Terms of Use

Terms of Use

 

 


WHEN USING THIS WEBSITE AND/OR SUBSCRIBE TO PREMIUM CONTENT BY CLICKING ON “I ACCEPT” OR BY CLICKING AND CHECKING “I AGREE WITH THE TERMS OF USE”, OR BY CLICKING ON THE “SELECT” BUTTON, OR BY CLICKING “SUBMIT AND CHECKOUT” BUTTON, OR “BY CLICKING ADD TO CART” BUTTON, OR BY DOWNLOADING THE MATERIALS IN EACH OF THE RESPECTIVE SECTIONS, YOU WILL INDICATE YOUR AGREEMENT WITH THIS AGREEMENT AND ALSO TO THE TERMS OF USE, PRIVACY POLICY, LEGAL DISCLAIMER, AND OTHER DISCLAIMERS POSTED IN DIRECTIONAL ALPHA, LLC’s WEBSITE AND YOU ALSO WILL INDICATE YOUR AGREEMENT WITH OUR FORUM USE AGREEMENT DESCRIBE BELOW. BY SUBMITTING ANY MATERIAL TO OUR FORUM OR BLOG, YOU FURTHER ACKNOWLEDGE YOUR ACCEPTANCE OF OUR FORUM USE AGREEMENT.

FORUM USE AGREEMENT

Effective Date: June 6, 2017

To review material modifications and their effective dates scroll to the bottom of the page.

Directional Alpha, LLC (“Directional Alpha”) owns and operates this directionalalpha.com website business.  All references to “we”, “us”, this “website” or this “site” shall be construed to mean Directional Alpha.  The following describes our agreement regarding posts and comments on our forum or blog (the “Forum”).

  1. This legal Agreement between you and Directional Alpha consists of this Forum Use Agreement, plus our Terms of Use and Privacy Policy which are incorporated herein and accessible on this site’s home page. If there is any conflict between this Forum Use Agreement and the Terms of Use, this Forum Use Agreement shall take precedence.
  2. Please understand that any message posted on the Forum expresses only the views of the author of that message and does not necessarily reflect our views or the views of any other person on the Forum.
  3. We require submissions stating facts to be accurate and that your opinions to be genuine and offered in good faith.
  4. Posting, transmitting, promoting, using, distributing or storing content that could subject us to any legal liability, whether in tort or otherwise, or that is in violation of any applicable law or regulation, or otherwise contrary to commonly accepted community standards, is prohibited. Do not submit or include in your submissions any material from others without the express permission of the copyright holder. We will remove any offending submission at the request of the copyright owner in accordance with the DMCA Notice and policy provided in our Terms of Use.
  5. We, in our sole discretion and without notice, reserve the right, but undertake no duty, to review, edit, remove or delete any material submitted as a comment to the Forum. Specifically, we reserve the right to delete or decline to post content that contains profanity; sexual content; overly graphic, disturbing or offensive material; vulgar or abusive language; hate speech, defamatory comments, or offensive language targeting any specific demographic; personal attacks of any kind; spam; promotions for commercial products or services.
  6. By submitting a comment for posting, you agree that we are not responsible, and shall have no liability to you, with respect to any information or materials posted by others, including defamatory, offensive or illicit material, even material that violates this Agreement.
  7. By using or submitting any information to the Forum, you agree to indemnify us, and our employees, officers, directors, associates, affiliated advertisers, and their related companies, to defend and hold each of them harmless, from any and all claims and liabilities (including attorney’s fees) which may arise from your use or submission of such information.
  8. We will not treat information that you post to the Forum as proprietary, private, or confidential. You grant us royalty-free, worldwide, irrevocable, perpetual, non-exclusive permission to publish, use, edit and translate your submission or any media or method now known or hereafter developed and in any way deemed appropriate by us.

Material Modifications: Since June 6, 2017: none.


DIRECTIONAL ALPHA, LLC (“DIRECTIONAL ALPHA”) IS WILLING TO GRANT YOU RIGHTS TO ESTABLISH AN ACCOUNT AND TO USE THE SERVICES PROVIDED BY THIS SITE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ THE TERMS CAREFULLY. BY CLICKING ON “I ACCEPT” OR BY CLICKING AND CHECKING “I AGREE WITH THE TERMS OF USE”, OR BY CLICKING ON THE “SELECT” BUTTON, OR BY CLICKING “SUBMIT AND CHECKOUT” BUTTON, OR “BY CLICKING ADD TO CART” BUTTON, OR BY DOWNLOADING THE MATERIALS IN EACH OF THE RESPECTIVE SECTIONS, YOU WILL INDICATE YOUR AGREEMENT WITH THIS AGREEMENT AND ALSO TO THE TERMS OF USE, PRIVACY POLICY, LEGAL DISCLAIMER, AND OTHER DISCLAIMERS POSTED IN DIRECTIONAL ALPHA, LLC’s WEBSITE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY OR PERSON, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY OR PERSON TO THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY OR PERSON, THEN DIRECTIONAL ALPHA IS UNWILLING TO GRANT YOU RIGHTS TO ESTABLISH AN ACCOUNT AND TO USE THE SERVICES PROVIDED BY THIS SITE.

USER AGREEMENT

Effective Date: June 6, 2017

To review material modifications and their effective dates scroll to the bottom of the page.

  1. Parties. The parties to this legal Agreement are you, and the owner of this directionalalpha.com website business, 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”, “our”, “this website” or “this site” shall be construed to mean this directionalalpha.com website business and Directional Alpha.
  2. Agreement. The legal Agreement between you and Directional Alpha consists of this USER AGREEMENT and our Privacy Policy which are incorporated herein and accessible on this site’s home page. If there is any conflict between this USER AGREEMENT and the Terms of Use, this USER AGREEMENT shall take precedence.
  3. Modification of Agreement. We reserve the right to modify this Agreement at any time by posting an amended Agreement that is always accessible through a link on this site’s home page and/or by giving you prior notice of a modification. You should check this Agreement periodically for modifications by scrolling to the bottom of this page for a listing of material modifications and their effective dates. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THIS SITE FOLLOWING OUR POSTING OF AN AMENDED AGREEMENT OR PROVIDING YOU NOTICE OF A MODIFICATION WILL CONSTITUTE BINDING ACCEPTANCE.
  4. Account Eligibility. Accounts are not available to minors under the age of 18 years of age. You may not have more than one active account. Additionally, you are prohibited from selling, trading, or otherwise transferring your account to another party.
  5. Account Services. Establishing an account authorizes you to use services described on this site (“Services”). We reserve the right to update and modify the Services from time to time.
  6. Account Use and Restrictions. Subject to the terms and conditions of this Agreement, our Terms of Use, and our Privacy Policy, and other Disclaimers posted at Directional Alpha, LLC’s website, you may access and use this site’s Services, but only for your own internal purposes. All rights not expressly granted in this Agreement are reserved by us and our licensors.
    6.1       You will be granted authorized login protocols for the Services, and you agree not to use the Services in excess of your authorized login protocols. You agree not to access (or attempt to access) this site by any means other than through the interface we provide, unless you have been specifically allowed to do so in a separate agreement. You agree not to access (or attempt to access) this site through any automated means (including use of scripts or web crawlers), and you agree to comply with the instructions set out in any robots.txt file present on this site.
    6.2       You are not authorized to (i) resell, sublicense, transfer, assign, or distribute the site, its Services or content; (ii) modify or make derivative works based upon the site, its Services or content;(iii) “frame” or “mirror” any site, its Services or content on any other server or Internet-enabled device; or (iv) reverse engineer, decompile, or disassemble the Services or their enabling software for any purpose.
    6.3       You are not authorized to use our Services or servers for the propagation, distribution, housing, processing, storing, or otherwise handling in any way lewd, obscene, or pornographic material, or any other material which we deem to be objectionable. The designation of any such materials is entirely at our sole discretion.
  7. Ownership. The material provided on this site and via our Services is protected by law, including, but not limited to, United States copyright law and international treaties. The copyrights and other intellectual property rights in this material are owned by us and/or others. Except for the limited rights granted herein, all other rights are reserved.
  8. Confidentiality. You acknowledge our claim that the Services and this site embody logic, design, and coding methodology, which constitute valuable confidential information that is proprietary to us and our licensors (“Confidential Information and Trade Secrets”). You agree (i) to not use or disclose the non-public information regarding the Services except as expressly provided herein, and (ii) to safeguard the right to access the Services and the Site, using the same standard of care which you use for its similar confidential materials, but in no event less than reasonable care.
  9. Your Rights Under The Defend Trade Secrets Act of 2016. Nothing in this Agreement is intended to prohibit you from exercising your rights under the United States Defending Trade Secrets Act of 2016. You have the right to disclose our Confidential Information and Trade Secrets in each of the following circumstances without incurring criminal or civil liability. You may disclose our Confidential Information and Trade Secrets: (i) in confidence to a federal, state or local government entity, or to an attorney, solely for the purpose of reporting a suspected violation of law or in an investigation of a suspected violation of law, or in a legal proceeding under seal, and (ii) you may disclose our Confidential Information and Trade Secrets in a complaint or other document filed in a lawsuit or other proceeding provided that the filing is made under seal. This includes a lawsuit you may file for retaliation by us for your reporting a suspected violation of law to a government entity. You may not otherwise disclose any Confidential Information of Trade Secret except pursuant to a court order.
  10. Our Account-Related Responsibilities. You are responsible for maintaining the confidentiality of your login ID, password, and any additional information that we may provide regarding accessing your account. If you knowingly share your login ID and password with another person who is not authorized to use the Services, 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.
  11. Termination. You agree that we may terminate your account and access to the site for cause without prior notice, upon the occurrence of any one of the following: (i) any material breach of this Agreement, including without limitation any failure to pay fees as they become due or any unauthorized use of the site, or (ii) requests by law enforcement or other government agencies. Termination of your account includes (i) removal of access to all services, and (ii) deletion of your login data, password, and all related information. Further, you agree that all terminations shall be made in our sole discretion, and that we will not be liable to you or any third-party for any termination of your account or access to services. If we elect to terminate this Agreement for cause, we may elect, in our sole discretion, not to refund any prepaid fees or other amounts to you.
  12. Warranty Disclaimers. EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENTS SIGNED BY THE PARTIES, THE SERVICES, CONTENT, AND/OR PRODUCTS ON THIS SITE ARE PROVIDED “AS-IS”, AND NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH PRODUCTS, SERVICES, AND/OR CONTENT.  EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENT SIGNED BY THE PARTIES OR SEPARATE AGREEMENT ORIGINATING FROM THIS SITE, THIS SITE AND ITS LICENSORS SPECIFICALLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIS SITE OR PRODUCTS, SERVICES AND/OR CONTENT ACQUIRED FROM THIS SITE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE.  THIS SITE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THIS SITE, ITS PRODUCTS, SERVICES, AND/OR CONTENT: (A) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT.  NO PURCHASE OR USE OF THE ITEMS OFFERED BY THIS SITE IS AUTHORIZED HEREUNDER EXCEPT UNDER THESE DISCLAIMERS.  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 OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
  13. Special Disclaimer. SPECIAL DISCLAIMERS ARE ALSO PART OF THIS AGREEMENT AND CAN BE FOUND AT THE FOLLOWING LINKS AND SECTIONS AT DIRECTIONAL ALPHA, LLC’s WEBSITE:
    Terms of Use, Privacy Policy, Content Disclaimer, Legal Disclaimers, and other Disclaimers at Directional Alpha, LLC’s website.IT IS YOUR RESPONSIBILITY TO READ THEM CAREFULLY.
  14. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES OR THIS SITE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  15. Export Control. This site provides Services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The user of this site (“User”) acknowledges and agrees that the site and Services shall not be used in, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to, countries to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
  16. Registration Data. Registration is required for you to establish an account at this site. You agree (i) to provide certain current, complete, and accurate information about you as prompted to do so by our online registration form (“Registration Data”), and (ii) to maintain and update such Registration Data as required to keep such information current, complete and accurate. You warrant that your Registration Data is and will continue to be accurate and current, and that you are authorized to provide such Registration Data. You authorize us to verify your Registration Data at any time. If any Registration Data that you provide is untrue, inaccurate, not current or incomplete, we retain the right, in its sole discretion, to suspend or terminate rights to use your account. Solely to enable us to use information you supply us internally, so that we are not violating any rights you might have in that information, you grant to us a nonexclusive license to (i) convert such information into digital format such that it can be read, utilized and displayed by our computers or any other technology currently in existence or hereafter developed capable of utilizing digital information, and (ii) combine the information with other content provided by us in each case by any method or means or in any medium whether now known or hereafter devised.
  17. Your Postings And Content.
    17.1    If we provide you the opportunity to post or upload your content, we will not treat information that you post or upload as private, or confidential. We have no obligation to monitor posts to this site or to exercise any editorial control over such posts; however, we reserve the right to review such posts and to remove any material that, in our judgment, is not appropriate. Posting, transmitting, promoting, using, distributing or storing content that could subject us to any legal liability, whether in tort or otherwise, or that is in violation of any applicable law or regulation, or otherwise contrary to commonly accepted community standards, is prohibited, including without limitation information and material protected by copyright, trademark, trade secret, nondisclosure or confidentiality agreements, or other intellectual property rights, and material that is obscene, defamatory, constitutes a threat, or violates export control laws.
    17.2    If we provide you the opportunity to post or upload your content, you retain all rights and ownership to your content. We make no claim of ownership to your content; however, we do need certain rights (a license) to use your content to enable our Services. If you upload or submit your content, you grant to us and any of our affiliated entities a worldwide, perpetual, transferable, assignable, sublicensable, non-exclusive, irrevocable, fully-paid, royalty-free right and license (i) to use for any purpose, reproduce, modify, and create derivative works based on your content, and (ii) to host, publish, distribute, publicly display, publicly perform your content and derivative works in all methods and means of distribution and publication, now known or hereafter developed.
  18. Defamation; Communications Decency Act Notice. This site is a provider of “interactive computer services” under the Communications Decency Act, 47 U.S.C. Section 230, and as such, our liability for defamation and other claims arising out of any postings to this site by third parties is limited as described therein. We are not responsible for content or any other information posted to this site by third parties.  We neither warrant the accuracy of such postings or exercise any editorial control over such posts, nor do we assume any legal obligation for editorial control of content posted by third parties or liability in connection with such postings, including any responsibility or liability for investigating or verifying the accuracy of any content or any other information contained in such postings.
  19. Monitoring. We reserve the right to monitor your access and use of this website without notification to you. We may record or log your use in a manner as set out in our Privacy Policy that is accessible through the Privacy Policy link on this site’s home page.
  20. Security. You shall be solely responsible for acquiring and maintaining technology and procedures for maintaining the security of your link to the Internet. We shall implement reasonable and adequate security procedures consistent with prevailing industry standards to protect data from unauthorized access by physical and electronic intrusion; provided, however, unless resulting from our failure to perform the forgoing obligations, you agree that we shall not, under any circumstances, be held responsible or liable for situations (i) where data or transmissions are accessed by third parties through illegal or illicit means, or (ii) where the data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws unknown to us at the time. We will promptly report to you any unauthorized access to your data promptly upon discovery by us, and we will use diligent efforts to promptly remedy any breach of security that permitted such unauthorized access. In the event notification to persons included in your data is required, you shall be solely responsible for any and all such notifications at your expense.
  21. Notices. We may give notice to you by means of (i) a general notice in your account information, (ii) by electronic mail to your e-mail address on record in your Registration Data, or (iii) by written communication sent by first class mail or pre-paid post to your address on record in your Registration Data. Such notice shall be deemed to have been given upon the expiration of forty eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). You may give notice to us (such notice shall be deemed given when received by us) at any time by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to us as follows: Directional Alpha, LLC, 10411 Motor City Drive, Suite 750, Bethesda, MD 20817, USA, in either case, addressed to the attention of “Managing Director of the Company”. Notices will not be effective unless sent in accordance with the above requirements.
  22. 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, USA, and may be conducted by telephone or online. 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.
  23. Jurisdiction and Venue; Applicable Law. The courts of Montgomery County in the State of Maryland, USA and the nearest U.S. District Court in the State of Georgia shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under this Agreement. The laws of the State of Maryland, USA shall apply to all issues in dispute, excluding its rules regarding conflicts of law.
  24. 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.
  25. Force Majeure. We shall not be liable for damages for any delay or failure of delivery arising out of causes beyond our reasonable control and without our 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.
  26. Survival. Those clauses the survival of which is necessary for the interpretation or enforcement of this Agreement shall continue in full force and effect in accordance with their terms notwithstanding the expiration or termination hereof.
  27. U.S. Government End-Users. We provide the Web Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Web Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement. Unpublished-rights reserved under the copyright laws of the United States.
  28. 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 and our Privacy Policy constitute the entire understanding of the parties with respect to this site and merges all prior communications, representations, and agreements. 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. 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 this site, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this agreement enforceable.

Material Modifications Since June 6, 2017:  none.


DIRECTIONAL ALPHA, LLC (“DIRECTIONAL ALPHA”) IS WILLING TO SELL TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT.  PLEASE READ THE TERMS CAREFULLY. BY CLICKING ON “I ACCEPT” OR BY CLICKING AND CHECKING “I AGREE WITH THE TERMS OF USE”, OR BY CLICKING ON THE “SELECT” BUTTON, OR BY CLICKING “ACCEPT BUTTON”, OR BY CLICKING “SUBMIT AND CHECKOUT” BUTTON, OR “BY CLICKING ADD TO CART” BUTTON, OR BY DOWNLOADING THE MATERIALS IN EACH OF THE RESPECTIVE SECTIONS, YOU WILL INDICATE YOUR AGREEMENT WITH THIS AGREEMENT AND ALSO TO THE TERMS OF USE, PRIVACY POLICY, LEGAL DISCLAIMER, AND OTHER DISCLAIMERS POSTED IN DIRECTIONAL ALPHA, LLC’s WEBSITE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE “YOU” OR “YOUR” SHALL REFER TO YOUR ENTITY.  IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY, THEN DIRECTIONAL ALPHA IS UNWILLING TO SELL TO YOU, AND YOU SHOULD SELECT THE “DECLINE” OR “CANCEL” BUTTON AND THE REGISTRATION WILL NOT CONTINUE.

TERMS OF SALE AGREEMENT

  1. Parties. The parties to this Agreement are you, and the owner and operator of this directionalalpha.com web site, Directional Alpha, LLC (“Directional Alpha”).  If you are not acting on behalf of yourself as an individual, then “you” means your company or organization. All references to “us”, “this web site” or “this site” shall be construed to mean Directional Alpha.
  2. Purchase of Goods and/or Services; Other Documents. Directional Alpha agrees to sell, and you agree to purchase, goods and/or services from this site, subject to the terms of use and conditions hereof and other disclaimers posted in Directional Alpha, LLC’s website. Orders are not binding upon Directional Alpha until accepted by Directional Alpha. Other than as specifically provided in any separate formal purchase agreement between you and Directional Alpha, these terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for goods which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both you and Directional Alpha.
  3. Eligibility. The Directional Alpha Orders are not available to minors under the age of 18 years of age. Users may not have more than one active account. Additionally, users are prohibited from selling, trading, or otherwise transferring your Directional Alpha account to another party.
  4. Custom Duties and/or VAT Taxes. If you live in a jurisdiction that requires custom duties and/or VAT taxes to be collected, you agree, that unless custom duties and taxes are collected by this site at the point of sale, you remain responsible for the payment of custom duties and VAT taxes at the time of delivery. If Directional Alpha is charged with custom duties or VAT taxes, you authorize Directional Alpha to charge you for (i) such duties and/or VAT taxes, or (ii) for the return of goods if they are refused at the point of destination.
  5. Resale Prohibition. Goods are available for purchase only for your own personal use or to give as a gift; resale of goods purchased from this site is prohibited. This resale prohibition is a material condition to your rights under this Agreement, and it is agreed that any direct or indirect distribution, transshipment and/or sale of items purchased from this site, or others purchasing through you, will be a material breach of this Agreement, and will result in irreparable harm to Directional Alpha for which money damages will not be adequate. In the event of such breach, the parties agree that Directional Alpha, in addition to any other remedies it may have at law and/or in equity, will be entitled to injunctive relief to prevent any threatened or continued breach and to specifically enforce this provision.
  6. Price Quotes; Pricing. Any price quotations provided on this site shall be valid for the period stated. If no time period is stated, then the price charged for an order will be the price in effect the day Directional Alpha accepts the order. Item prices shall be identified on the on-line order form at the time of your order placement. Directional Alpha may change item prices at any time without notice. Prices do not include charges for shipping and handling, and applicable taxes.
  7. Shipping And Handling Charges; Taxes. Separate charges for shipping and handling will be shown on our e-mail order confirmation. You will responsible for sales and all other taxes associated with your order, except for our franchise taxes and taxes on our net income. If applicable, a separate charge for taxes will be shown on our e-mail order confirmation.
  8. Payment Terms. Terms of payment are within Directional Alpha’s sole discretion, and unless otherwise agreed to by Directional Alpha in a signed written document, payment must be made in a manner approved by this site and received by Directional Alpha prior to Directional Alpha’s acceptance of an order.
  9. Ownership; Risk of Loss. Except for digital content, title to physical goods purchased at this site under this Agreement passes from Directional Alpha to you on shipment from Directional Alpha’s facility. Loss or damage that occurs during shipping by a carrier selected by Directional Alpha shall be Directional Alpha’s responsibility. Loss or damage that occurs during shipping by a carrier selected by You is Your responsibility. Title to digital content will remain with the applicable licensor(s).
  10. Return/Refund Policy. Goods purchased from this site for your internal use may be returned in accordance with our return/refund policy in effect on the date of our acceptance of your order. You may review our return/refund policy at https://www.directionalalpha.com/terms-conditions/.
  11. Warranty Disclaimer; Limitation of Liability. DIRECTIONAL ALPHA PROVIDES THE ITEMS AT THIS SITE “AS-IS” AND PROVIDED WITH ALL FAULTS. DIRECTIONAL ALPHA MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.  DIRECTIONAL ALPHA SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 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 PURCHASE OR USE OF THE ITEMS OFFERED BY THIS SITE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. 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.
  12. 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.
  13. Arbitration. 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 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.
  14. 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.
  15. 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.
  16. Miscellaneous. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges and complements all prior communications, representations, and agreements, including the Terms of Use, the Privacy Policy, the Legal Disclaimer, and other Disclaimers in Directional Alpha, LLC’s website. 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, 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.

 


Copyright © 2017-2018 Directional Alpha, LLC. All rights reserved.