address of which Licensor notifies Customer. If Customer or Licensor do not resolve any Dispute by informal negotiation, any other effort to resolve the Dispute will be conducted exclusively by binding arbitration governed by the United States Federal Arbitration Act (“FAA”). The parties agree that they are giving up the right to litigate (or participate in as a party or class member) all Disputes in court before a judge or jury. Instead, all Disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA. Any court with jurisdiction over the parties may enforce the arbitrator’s award. Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Customer will not seek to have any Dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. Any arbitration will be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules. Each party agrees to commence arbitration only in Lyon County, Nevada. To the extent permitted by law, any Dispute must be filed within one year. The one-year period begins when the Dispute first could be filed. If such a Dispute is not filed within one year, it is permanently barred. If this Waiver is found to be illegal, invalid or unenforceable as to all or some parts of a Dispute, then this Waiver will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this Waiver is found to be illegal, invalid or unenforceable, that provision will be severed with the remainder of this Waiver remaining in full force and effect.
13. Miscellaneous Terms.
13.1 Jurisdiction and Venue. Subject to and without limiting the obligation of the parties to submit to binding arbitration as provided for in Paragraph 12, each party hereby submits to the exclusive jurisdiction and venue of the appropriate State and Federal courts located in Lyon County, Nevada, with respect to all matters arising out of or relating to the User Agreement and these Conditions of Use.
13.2 Force Majeure. Except for the payment of monies due hereunder, the Licensor shall not be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including, without limitation, acts of God, earthquake, fire, flood, embargoes, labor disputes and strikes, riots, war, error in the coding of electronic files, internet or other network “brownouts” or failures, power failures, novelty of product manufacture or other unanticipated product development problems, and acts of civil and military authorities (each a“Force Majeure Event ”); provided, that, upon becoming aware of such Force Majeure Event the Licensor gives the Customer prompt written notice of the failure to perform and the reason therefor and uses its commercially reasonable efforts to limit the resulting delay in its performance.
13.3 Assignment by Licensor. Notwithstanding in the User Agreement or these Conditions of Use, the Licensor may assign the User Agreement without providing notice to, or obtaining the consent of, the Customer, at any time in connection with a merger, acquisition, corporate reorganization, or sale or transfer of all or substantially all of Licensor’s assets. Any attempt by a party to assign its rights or obligations under the User Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, the User Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
13.4 Headings. The headings of the paragraphs of these Conditions of Use are inserted for convenience of reference only, shall not be construed as part of these Conditions of Use, and shall in no way be construed as defining, limiting or affecting the scope or intent of the provisions of these Conditions of Use.