September 6, 2022
THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
- Limited License; Use of Services
Provided that you agree with and comply fully with the provisions of this Agreement, QuantFu grants to you a non-exclusive and non-transferable limited right and license to access the Application and use the Services only for the following purposes: (1) your personal use; (2) educational use at not-for-profit schools, colleges, and universities; and (3) to the extent QuantFu has otherwise expressly authorized in a separate written agreement, applicable to you, for internal business or other purposes. Any and all uses not expressly authorized above or elsewhere in this Agreement are prohibited; and to be clear, this Agreement does not allow you to use the QuantFu Application or Services to provide any content or services to a third party for commercial purposes. The Application or Services are available only to users who register for a QuantFu account ("Users").
You acknowledge and understand that we provide tools and infrastructure designed to allow you to create, test, and use your trading strategies in demo (or “paper”) and real trading accounts. For the avoidance of doubt, the Application and Services provided by QuantFu should not be regarded as a suggestion to engage in or refrain from any investment-related course of action. The Application and Services are not intended to provide investment advice.
- Accounts, Passwords and Security.
To become a User, you must complete the registration process by providing QuantFu with current, complete and accurate personally identifiable information, including, without limitation, your real name and the email address through which we can correspond with you. In consideration of your use of the QuantFu Application and Services, you represent that you are of legal age to form a binding contract and are not a person barred from using or receiving such services under the laws of the United States or other applicable jurisdiction. Additionally, you agree to provide QuantFu with current, complete and accurate information about your linked trading accounts maintained at supported brokers, to the extent provided in response to the data requested in our "link account" setup forms and you represent that you have authority to trade in all linked trading accounts. You further agree to keep any registration information you provide to QuantFu current, complete and accurate. As part of the registration process, you are asked to select a username and password. You are entirely responsible for maintaining the security and confidentiality of your account information, including your username and password. FURTHERMORE, YOU ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES AND CONDUCT, WHETHER BY YOU OR ANYONE ELSE, THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. We may hold you liable for any losses incurred by QuantFu or any other party due to someone else’s use of your account or password. You agree to notify QuantFu immediately upon your becoming aware of any unauthorized use of your account or any other breach of security involving your account. QuantFu will not be liable for any loss that you or any other party may incur as a result of someone else’s use of your password or account, either with or without your knowledge.
- Prohibited Activities.
We use the term "Content" to mean entire or partial trading strategies, data transformations, data analysis and manipulation functions, tools, software, data, databases, text and other information and materials. You acknowledge and agree that you will not:
copy, modify, publish, transmit, distribute, transfer or sell, create derivative works of, or in any way exploit, any of the Content accessible through the Application not submitted or provided by you, including by use of any robot, spider, scraper, scripting, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology, unless you obtain QuantFu’s prior written consent;
use the Application or Services to advertise, market, sell, or otherwise promote any commercial enterprise that you own, are employed by or are otherwise compensated by, either directly or indirectly;
use any engine, software, tool, agent or other device or mechanism to navigate or search the Application, other than the search engines and agents available through the Service and other than generally available third-party web browsers;
copy, reverse engineer, reverse assemble, otherwise attempt to discover the source code, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any data, software, or other Content, information, products or services obtained through the Application or the Services;
access the Application or use the Services by any means other than through QuantFu-provided or approved interfaces;
use any of the Application’s or Service's communications features in a manner that adversely affects the availability of its Content or resources to other users;
access or use the Application or Services to intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated under any such law;
manipulate or otherwise display or obstruct portions of the Application and/or the Services by using framing or similar navigational technology;
register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any QuantFu product or Service if you are not expressly authorized by such party to do so;
use the Application and/or the Services for any purpose that is unlawful or prohibited by these terms and conditions;
use the Application or the Services in any manner that could damage, disable, overburden or impair QuantFu’s servers or networks, or interfere with any other user's use and enjoyment of the Application and/or the Services;
attempt to gain unauthorized access to any of the Application, Services, accounts, computer systems or networks connected to QuantFu through hacking, password mining or any other means;
- No Liability for Shared Content or Third-Party Content.
A portion of the Content contained on the QuantFu website or in the Application or Services may be supplied by third parties ("Third Party Content"). QuantFu is a distributor (and not a publisher) of such Third-Party Content. Except to the extent that QuantFu seeks to enforce its rights under any of the terms of this Agreement, QuantFu does not have editorial control over any Third-Party Content. Any reliance you place on Third Party Content is therefore at your own risk. Any Third-Party Content expressed or made available on the QuantFu website, in the Application or through the Services are those of the respective authors or distributors thereof, and not QuantFu. Neither QuantFu nor any third-party provider or distributor of data on or through the Application or Services guarantees, endorses, or is otherwise responsible or liable for the accuracy, completeness, timeliness, reliability, availability, or usefulness of any Content accessible through the Application or Services. QuantFu may remove any Content or Third-Party Content suspected to be in violation of the terms of this Agreement.
- Proprietary Rights.
If necessary, in the course of providing technical support or other maintenance of the Application or Services; provided that, wherever possible, any access by QuantFu for technical support or maintenance purposes will be restricted to the very specific technical purpose relevant to such support or maintenance;
In order to comply with any applicable legal or regulatory requirements or order of any court order or governmental authority;
In the event that we consider, in our discretion, that such Content may present a security risk;
In the event that we consider, in our discretion, that such Content may be relevant to QuantFu's defense in any legal proceeding.
Additionally, in accordance with QuantFu's efforts to support the creation of high-quality strategies in which to invest, we may review the results of your backtests and the performance and other "data exhaust" of your Content (such results, performance data, and other data exhaust, collectively, "Performance Data"). Such Performance Data includes, but is not restricted to, returns and risk measurements of any backtest executed with the Content. We may generate additional Performance Data or other information from your Content for the purposes of (a) verifying that software platform changes do not change or break your algorithm or (b) analyzing standardized performance results. You further agree that QuantFu may reproduce, store, and create derivative works from your Private Content or other Content necessary to evaluate your algorithm. Any testing, evaluation, reproduction or other use will be done with the spirit and intent of protecting your Content. We may also share anonymized and/or aggregated Performance Data with third parties. Any such external or third-party sharing, or usage of Performance Data will not be authorized in the extent that sharing or usage of Performance Data would reveal the details and workings of the underlying Content.
You understand and acknowledge that (i) the software, code, proprietary methods and systems used to provide the Application or Services, (ii) the design, look and feel of our template reports, (iii) the graphical elements of our template reports, and (iv) any intellectual property therein (collectively, "Our Intellectual Property") may not be copied, modified, reproduced, republished, posted, or transmitted by you; and no Content, but excluding Content submitted by you or on your behalf may be sold, offered for sale, or redistributed by you in a commercial manner without our prior written permission and the prior written permission of our applicable licensors (if applicable). You acknowledge and agree that Our Intellectual Property is the sole property of QuantFu or its licensors. You must abide by all copyright notices, licensing terms, information, or restrictions, as amended, as applicable to any of Our Intellectual Property. Nothing in this Agreement grants you any right to receive delivery of a copy of Our Intellectual Property or to obtain access to Our Intellectual Property except as generally and ordinarily permitted through the Application according to this Agreement. Furthermore, nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license to Our Intellectual Property beyond the limited license granted under the terms of this Agreement. Certain of the names, logos, and other materials displayed on the QuantFu website, Application or in the Services constitute trademarks, trade names, service marks or logos ("Marks") of QuantFu or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities. Any use of third-party software provided in connection with the Application or Services will be governed by such third parties’ licenses and not by this Agreement.
In the event that you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to our Application or Services (collectively "Feedback"), through our website, community forums or other communications with us, you agree we may use the Feedback to modify our products and services (and the products and services of our affiliates) and that you will not be due any compensation, including any royalty related to the product or service that incorporates your Feedback. You grant to us a worldwide, sublicensable, assignable, royalty-free, fully paid, perpetual, irrevocable right and license to make, have made, use, reproduce, modify, translate, distribute, transmit, create derivative works of, perform, display, import, sell, offer for sale, make, have made and otherwise exploit, without the requirement to make any payment to you or to any third party or the need to seek any third party permission, the Feedback in any form, media, or technology, whether now known or hereafter devised or developed, and to allow others to do the same. This is true whether you provide the Feedback in any Content submitted publicly or privately, email, chat or any other method of communication with us unless we have entered into a separate written mutual agreement with you that provides otherwise.
- Privacy and Security.
- Payment and Cancellation of Service.
The fee for the Application is billed in advance on a monthly or annual basis. There will be no refunds or credits for partial months of service or refunds for months unused. If auto renewal fails, you will be notified via our payment processor.
All billing is recurring and will continue until you cancel your subscription. You are solely responsible for properly cancelling your QuantFu subscription. An email request or support ticket asking for your subscription to be cancelled is not considered cancellation. You may cancel your subscription at any time by visiting the Subscriptions section of your Account Settings page.
If you cancel the subscription before the end of your current paid up period, your subscription will remain active until the next due date.
We do not offer refunds for initial subscriptions, nor do we offer refunds for recurring monthly payments. If you have been billed for automatic monthly renewal of the subscription, you must cancel the subscription to avoid billing for future months.
We do not offer refunds for upgrades to a more expensive plan or a longer billing cycle. Upon an upgrade you will be charged a prorated amount of the increased subscription fee to cover the remainder of the current billing cycle. The full fee for the new subscription level will be charged at the beginning of the next billing cycle. Similarly, if you downgrade your plan, you will receive a prorated credit for the current billing cycle which will be applied to amount due on the next billing date.
If you have been billed for automatic annual renewal of the Service, you have 30 calendar days after the payment was made to cancel your subscription and contact our support team to get a refund. To be clear, automatic renewal occurs on the 12-month anniversary of when you first sign up for the annual plan. If you don't contact us within the 30-day window, QuantFu assumes that renewal of the Service is expected, and the payment will not be refunded.
- Potential Risks of Use.
Decisions to buy, sell, hold or trade in securities, foreign exchange, cryptocurrencies and other investments involve risk and are best made based on the advice of qualified financial professionals. Any trading in securities or other investments involves a risk of substantial losses. The practice of "Day Trading" involves particularly high risks and can cause you to lose substantial sums of money. Before undertaking any trading program, you should consult a qualified financial professional. Please consider carefully whether such trading is suitable for you in light of your financial condition and ability to bear financial risks. Under no circumstances shall we be liable for any loss or damage you or anyone else incurs as a result of any trading or investment activity that you or anyone else engages in based on any information or material you receive through the Application or Services.
The Application and Services provide access to sophisticated securities market data, analysis and trade order capabilities. Tutorials, documentation and educational materials are intended to assist you in the proper use of the Application and Services. You agree to read all materials and contact QuantFu for assistance if you do not understand how to use the Application or any of its features. You acknowledge that you should not, and will not, use the Application if you do not understand how to use it properly. You also agree that you have sole and complete responsibility for any decisions that you make or actions that you take in reliance upon the Application and any results, orders or data that you receive or transmit using the Application. You understand that by making the Application available to you, QuantFu is not recommending, promoting or endorsing any particular security or trading strategy. You further understand that QuantFu has not made any representations or warranties regarding the results that may be obtained using the Application. You agree that the Application is designed to assist you in the performance and implementation of your investment activities and is not intended to replace your own skill and judgment. You are solely responsible for compliance with all foreign, federal, state and local laws, rules and regulations.
The Application provides simulation capabilities and also allows connection to paper accounts which simulate live trading using real-time price quotes but do not execute trades on a live exchange with real money. QuantFu strongly recommends that you use these simulation capabilities to get comfortable with and fully understand the Application and its trading mechanics. However, you should keep in mind that simulated trading is not an accurate predictor of future market conditions or your performance once you begin live trading in your own account. You cannot assume that trading techniques and strategies that resulted in "profits" while in simulation or paper trading mode will be effective once you begin actual trading.
We do not recommend the use of technical analysis as a sole means of trading decisions. We do not recommend making hurried trading decisions. You should always understand that PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
- Risk Management and Automated Trading.
The Application offers risk management tools including interactive take profit and stop loss capabilities, scheduled investing and rebalancing. Use of the risk management tools can be complex, and you may run the risk of sending out an unwanted order or leaving yourself without protection if the parameters are not set properly. These features are designed to trigger orders on your behalf even when you are not logged into or active in the Application. Additionally, the use of the QuantFu Application does not preclude a User from entering trades directly with their broker. Any changes made to holdings outside the Application may or may not be reflected or managed by automated trading strategies activated within the Application. You agree that QuantFu is not liable for incorrect or unexpected orders resulting from external trading activity in linked brokerage accounts. Refer to the Documentation for more information.
- Trade Verification and System Messages.
By default, the Application will use email to communicate previews and confirmations of automated trading orders made on your behalf. At your choice, these messages can also and/or alternately be sent via SMS to a verified mobile number.
AT YOUR OWN RISK you can turn off various types of messages in the Account settings. By turning off the notifications you will not receive certain messages alerting you to circumstances related to order execution, account status and connectivity to your broker. Whether or not you turn off notifications, it is your responsibility to review the Account Log for trading and other account activity.
- Hypothetical Performance Results.
Hypothetical performance results and backtests have many inherent limitations, some of which are mentioned below. No representation is being made that any linked brokerage account will or is likely to achieve profits or losses similar to those shown. In fact, there are frequently sharp differences between hypothetical performance results and actual results subsequently achieved by any particular trading program.
One of the limitations of hypothetical performance and backtest results is that they are generally prepared with the benefit of hindsight. In addition, hypothetical trading does not involve actual financial risk and no hypothetical trading record can completely account for the impact of financial risk and human behavior in actual trading. For example, the ability to withstand losses financially or emotionally or to adhere to a particular trading program in spite of the trading losses are material points, which can also adversely affect trading results. There are numerous other factors related to the market in general or to the implementation of any specific trading program which cannot be fully accounted for in the preparation of hypothetical performance or backtest results and all of which can adversely affect actual trading results.
- Disclaimer of Warranties.
THE APPLICATION AND THE SERVICES, AND ANY CONTENT, TOOLS, PRODUCTS OR SERVICES DISPLAYED, ACCESSED OR OBTAINED ON OR THROUGH THE APPLICATION AND SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE", AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, SYSTEM INTEGRATION, AVAILABILITY, INTEGRITY, RELIABILITY OR TRANSMISSION OR RESPONSE TIME, DATA ACCURACY, AVAILABILITY, COMPLETENESS, RELIABILITY OR TIMELINESS, SUITABILITY OF CONTENT OR SERVICES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, QuantFu AND ITS AFFILIATES, SUPPLIERS, AND AGENTS DO NOT WARRANT AND EXPRESSLY DISCLAIM THAT: (i) YOUR USE OF THE APPLICATION AND/OR SERVICES AND ACCESS TO AND USE OF ALL OF THE TOOLS AND FEATURES THEREON WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, OR SECURE, (ii) THAT ANY INFORMATION OBTAINED THEREIN IS ACCURATE, RELIABLE, COMPLETE OR TIMELY, (iii) THAT DEFECTS WILL BE CORRECTED, OR (iv) THAT ANY SOFTWARE, SERVICES, SITES OR SERVER(S) ON WHICH THE APPLICATION AND SERVICES ARE HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE APPLICATION AND THE SERVICES AND ANY CONTENT PROVIDED ON OR THROUGH THE APPLICATION AND SERVICES ARE ENTIRELY AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE QuantFu APPLICATION, SERVICES OR BROKERAGE CONNECTION SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. From time to time, we may offer new "beta" features or tools with which Users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind and may be modified or discontinued at our sole discretion. The provisions of this Section apply with full force to such features or tools.
YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD US LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF OTHER SITES ACCESSIBLE THROUGH THE APPLICATION OR SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. WE MAKE NO WARRANTY THAT ANY GOODS OR SERVICES PROVIDED BY THIRD PARTIES IN CONNECTION WITH YOUR ACCESS AND USE OF THE APPLICATION AND SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SITE AND/OR THE SERVICES.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR CONTENT AND COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE APPLICATION AND SERVICES. YOU UNDERSTAND THAT WE DO NOT MAKE ANY ATTEMPT TO VERIFY ANY CONTENT POSTED ON THE SITE BY YOU OR ANY OTHER USERS.
THE DISCLAIMERS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.
- Investment Disclaimer.
You acknowledge and understand that neither the Application nor the Services are intended to supply investment, financial, tax or legal advice. The Application and Services are not investment advice and any observations concerning any security, trading algorithm or investment strategy provided in the Application or Services is not a recommendation to buy, sell or hold such investment or security or to make any other investment decisions. We offer no advice regarding the nature, potential value, risk or suitability of any particular investment strategy, trading algorithm, transaction, security or investment. You acknowledge and agree that any use of the Application or Services, any decisions made in reliance on the Application or Services, including any trading or investment decisions or strategies, are made at your own risk.
If investment, trading or other professional advice is required, the services of a competent, licensed professional should be sought. No employee, agent or representative of QuantFu is authorized to provide any such advice pursuant to this Agreement, and any such advice, if given, is in violation of QuantFu's policies, is unauthorized and may not be relied upon.
- Professional Advice Disclaimer.
Our Application and Services are meant as an aid to assist you in organizing and managing your financial information. NEITHER QuantFu NOR THE APPLICATION NOR SERVICE IS INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. QuantFu IS NOT A FINANCIAL PLANNER, BROKER, INVESTMENT OR TAX ADVISOR. Your financial situation is unique, and any information you obtain through the Application or Service may not be appropriate for your situation. The use and interpretation of the Application and Services requires skill and judgment, and you shall at all times exercise your own judgment in the use of the Application and Services.
- Limitation of Liability.
YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE APPLICATION AND TO PROVIDE THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. NEITHER QuantFu NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR SPONSORS ARE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO (i) THE USE OF, DELAYS IN OPERATION, TRANSMISSION OR RESPONSE OF, OR INABILITY TO USE THE APPLICATION OR THE SERVICES; (ii) ANY CONTENT CONTAINED ON THE APPLICATION AND/OR THE SERVICES; (iii) STATEMENTS OR CONDUCT POSTED OR MADE PUBLICLY AVAILABLE ON THE APPLICATION AND/OR THE SERVICES; (iv) ANY PRODUCT OR SERVICE PURCHASED OR OBTAINED THROUGH THE APPLICATION OR SERVICES; (v) ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY INFORMATION AVAILABLE ON THE APPLICATION OR THE SERVICES; (vi) ANY DAMAGE CAUSED BY MISTAKES, INACCURACIES, OMISSIONS, ERRORS, INTERRUPTIONS OR LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF ANY CONTENT ON THE APPLICATION OR THE SERVICES, OR (vii) ANY OTHER FAILURE OF PERFORMANCE OF THE APPLICATION OR SERVICES OR OTHER MATTER RELATING TO THE APPLICATION AND/OR THE SERVICES, IN EACH CASE WHETHER OR NOT CAUSED BY EVENTS BEYOND THE CONTROL OF OUR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR SPONSORS, INCLUDING, BUT NOT LIMITED TO, ACTS OF NATURE, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE APPLICATION OR SERVICES OR CONTENT STORED THEREIN. IN NO EVENT SHALL QuantFu's TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) EXCEED THE GREATER OF: (i) ONE HUNDRED DOLLARS ($100.00) OR (ii) THE TOTAL AMOUNT PAID OR PAYABLE BY YOU TO US, IF ANY, FOR USING ANY OF THE SERVICES OR THE APPLICATION IN THE THREE (3) MONTHS PRIOR TO THE DATE ON WHICH YOU FIRST ASSERT A CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF CERTAIN TYPES OF LIABILITY. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.
You agree to indemnify, defend, and hold QuantFu and its subsidiaries, affiliates, officers, directors, agents, co-branders, sponsors, distributors, or other partners, employees, and representatives harmless from and against any and all claims, demands, actions, causes of action, damages, losses, costs or expenses (including reasonable attorneys' fees and disbursements) which arise or relate, directly or indirectly, out of, from or to (i) your breach or alleged breach of this Agreement; (ii) your violation or alleged violation of any applicable law, regulation, or order of a court or other governmental authority; (iii) any Content that you upload, post, or otherwise make available on QuantFu, including Content that is alleged to or does: (a) violate any fiduciary or confidentiality obligations to a third party or (b) infringe, misappropriate, or otherwise violate the copyright, trade secret, trademark or other intellectual property rights, privacy or publicity rights, or any other rights of a third party, or (iv) access or use of the Application and/or the Services by you or anyone using your QuantFu account. You agree to fully cooperate with QuantFu in the defense of any claim. QuantFu reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without QuantFu’s prior written consent. This Section shall survive in the event this Agreement is terminated for any reason.
To the extent permitted under applicable laws, you hereby release QuantFu from any liability related to: (a) any incorrect or inaccurate Content posted on the QuantFu website or within the Application, whether caused by you or other Users of the Application or Services or by any of the equipment or programming associated with or utilized in the Application or Services; (b) the conduct, whether online or offline, of any User of the Application or Services; (c) any loss or damage caused by Content posted on the QuantFu website, in the Application or through the Services or transmitted by and to Users; and (d) any error, omission, interruption, deletion, delay in operation or transmission, communication line failure, theft or destruction or unauthorized access to, or alteration of, User communications. If you are a California resident, you hereby waive California Civil Code 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
- Jurisdictional Issues.
QuantFu makes no representation or warranty that the Content and information on the QuantFu website, and/or within the Application or Services are appropriate or available or appropriate for use in locations outside the United States. Those who choose to access the Application or use the Services from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent applicable. QuantFu reserves the right, at any time in its sole discretion, to limit the availability and accessibility of the Application and/or the Services to any person, geographic area, or jurisdiction it so desires, and to limit the quantities of any such Application, Service or products that it provides.
- Arbitration Agreement and Jury Trial Waiver, Class Action Waiver, and Forum Selection Clause.
You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and QuantFu must abide by the following rules: (i) for any claim that could otherwise be brought in small claims court, the arbitration shall be conducted solely based on written submissions and, if the arbitrator deems it appropriate, a telephonic hearing; (ii) if the claim exceeds what can be recovered in a small claims court, the arbitration shall be conducted solely based on written submissions or a telephonic hearing, unless the arbitrator deems a face-to-face hearing is appropriate, in which case one should be held at a location agreed to by you and QuantFu, and if the parties cannot agree on a location for the hearing, the arbitrator will determine a location for the proceedings which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances; (iii) the arbitrator’s ruling is binding and not merely advisory; (iv) ANY CLAIMS BROUGHT BY YOU OR QuantFu MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (v) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING; (vi) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, QuantFu will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (vii) QuantFu also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (viii) the arbitrator shall honor claims of privilege and privacy recognized at law; (ix) a decision by the arbitrator (including any finding of fact and/or conclusion of law) against either you or QuantFu shall be confidential unless otherwise required to be disclosed by law or by any administrative body and may not be collaterally used against either of them in existing or subsequent litigation or arbitration involving any other person/QuantFu customer; and (x) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses.
Notwithstanding the foregoing, either you or QuantFu may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration provision. Such claims shall be exclusively brought (unless such courts do not have personal jurisdiction in the dispute) in the courts located in Boston, Massachusetts. Additionally, notwithstanding this arbitration provision, either party may seek emergency equitable relief before such courts in order to maintain the status quo pending the arbitrator’s ruling, and hereby agree to submit to the personal jurisdiction of such courts. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
With the exception of subparts (iv) and (v) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. In the event this arbitration provision is held unenforceable by a court, or in the event AAA refuses to arbitrate the dispute, all controversies, disputes, demands, counts, claims, or causes of action between you and QuantFu shall be exclusively brought in the state or federal courts specified above.
For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website.
This Agreement shall remain effective until terminated in accordance with its own terms and conditions. You agree that QuantFu, in its sole discretion, may terminate your password, account (in whole or in part), or use of the Application or Services, and remove and discard any Content within the Application or Services, at any time and for any reason. You agree that any actions taken under this Section may be effective without prior notice to you. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE APPLICATION OR SERVICES OR DELETION OF YOUR ACCOUNT OR YOUR UPLOADED CONTENT. In the event of termination, however, those Sections in this Agreement which, by their nature, survive termination of the Agreement shall so survive. Specifically, and without limitation, the licenses you have granted to QuantFu to use any Content submitted by you survives the termination of this Agreement. Your license, as described in this Agreement, to use any Content owned by QuantFu does not survive the termination of this Agreement.
- General Information.
This Agreement constitutes the entire agreement and understanding between you and QuantFu and governs your use of the Application and the Services, superseding any prior agreements between you and QuantFu. This Agreement and the relationship between you and QuantFu shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions. The failure of QuantFu to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severed herefrom and shall not affect the validity and enforceability of any remaining provisions. The section titles in this Agreement are for convenience purposes only and have no legal or contractual effect. This Agreement is not assignable, transferable or sub-licensable by you. However, we may assign this Agreement to any third party whom we choose without your consent and/or without notice to you. No waiver by QuantFu of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default. You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder.
- Electronic Communications.
You acknowledge and understand that (a) we can only give you the benefits of accessing the Application and using the Services by conducting business through the Internet, and therefore we need you to consent to our giving you Communications (defined below) electronically, and (b) this Section 23 informs you of your rights when receiving Communications from us electronically. For contractual purposes, you: (i) consent to receive communications from us in an electronic form and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications ("Communications") that we provide to you electronically satisfy any legal requirement that such Communications would satisfy if they were in writing. Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. The foregoing does not affect your non-waivable rights. You may also receive a copy of this Agreement. You may withdraw your consent to receive Communications electronically by contacting us. If you withdraw your consent, from that time forward, you must stop using the Application and Services. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all Communications without interruption.
- Modification to Application and Services.
We reserve the right to modify or discontinue the Application and any or all of the Services, including the Content owned by QuantFu, with or without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue the Application and/or any or all of the Services. If you object to any such changes, your sole recourse will be to cease access to the Application and/or Services, as applicable. Continued access to the Application and/or Services, as applicable, following notice of any such changes will indicate your acknowledgment of such changes; agreement to amended license terms, as applicable; and satisfaction with the Application and/or Services, as applicable, as so modified.
- Amendments and Modifications of this Agreement.
QuantFu may amend or modify this Agreement from time to time and at any time. If any such amendment or modification is material, we will post notice of it on the QuantFu website, community forum, and/or by email to Users. Your access of the Application and use of the Services following any such amendment or modification shall be deemed your acceptance of such amendment and modification. You agree to review the Agreement periodically to be aware of such amendments and modifications.