Effective: 25 May 2018

Terms and Conditions

Use of the website operated by TradingScreen Inc. and our affiliates (collectively, “TradingScreen,” “we,” “us,” “our”) with the home page located at www.tradingscreen.com (the “Site”), together with TradingScreen’s related social media sites and pages (for example, on LinkedIn, Twitter or Facebook), or otherwise through your interactions with TradingScreen (the Site and social media pages, collectively, the “Services”) are subject to the terms and conditions stated herein (“Terms and Conditions”).

By your use of the Services you agree to these Terms and Conditions, as may be amended from time to time, and you certify that you are 18 years old or older and are able and competent to give TradingScreen rights as detailed in these Terms and Conditions and to comply with these Terms and Conditions. The Services are not intended for individuals under the age of 18.  If you do not agree to these Terms and Conditions or cannot form a legally binding contract, you must not use the Services.

By using the Services, you agree to arbitrate disputes in an individual capacity against TradingScreen in accordance with the “Arbitration; Class Action Waiver; Jury Trial Waiver; Enforcement of Terms and Conditions; Governing Law” section below.

Modifications to These Terms and Conditions

TradingScreen reserves the right, at any time and without notice, to add to, change, update, or modify these Terms and Conditions simply by posting such addition, change, update, or modification on the Services. Any such change, update, or modification will be effective immediately upon posting on the Services. We suggest that you check these Terms and Conditions periodically for changes.

Privacy Policy; Cookie Policy

To understand how we collect, use and safeguard the information you may provide to us via the Services, including personal information, please review TradingScreen’s privacy policy (the “Privacy Policy”). Please also review our policy regarding how and when we use cookies.

Your Account

If you create or are provided by us with an account on the Services, including through the Client Portal on the Site, you are responsible for maintaining the confidentiality of your login credentials, and for protecting and restricting access to such information. You understand and agree that you are responsible for all activities that occur using your login credentials, whether or not you authorized such activity. You agree that you will notify us immediately if you become aware of any disclosure, loss, theft or unauthorized use of your user name or password or other login credentials. We are not responsible or liable for any liability, damages, loss or expenses arising in any way from the use of your login credentials.

TradingScreen reserves the right, in its sole discretion and without notice to you, to disable, terminate your account and/or restrict access to all or part of the Services if you have failed to comply with any of the provisions of these Terms and Conditions or other applicable terms and conditions (such as those set out in our contracts with you or your organization).

Product Descriptions

As set forth in the “Disclaimers” section below, TradingScreen does not and cannot guarantee the accuracy, currency or completeness of the information on the Services. TradingScreen reserves the right to change or update such information, including regarding our products and services, and to correct errors, inaccuracies or omissions at any time without prior notice.

Proprietary Materials

All Services and content, functionality, features, software, information, data, products and services, and materials contained, described, referenced or available on the Services (collectively, “Materials”), as well as any improvements or modifications to such Services and Materials, any derivative works based thereon, and the collection, arrangement and assembly of all such Services and Materials, are, except as otherwise expressly stated herein, owned exclusively by TradingScreen or our licensors, and TradingScreen (and, as applicable, our licensors) reserve all rights therein. The contents of the Services and Materials are protected by United States and worldwide copyright and intellectual property laws and treaty provisions. The trademarks, service marks, trade names, logos and other identifiers used in or in connection with the Services and Materials are the proprietary service marks or trademarks of TradingScreen, our licensors or other third parties, and are protected in the United States and internationally. No copying, modification or use of any of these marks or identifiers may be made without the prior written authorization of TradingScreen or our licensors (as applicable). Except as expressly set forth herein, nothing in these Terms and Conditions shall be deemed to grant to you or any other individual or entity any license or right in or to any copyright, trademark, trade secret or other proprietary right, whether owned by TradingScreen, our licensors or any other person.

License for Personal Use

Subject to these Terms and Conditions, you are hereby granted a personal, non-exclusive, revocable, non-transferrable license to use the Services and Materials for your personal and non-commercial purposes. Neither title nor intellectual property rights are transferred to you, but remain with TradingScreen, who, along with our licensors, is the exclusive owner of all rights, title and interest therein. Except as otherwise expressly provided, all rights are reserved to TradingScreen.

In connection with this license, you may download Materials, provided that you do not modify or alter the Materials in any way, nor delete, obscure, or change any copyright, trademark, service mark or other intellectual property notice therein.

You may include a link to the Site on one or more other websites operated by you, provided such websites link to the Site (www.tradingscreen.com) only and you are not linking from any site or service that violates any of the below “Restrictions on Use” or that is or contains Malicious Code (as defined below) and/or content that is disparaging, abusive, harassing, illegal, discriminatory, fraudulent, or violates the intellectual property, privacy or other rights of TradingScreen or any person or entity. Linking to other content within the Services is prohibited without TradingScreen’s prior express written consent. We reserve the right to withdraw any linking approval without notice.  This limited license expressly prohibits the framing of TradingScreen’s content in any way or any other activity that may confuse, misdirect or misrepresent with respect to association, approval, sponsorship or affiliation.

Restrictions on Use

You agree that you shall not:

(a) Copy, reproduce, modify, use, republish, upload, post, transmit, sell, resell, license, rent, lease, lend, otherwise distribute or commercially exploit in any way, decompile, reverse engineer, disassemble, otherwise attempt to derive source code from, or modify or create derivative works based on, the Services or any Materials obtained from or through the Services;

(b) “Frame” or use the Services or any Materials in any way that might confuse, misdirect, or misrepresent their source, or sponsorship or affiliation thereof or therewith;

(c) Use any robot, spider or other automatic device, manual process or application or data mining or extraction tool to access, monitor, copy or use the Services or any Materials;

(d) Take any action that imposes an unreasonable or disproportionately large load on the Services;

(e) Take any action in connection with your use of Services or Materials which violates any applicable local, state, national or international law, rule, regulation or order of any court in conjunction with your use thereof; or

(f) otherwise use the Services for any unlawful or abusive purposes, including, but not limited to, the violation of any intellectual property rights (whether belonging to TradingScreen or third parties) and the posting or distribution of any “harmful” or “malicious” code or programming devices (e.g., viruses, malware, ransomware, corrupted files, key locks, back doors, trap doors, timers or other disabling devices) or any other similar software or programs that may adversely affect the operation of the Services or any other software, hardware, network or other technology (collectively, “Malicious Code”).

Disclaimers

THE SERVICES AND ALL MATERIALS ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR TITLE; (b) ANY WARRANTY REGARDING THE AVAILABILITY, ACCURACY, RELIABILITY, OPERATION, USE OR PERFORMANCE OF THE SERVICES OR MATERIALS; (c) ANY WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES, MATERIALS AND/OR THE SERVER(S) AND CONNECTIONS THAT MAKE THEM AVAILABLE WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS OR MALICIOUS CODE; AND (d) ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

IN ADDITION, TRADINGSCREEN CANNOT AND DOES NOT REPRESENT, GUARANTEE OR WARRANT THAT THE MATERIALS ACCESSIBLE ON OR VIA THE SERVICES ARE ACCURATE, CORRECT, COMPLETE, RELIABLE OR CURRENT, AND TRADINGSCREEN IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN OR ANY CONSEQUENCES RESULTING FROM YOUR RELIANCE ON SUCH INFORMATION.

Limitations of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER TRADINGSCREEN, OUR AFFILIATES OR STRATEGIC PARTNERS, NOR ANY OF OUR OR THEIR THIRD PARTY PROVIDERS OR LICENSORS WILL HAVE ANY LIABILITY  TO YOU OR ANY THIRD PARTY OR OTHERWISE BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES, EVEN IF TRADINGSCREEN HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE OR PERFORMANCE OF THE SERVICES, OR ANY MATERIALS, PAGES OR CONTENT ACCESSIBLE VIA THE SERVICES, nor will TRADINGSCREEN, OUR AFFILIATES, PARTNERS or any of OUR OR THEIR Third Party Providers OR LICENSORS be responsible for any damages whatsoever that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance whether or not caused by events beyond THEIR reasonable control, including but not limited to acts of God, communications line failure, theft, destruction, or unauthorized access to our records, MATERIALS or Services.

Indemnification

To the extent permitted by applicable law, you agree to indemnify and hold TradingScreen, our partners, our licensors, and our and their affiliates, members, officers, directors, managers, partners, employees, consultants, agents, suppliers, providers, contractors, subcontractors, licensors, successors, transferees and assignees harmless from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys’ fees, disbursements and court costs, including any incurred in enforcement of this indemnification provision) resulting from, in connection with or arising out of (a) your use of the Services, or any Materials, content or information contained, displayed, available or accessible on or from the Services; (b) your violation of these Terms and Conditions; (c) any Submission (as defined below) provided by you to TradingScreen; or (d) your violation of any rights of any third party.

Third-Party Links

The Services may provide links or references to third party websites, mobile applications, services or other materials which are not provided by, related to or maintained by TradingScreen. TradingScreen has no responsibility for the content thereof, regardless of whether the link is provided by TradingScreen or a third party, and TradingScreen shall not be responsible or liable for any damages or injury arising from your access to or use of that content. You should review any terms and conditions and privacy policies (and similar documents) associated with such third-party websites, applications, services or materials before use.

The display of any link shall not and does not constitute or imply endorsement by TradingScreen or our partners or our and their licensors of the linked website or any content therein. No judgment or warranty is made with respect to the accuracy, timeliness or suitability of the content of any website to which the Services may link, including information on such other website regarding TradingScreen or our partners.

User-Generated Content

Portions of the Site may contain information that users have posted or submitted, published or displayed (“User Content”).  The User Content must comply with these Terms and Conditions. Except to the extent that such User Content contains or constitutes personal information, which is subject to the guidelines established in our Privacy Policy.  Any User Content you post to the Site will be considered non-confidential and non-proprietary and you grant TradingScreen a limited license to use, store or copy that content and distribute and make it available to third parties.  You understand and acknowledge that you are responsible for any User Content you submit or contribute. TradingScreen shall have no responsibility for such content, including its legality, reliability, accuracy and appropriateness.  TradingScreen has the right to remove any posting you make to the Site if, in our opinion, your post does not comply with these Terms and Conditions.

Submissions

While TradingScreen appreciates your comments and is happy to answer your questions about our products and services, and our company, we generally do not accept ideas, know-how, inventions or suggestions for products and services (“Submissions”). This is for your protection and for ours, and to avoid misunderstanding about the origin of Submissions between you and TradingScreen.

Please note that any Submissions, remarks, graphics or other information provided by you by any means, including through the Services, email, forms or otherwise, is and will be non-confidential and non-proprietary, except to the extent that it contains or constitutes personal information, which is subject to the guidelines established in our Privacy Policy.

Arbitration; Class Action Waiver; Jury Trial Waiver; Enforcement of Terms and Conditions; Governing Law

These Terms and Conditions are governed and interpreted pursuant to the laws of the State of New York, United States of America, notwithstanding any principles of conflicts of law. TradingScreen makes no representation that Materials provided through the Services are applicable or appropriate for use in all locations. If you use the Services from other locations, you are responsible for compliance with applicable local laws. If you take legal action relating to these Terms and Conditions or your interactions with or relationship to TradingScreen that is not subject to arbitration as provided below, you agree to file such action only in the state and federal courts located in New York County, New York and waive any objection you may have to the venue or forum.

You acknowledge and agree that the terms contained in this Terms and Conditions are reasonable and necessary, and that your actual or threatened breach of this Terms and Conditions could give rise to irreparable harm to TradingScreen for which monetary damages would not constitute an adequate remedy and, in addition to any and all other rights that may be available in respect of such breach or threatened breach, will entitle TradingScreen to seek immediate injunctive and other equitable relief from a court of competent jurisdiction without any requirement to post bond.

Any controversy or claim between you and TradingScreen arising out of or relating to these Terms and Conditions, or breach thereof, including disputes with respect to whether the subject matter of any controversy or claim is within the scope of the Terms and Conditions, will be resolved by binding arbitration in New York County, New York under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and administered by the AAA. The parties explicitly disclaim any applicability of the U.N. Convention on Contracts for the International Sale of Goods to these Terms and Conditions.

Neither you nor TradingScreen will participate in a class action or class-wide arbitration for any claims covered by these Terms and Conditions. Any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated or representative action. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, CLAIM OR PROCEEDING RELATING TO THESE TERMS AND CONDITIONS.

If any part of these Terms and Conditions is found to be unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of remaining provisions.

Amendments and Modifications to the Services

TradingScreen reserves the right to make changes to the information, data and Materials provided on the Services at any time without notice. TradingScreen also reserves the right to modify or discontinue some or all of the Services, or any Materials contained or accessible thereon, at any time without prior notice. TradingScreen shall in no way be held liable for any consequence which results from TradingScreen’s decision to modify or discontinue providing the Services or any content or functionality thereof.

Miscellaneous

The failure of TradingScreen to exercise or enforce any right or provision set forth herein shall not constitute a waiver of such right or provision. These Terms and Conditions set forth the entire understanding between you and TradingScreen with respect to the subject matter hereof and supersede any prior or contemporaneous communications, representations or agreements, whether oral or written, between you and TradingScreen with respect to such subject matter.

You guarantee that (i) you are not located in a country that is subject to U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

TradingScreen expressly reserves the right to monitor any and all use of the Services. TradingScreen also reserves the right to investigate and take legal action against any against any illegal and/or unauthorized use of the Services and/or Materials. TradingScreen’s decision not to pursue legal action for any violation of these Terms and Conditions shall not be construed as a waiver of any provision of these Terms and Conditions or any of TradingScreen’s legal rights.

These Terms and Conditions constitute the entire agreement between you and TradingScreen with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and representations, whether written, oral or otherwise.

Contact Information

Questions regarding these Terms and Conditions should be directed to: privacy@tradingscreen.com