TFG TRADING MATRIX SUBSCRIPTION AGREEMENT
This TFG Trading Matrix Subscription Agreement (the “Agreement”) consists of the following documents: 1) the TFG Trading Matrix Subscriber Registration Form (the “Registration Form”), 2) items 1 through 5 listed below, 3) the following TFG Trading Matrix Subscription Agreement Terms and Conditions (the “Terms and Conditions”), and 4) any subsequent addenda or amendments to any of the forgoing that the Subscriber (as defined below) agrees to electronically by selecting the “I Agree” box at the bottom of the Agreement. This Agreement shall be deemed effective as of the date on which the Subscriber selects the “I Agree” box at the bottom of this Agreement.
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Names and Addresses of the Parties: TFG Trading Matrix, LLC, (“TFG”) a New Jersey limited liability company with an address at 12 Engle Street, 3rd Floor, Englewood, NJ 07631. The Subscriber is defined as the person or entity whose name and address appear on the Registration Form (the “Subscriber” or “you”).
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TFG Trading Matrix Description: The TFG Trading Matrix consists of the TFG Trading Matrix Webinar and the restricted parts and content of the TFG Trading Matrix Website, respectively the (“TFG Webinar” and the “TFG Website”).
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TFG Trading Matrix Subscription: You hereby subscribe to the TFG Trading Matrix described above. TFG hereby grants you the right to access the TFG Trading Matrix, as set forth in the Terms and Conditions.
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Subscription Period: The Subscriber shall choose a subscription period, no less than monthly, on the Registration Form (the “Subscription Period”). You may terminate this Agreement and access to the TFG Trading Matrix at any time for any reason by providing TFG written notice of your intention to terminate, but you shall not receive a refund of the Subscription Fee, as described below, paid for the Subscription Period during which such termination occurs. Unless you have canceled your Subscription, a new Subscription Period of equal length shall commence at the end of each Subscription Period and you will be charged according to the fees for such Subscription Period in effect at that time.
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Subscription Fee: The Subscriber shall pay TFG a non-refundable fee for the Subscription Period that the Subscriber chooses on the Registration Form (the “Subscription Fee”). The Subscription Feewill be subject to change at the discretion of TFG. The Subscription Fee will be payable in advance and will be automatically charged to your credit card or PayPal account, as the case may be, on the first day of the Subscription Period.
The following Terms and Conditions set forth the terms and conditions pursuant to which TFG will provide to Subscriber access to the TFG Trading Matrix.
TFG TRADING MATRIX SUBSCRIPTION AGREEMENT TERMS AND CONDITIONS
1. ACCESS AND USE. TFG will provide Subscriber with access to the TFG Trading Matrix in accordance with the terms and conditions set forth in this Agreement. Solely to the extent necessary to access the TFG Trading Matrix during the term of this Agreement and in accordance with this Agreement, TFG grants the Subscriber a personal, non-exclusive, non-transferable, and non-sublicensable license to (a) access the TFG Trading Matrix and (b) print copies of any documentation provided in connection with the TFG Trading Matrix (the “Information”) strictly for the Subscriber’s personal use, provided that such printed copies include all proprietary notices embedded in the Information by TFG. Only the Subscriber identified on the Registration Form may access the TFG Trading Matrix and use the Information.
2. RESTRICTIONS ON USE. Subscriber shall not take any of the following actions: (a) creating or enabling the creation of derivative works, modifications, or adaptations of the TFG Trading Matrix or the Information; (b) distributing or disclosing the TFG Trading Matrix or the Information to third parties; (c) removing or modifying any proprietary marking or restrictive legends placed on the Information; (e) allowing anyone other than the Subscriber to access the TFG Trading Matrix or the Information, or (g) publishing any of the Information in reports distributed to third parties.
3. FEES & PAYMENT TERMS. Subscriber will pay TFG the Subscription Fee stated on the Registration Form, in accordance with the applicable payment terms set forth on the Registration Form. Failure to make timely payment shall give TFG the right to terminate Subscriber’s access to the TFG Trading Matrix and the Agreement without notice. TFG may change the Subscription Fee on ten (10) days prior notice to Subscriber. All amounts are in U.S. dollars, and all payments will be made in U.S. dollars. Subscriber will pay any sales, use or other tax related to receiving access to the TFG Trading Matrix, exclusive of taxes on TFG’s income.
4. TERMINATION. In the event that Subscriber commits a material breach of this Agreement (other than breach of its payment obligations), TFG, in its sole discretion, may terminate this Agreement immediately. In the event that Subscriber fails to pay any amounts due, and such failure continues for a period of fifteen (15) days after Subscriber’s receipt of written notice thereof, TFG may terminate this Agreement on written notice. Either party may terminate this Agreement at any time for any reason by providing written notice to the other party of its decision to terminate.
5. EFFECT OF TERMINATION OR EXPIRATION. Subscriber’s right to use the Services shall end immediately upon any termination or expiration of this Agreement, and Subscriber shall no longer be entitled to access the TFG Trading Matrix upon such termination. Subscriber shall not receive a refund of the Subscription Fee paid for the Subscription Period during which such termination occurs.
6. INTELLECTUAL PROPERTY RIGHTS. No intellectual property rights of any kind are assigned or transferred to Subscriber under this Agreement. Subscriber shall have no right to access the TFG Trading Matrix or use the Information for any purpose other than as set forth herein. Subscriber shall not challenge, or assist any person or entity in challenging, TFG’s right, title, and interest in the TFG Trading Matrix or the Information.
7. CONFIDENTIALITY. Subscriber acknowledges and agrees that Subscriber has and will have access to certain confidential information (“Confidential Information”) of TFG. “Confidential Information” means all information provided by TFG to Subscriber hereunder that is (i) proprietary and/or non-public information related to the past, present and future business activities of TFG, its subsidiaries, and its affiliates; (ii) information relating to TFG’s business plans, pricing, financial information, methods, processes, code, data, information technology, network designs, passwords, and sign-on codes; (iii) the terms of this Agreement; and/or (iv) any other information that is designated as confidential by TFG. Confidential Information of TFG shall also include the TFG Trading Matrix and the Information.
Subscriber shall not use TFG’s Confidential Information except as permitted under this Agreement, and shall not disclose, distribute, or disseminate the Confidential Information to any third party. Subscriber hereby grants TFG the right to use Subscriber’s name, likeness, voice, and any content contributed by Subscriber to TFG. Subscriber acknowledges that by providing Subscriber with the ability to distribute Subscriber generated content via the TFG Trading Matrix, TFG Website or otherwise, TFG is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to such content.
10. DISCLAIMER OF WARRANTIES. TFG DOES NOT WARRANT THE COMPLETENESS, ADEQUACY, ACCURACY, OR USEFULNESS OF THE TFG TRADING MATRIX, THE INFORMATION OR ANY OTHER MATERIALS OR SERVICES PROVIDED HEREUNDER (COLLECTIVELY, THE “MATERIALS”). THE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL DEFECTS. THE MATERIALS DO NOT CONSTITUTE INVESTMENT ADVICE, AND SUBSCRIBER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR USE OF THE MATERIALS AND ITS RELIANCE THEREON. SUBSCRIBER HEREBY ACKNOWLEDGES THAT TFG IS NOT REGISTERED AS IN INVESTMENT ADVISER WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES REGULATORY AUTHORITY, WHETHER PURSUANT TO THE INVESTMENT ADVISERS ACT OF 1940 OR ANY OTHER LAW, RULE OR REGULATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH OR IMPLIED IN THIS AGREEMENT, TFG, IN PERFORMING HEREUNDER, SHALL NOT INQUIRE INTO THE SUBSCRIBER’S PURPOSE FOR OBTAINING THE MATERIALS, BUSINESS OBJECTIVES OR INVESTMENT STRATEGY, AND TFG SHALL NOT IN ANY WAY PROVIDE INVESTMENT ADVICE TO THE SUBSCRIBER, OTHER THAN THE INFORMATION WHICH IS SPECIFICALLY SET FORTH IN THE MATERIALS. TFG EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, TFG MAKES NO WARRANTY THAT (i) THE MATERIALS WILL MEET THE REQUIREMENTS OF SUBSCRIBER, (ii) ACCESS TO THE TFG TRADING MATRIX WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MATERIALS WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE MATERIALS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY TFG, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES. To the extent that TFG may not as a matter of applicable law disclaim an implied warranty, the scope and duration of such warranty will be the minimum permitted under such law.
11. LIMITATION OF LIABILITY. TFG WILL NOT BE LIABLE TO SUBSCRIBER (NOR TO ANY OTHER PERSON CLAIMING RIGHTS DERIVED FROM SUBSCRIBER’S RIGHTS) FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS, LOSS OF GOODWILL OR REPUTATION) WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING FROM OR RELATING TO THE TFG TRADING MATRIX, THE MATERIALS OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER TFG WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. TFG’S MAXIMUM LIABILITY ARISING FROM OR RELATING TO THE TFG TRADING MATRIX, THE MATERIALS OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID TO TFG BY SUBSCRIBER WITH RESPECT TO THE SIX (6) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM ARISES.
12. INDEMNIFICATION. Subscriber shall indemnify, defend and hold harmless TFG, its affiliates, and each of their respective officers, directors, managers, members, shareholders, employees and agents (collectively, the “TFG Indemnitees”) from and against any and all liabilities, claims, demands, losses, damages, costs and expenses, including reasonable attorneys' fees, related to or arising out of (a) any breach of this Agreement by Subscriber or (b) use of the Information and/or the TFG Trading Matrix by Subscriber.
13. MISCELLANEOUS.
Entire Agreement. The Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and commitments with respect thereto. There are no other oral or written understandings, terms or conditions with respect to the subject matter of the Agreement, and neither party has relied upon any representation, express or implied, not contained in the Agreement.
Governing Law. The Agreement and any and all disputes arising directly or indirectly from the Agreement shall be governed by the laws of the State of New York, without regard to its conflict of law provisions.
Exclusive Forum. The parties hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts located in New York for all suits, actions or proceedings directly or indirectly arising out of or relating to the Agreement, and waive any and all objections to such courts, including but not limited to objections based on improper venue or inconvenient forum.
Waiver. The rights and remedies of the parties are cumulative and not alternative. No waiver of any rights is to be charged against any party unless such waiver is in writing signed by an authorized representative of the party so charged. Neither the failure nor any delay by any party in exercising any right, power, or privilege under the Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.
Modification. No modification of or amendment to the Agreement will be effective unless in writing signed by authorized representatives of both parties.
Severability. If any provision of the Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of the Agreement will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the parties’ intent.
Assignment. Subscriber may not assign or otherwise transfer any of its rights or obligations under the Agreement without the prior written consent of TFG, which consent TFG may grant or withhold in its sole and absolute discretion. Subject to the foregoing, the Agreement will be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. Any purported or attempted assignment or other transfer or delegation in violation of this Section shall be null and void.