CONTENT LICENSE AGREEMENT
- Parties. The parties to this Agreement are you, the licensee (“You”) and Directional Alpha. If you are not acting on behalf of yourself as an individual, then “you”, “your”, and “yourself” means your company or organization or the person you are representing. All references to “we”, “us”, or “our”, “this website” or “this site” shall be construed to mean this directionalalpha.com website business and Directional Alpha.
- Content. Our proprietary content known as “Blog postings, 360-Series, 360-Pagers, papers, e-Books, online courses and training material, analysis, reports, images, charts, webinars and videos” consisting of text, images, and videos, and associated media, and described as follows: postings, e-books, papers, analysis, content, reports, training, courses, webinars, videos, images, charts, articles. Content includes updates that we may add from time to time.
- Remote Access To Content; Download Rights. You may access and use the Content as an online service at our website, subject to the terms of this Agreement. You may download Content only to the extent that downloading may be expressly authorized in online instructions at our website (“Authorized Downloadable Content”).
- Personal Use License Grant For Content. Subject to the terms of this Agreement, you are granted a non-exclusive, non-assignable, non-sub licensable license to use the Content only for your own personal, non-commercial use. Personal use includes use of the Content solely for your educational purposes to enhance your business or commercial, provided the use does not violate the use restrictions provided herein. All rights not expressly granted in this Agreement are reserved.
- Restrictions For Content. You may not modify the Content. For Authorized Downloadable Content only, you may download and copy the Content only to a single primary computing device and to a single portable device, and you may print a single copy of the Content, provided that you do not remove or obscure any proprietary rights notices or labels on the Content. You are not authorized to resell, sublicense, or transfer the Content for any purpose. You are not authorized to permit others to use the Content or any copies thereof.
- Your Access-Related Responsibilities. You are responsible for maintaining the confidentiality of your login ID, password, and any additional information that we may provide regarding accessing our website. If you knowingly share your login ID and password with another person who is not authorized to access our website, this Agreement is subject to termination for cause. You agree to immediately notify us of any unauthorized use of your login ID, password, or account or any other breach of security.
- Monitoring Your Use. To the extent permitted by law, we may monitor your use of the online service and remove or disclose your information or materials in order to (i) ensure your compliance with your subscription services agreement including the use rights; (ii) satisfy any legal requirements or process; (iii) protect our rights or the rights of others.
- Subscription Term. The term of your subscription shall be specified during the registration process. After the expiration of this term, you may purchase another subscription in accordance with the terms and conditions posted at this site. After the expiration or termination of your subscription term, you may not access our website and the online Content; however, you may retain the Authorized Downloadable Content you may have downloaded during the subscription term, subject to the terms of this Agreement which shall survive the expiration or termination of your subscription to the extent of your retention of Authorized Downloadable Content.
- Transfers. You may not transfer the licensed materials or any rights under this Agreement without the prior written consent of Directional Alpha, which consent shall not be unreasonably withheld. A condition to any transfer or assignment shall be that the recipient agrees to the terms of this Agreement. Any attempted transfer or assignment in violation of this provision shall be null and void.
- Warranty Disclaimer; General Disclaimers. WE PROVIDE THE CONTENT “AS-IS” AND PROVIDED WITH ALL FAULTS. NEITHER WE NOR ANY OF ITS SUPPLIERS OR RESELLERS MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY. THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THE CONTENT WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THE CONTENT WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED. YOU ASSUME THE ENTIRE RISK OF SELECTION, INSTALLATION, AND USE OF THE CONTENT. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS, THAT THIS SITE HAS NO CONTROL OVER THE INTERNET, AND THAT THIS SITE IS NOT LIABLE FOR THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET WHICH MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THIS SITE’S SERVICE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE CONTENT IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
THE CONTENT, ANALYTICAL WOK, PAPERS, KNOWLEDGE PRODUCTS, AND INFORMATION IN THIS WEBSITE REPRESENT AN OPINION OF THE AUTHORS BASED ON THEIR ANALYSIS ON THE SUBJECT. THE CONTENT SHOULD BE TAKEN AND CONSIDERED FOR EDUCATIONAL AND INFORMATIONAL PURPOSES, WHICH IS SUBJECT TO CHANGES. AS SUCH, THE READER SHOULD CONSIDER THAT IT IS SUBJECT TO CHANGES BOTH AT PRESENT AND IN THE FUTURE. THE DIRECTIONAL ALPHA, LLC WEBSITE (WWW.DIRECTIONALALPHA.COM), THE 360 PAGERS, ARTICLE POSTINGS, PAPERS, E-BOOKS, VIDEOS, WEBINARS, AND BLOG POSTINGS ARE PUBLISHED BY DIRECTIONAL ALPHA, LLC. INFORMATION CONTAINED IN SUCH PUBLICATIONS IS OBTAINED FROM SOURCES BELIEVED TO BE RELIABLE, BUT ITS ACCURACY CANNOT BE GUARANTEED. THE INFORMATION CONTAINED IN SUCH PUBLICATIONS IS NOT INTENDED TO CONSTITUTE INDIVIDUAL INVESTMENT ADVICE AND IS NOT DESIGNED TO MEET YOUR PERSONAL FINANCIAL SITUATION. THE OPINIONS EXPRESSED IN SUCH PUBLICATIONS ARE THOSE OF THE PUBLISHER AND ARE SUBJECT TO CHANGE WITHOUT NOTICE. THE INFORMATION IN SUCH PUBLICATIONS MAY BECOME OUTDATED AND THERE IS NO OBLIGATION TO UPDATE ANY SUCH INFORMATION. YOU ARE ADVISED TO DISCUSS WITH YOUR FINANCIAL ADVISERS YOUR INVESTMENT OPTIONS AND WHETHER ANY INVESTMENT IS SUITABLE FOR YOUR SPECIFIC NEEDS PRIOR TO MAKING ANY INVESTMENTS. FURTHER, THE ANALYSIS AND MATERIALS CONTAINED HEREIN ARE FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL, FINANCIAL, TAX, ACCOUNTING OR INVESTMENT ADVICE. THE STUDIES AND ANALYSIS CONDUCTED IN THIS WEBSITE WERE CONSTRUCTED FOR ILLUSTRATIVE AND EDUCATIONAL PURPOSES ON THE BASIS OF KNOWLEDGE, MODELS AND SOURCES GENERALLY ACCEPTED BY THE MARKET PRACTITIONERS. ITS RESULTS MAY DIFFER FROM THE DEVELOPMENTS OF MARKETS, CORPORATE, ECONOMIC AND/OR POLITICAL EVENTS AT PRESENT AND/OR IN THE FUTURE. ANY ACTION AND/OR DECISION OF ANY KIND BASED ON THE USE OF THE INFORMATION CONTAINED IN THIS DOCUMENT ARE UNDER THE SOLE AND ONLY RESPONSIBILITY OF THE READER/USER OF THIS DOCUMENT. AS ALREADY STATED IN THIS SECTION, THE INFORMATION CONTAINED HEREIN IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED GUARANTEE. THE AUTHORS OF THE CONTENT IN DIRECTIONAL ALPHA’S WEBSITE NEITHER ARE NOR WILL BE LIABLE FOR DAMAGES AND/OR FINANCIAL AND/OR ECONOMIC DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, MONETARY LOSSES AND/OR ARISING AND/OR RELATED TO THE USE OR UNAUTHORIZED USE OF THE FINDINGS, CONCLUSIONS, AND MATERIAL CONTAINED IN THEIR ANALYSIS AND/OR ITS CONTENT IN THIS WEBSITES.
INVESTING IS INHERENTLY RISKY: THERE ARE RISKS INHERENT IN ALL INVESTMENTS, WHICH MAY MAKE SUCH INVESTMENTS UNSUITABLE FOR CERTAIN PERSONS. THESE INCLUDE, FOR EXAMPLE, ECONOMIC, POLITICAL, CURRENCY EXCHANGE, RATE FLUCTUATIONS, AND LIMITED AVAILABILITY OF INFORMATION ON INTERNATIONAL SECURITIES. YOU MAY LOSE ALL OF YOUR MONEY TRADING AND INVESTING. PAST PERFORMANCE OF AN INVESTMENT IS NOT NECESSARILY INDICATIVE OF ITS FUTURE RESULTS. HYPOTHETICAL RESULTS ARE REPORTED: RESULTS AND EXAMPLES USED IN THE DIRECTIONAL ALPHA, LLC’S CONTENT ARE, IN SOME CASES, BASED ON HYPOTHETICAL (SIMULATED) FINANCIAL MODELS AND TRADING MODELS. IN CASE OF TRADES, THEY WERE NOT ACTUALLY EXECUTED. HYPOTHETICAL PERFORMANCE RESULTS HAVE CERTAIN LIMITATIONS. UNLIKE AN ACTUAL PERFORMANCE RECORD, HYPOTHETICAL RESULTS DO NOT REPRESENT ACTUAL TRADING. ALSO, SINCE THE TRADES HAVE NOT BEEN EXECUTED, THE HYPOTHETICAL RESULTS MAY HAVE UNDER-OR-OVER COMPENSATION FOR THE IMPACT, IF ANY, OF CERTAIN MARKET FACTORS, SUCH AS LACK OF LIQUIDITY. HYPOTHETICAL FINANCIAL MODELS AND TRADING MODELS GENERALLY ARE ALSO SUBJECT TO THE FACT THAT THEY ARE DESIGNED WITH THE BENEFIT OF HINDSIGHT. HYPOTHETICAL RESULTS ALSO DO NOT ACCOUNT FOR COMMISSIONS OR SLIPPAGE. IN THESE CASES WHEN CONTENT AND ANALYSIS ENTAIL SIMULATIONS AND THE USE OF MODELS, THESE RESULTS ASSUME PURCHASE AND SALE PRICES BELIEVED TO BE ATTAINABLE, WHICH MAY BE DIFFERENT FROM THOSE IF READERS AND USERS GET WHEN ENTERING INTO TRADES AT DIFFERENT TIMES AND USING VARIOUS EXIT APPROACHES, WHICH MAY RESULT IN DIFFERENT PRICING AND OUTCOMES. YOU MAY OR MAY NOT RECEIVE THE BEST AVAILABLE PRICE ON THE PURCHASE OR THE SALE OF A POSITION IN ACTUAL TRADING. THEREFORE, INFORMATION PROVIDED BY DIRECTIONAL ALPHA, LLC AND ITS WEBSITE IS NOT INVESTMENT ADVICE. THE COMPANY IS NOT A REGISTERED INVESTMENT ADVISER, STOCK BROKER, OR BROKERAGE. YOU AGREE THAT THE COMPANY DOES NOT REPRESENT, WARRANT, OR TAKE RESPONSIBILITY OF YOUR INVESTMENT DECISIONS NOR YOUR INVESTMENT PERFORMANCE OR IN ANY PROFIT OR LOSSES YOU MAY INCUR. THE EXAMPLES PUBLISHED BY DIRECTIONAL ALPHA, LLC AND ITS WEBSITE ARE SELECTED FOR EDUCATIONAL AD ILLUSTRATIVE PURPOSES ONLY.
- Warranty Disclaimer; General Disclaimers. WE PROVIDE THE CONTENT “AS-IS” AND PROVIDED WITH ALL FAULTS. NEITHER WE NOR ANY OF OUR SUPPLIERS OR RESELLERS MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY. THERE IS NO WARRANTY OR GUARANTEE THAT THE CONTENT OR THE OPERATION OF A SOFTWARE (IF THIS IS APPLICABLE) OR THE USE OF OUR WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THE CONTENT OR THE SOFTWARE (IF APPLICABLE) WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED. YOU ASSUME THE ENTIRE RISK OF SELECTION, INSTALLATION, AND USE OF THE CONTENT AND THE SOFTWARE (IF THIS IS APPLICABLE). FURTHER, YOU ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS, THAT THIS SITE HAS NO CONTROL OVER THE INTERNET, AND THAT THIS SITE IS NOT LIABLE FOR THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET WHICH MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THIS SITE’S SERVICE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE CONTENT IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
- Limited Warranty; Disclaimers. Directional Alpha warrants only to you that (i) the Content and if applicable a Software shall be downloadable, and (ii) the Software if applicable shall operate, in accordance with accompanying instructions provided within the directionalalpha.com website. The entire and exclusive liability and remedy for breach of this Limited Warranty shall be the return of the license fee paid. EXCEPT FOR THE LIMITED EXPRESS WARRANTY PROVIDED ABOVE, NEITHER WE NOR ANY OF OUR SUPPLIERS OR RESELLERS MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY. THERE IS NO WARRANTY OR GUARANTEE THAT THE CONTENT OR SOFTWARE (IF THIS IS APPLICABLE) WILL BE ERROR-FREE, OR VIRUS-FREE, OR THAT THE CONTENT OR SOFTWARE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED. YOU ASSUME THE ENTIRE RISK OF SELECTION, GENERATION, AND USE OF THE CONTENT AND SOFTWARE (IF THIS IS APPLICABLE). FURTHER, YOU ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS, THAT THIS SITE HAS NO CONTROL OVER THE INTERNET, AND THAT THIS SITE IS NOT LIABLE FOR THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET WHICH MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THIS SITE’S SERVICE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE CONTENT OR SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. No action for the above Limited Warranty may be commenced after one (1) year following the expiration date of the warranty.
- Local Law. If implied warranties may not be disclaimed under applicable law, then ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW. Some states do not allow limitations on how long an implied warranty may last, so the above limitations may not apply to You. This warranty gives you specific rights, and You may have other rights which vary from jurisdiction to jurisdiction.
- Limitation of Liability. INDEPENDENT OF THE FORGOING PROVISIONS, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL DIRECTIONAL ALPHA OR ANY OF ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER MALFUNCTION, OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF DIRECTIONAL ALPHA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IN NO EVENT SHALL DIRECTIONAL ALPHA’S LIABILITY FOR DAMAGES OF ANY KIND AND FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID FOR LICENSE GRANTED HEREIN.
- U.S. Government End-Users. The licensed materials are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Directional Alpha, LLC, 10411 Motor City Drive, Suite 750, Bethesda, MD 20817.
- Licensee Outside the U.S. If You are located outside the U.S., then the following provisions shall apply: (i) Les parties aux presentes confirment leur volonte que cette convention de meme que tous les documents y compris tout avis qui siy rattache, soient rediges en langue anglaise (translation: “The parties confirm that this Agreement and all related documentation is and will be in the English language.”); and (ii) You are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Software, and You represent that You have complied with any regulations or registration procedures required by applicable law to make this license enforceable.
- Severability. If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.
- Arbitration. By agreeing to arbitration, you understand and agree that you are waiving your rights to maintain other resolution processes, such as a court action or administrative proceeding, to settle your disputes. Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in Bethesda, Maryland, and may be conducted by telephone or online by mutual agreement of the parties. The arbitrator shall apply the laws of the State of Maryland, USA to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorney’s fees and costs up to $1000.00.
- Jurisdiction And Venue. The courts of Montgomery County in the State of Maryland, USA and the nearest U.S. District Court shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under this Agreement.
- Force Majeure. Neither party shall be liable for damages for any delay or failure of delivery arising out of causes beyond their reasonable control and without their fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures. Notwithstanding anything to the contrary contained herein, if either party is unable to perform hereunder for a period of thirty (30) consecutive days, then the other party may terminate this Agreement immediately without liability by ten (10) days written notice to the other.
- Enforceable To The Extent Miscellaneous Permitted By Law; Miscellaneous. The terms and conditions of this Agreement are enforceable to the extent permitted by law. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, representations, and agreements. This Agreement may be modified only by a written agreement signed by the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be construed under the laws of the State of Maryland, USA, excluding rules regarding conflicts of law. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This license is written in English, and English is its controlling language.
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