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Terms and Conditions​

LAST UPDATED: April 16, 2022 

PLEASE READ THESE TERMS AND CONDITIONS (THE “TERMS”)  CAREFULLY AS THEY DESCRIBE THE LEGALLY BINDING TERMS  AND CONDITIONS FOR YOUR USE OF THE WEBSITE AND SERVICES  MADE AVAILABLE AND/OR PROVIDED BY BROKERHEDGE.COM LLC,  A NEW YORK LIMITED LIABILITY COMPANY, AND/OR ITS  SUBSIDIARIES AND AFFILIATES ( HEREINAFTER “COMPANY”, “WE”,  “OUR” OR “US” ).

The COMPANY provides via https://brokerhedge.com access to algorithmic strategy bots that can be activated by purchasing sessions to track stocks and options. The COMPANY provides via https://stocktraderclass.com paid informational educational strategy classes about trading stocks and options. The COMPANY provides via https://tradehackingsecrets.com advertisement services to publicize our products and services available for sale that attract customers.

SECTION 1 – OVERVIEW 

ACCEPTANCE OF THESE TERMS 

These Terms govern the use of the website located at https://brokerhedge.com, and /or https://stocktraderclass.com, and /or https://tradehackingsecrets.com  (the  “Website”), including all services provided through the Website, your use of interactive  features, applications, related mobile applications, content, downloads and/or other  services that we own and control and that post a link to these Terms (each individually,  a “Service” and collectively the “Services”). These Terms apply to all users of the  Website, including without limitation users who are browsers and/or contributors of  content. Visiting our Website constitutes your electronic signature on this agreement  (the “Agreement”) and your consent to execute this Agreement electronically.  

By visiting our Website, registering an account, or paying for a Service, (1) you  acknowledge that you have read, understand, and agree to be bound by this  Agreement, (2) you represent that you are eighteen (18) years of age or older, and (3)  you represent that you have the authority to enter into this Agreement, personally or if  you have named a company, on behalf of that company (you or any such company, the  “Client”, “you”, or “Customer”), and to bind the Client to the terms of this Agreement. If  you do not agree to all terms and conditions of this Agreement, or if you do not have  such authority, you must not accept this Agreement or access the Website or Services.  

To the extent there is a conflict between this Agreement and any additional agreement  you have signed with Company (an “Additional Agreement” or “Additional Terms”),  this Agreement will control unless the Additional Agreement expressly states otherwise. 

Any new features or tools which are added to the Website or Services shall also be  subject to this Agreement. You can review the most current version of the Terms at any  time on this page: (https://brokerhedge.com/service-term).We reserve the right to  update, change or replace any part of these Terms by posting updates and/or changes  to our Website. It is your responsibility to check this page periodically for changes. Your  continued use of or access to the Website or Services following the posting of any  changes constitutes acceptance of those changes. 

Throughout these Terms, You and Company may be referred to individually as the  “Party”, or collectively, the “Parties”.  

ACCEPTANCE OF PRIVACY POLICY 

By using the Website or any Service, you acknowledge and accept our privacy policy  located at https://brokerhedge.com/privacy-policy (the “Privacy Policy”) and consent to  the collection and use of your data in accordance with the Privacy Policy. 

SECTION 2 – SERVICE DESCRIPTION AND DISCLAIMERS 

Company is a technology company and our Website provides informational strategy  bots algorithms (hereinafter “Bots”) for optimizing and managing risk for day traders  who trade stocks and options. Company is constantly innovating in order to provide the  best possible experience for its customers. Client acknowledges and agrees that the  form and nature of our Services may change from time to time without prior notice to  Client. 

ADVICE DISCLAIMER 

Company does not provide legal, accounting, investment, tax, medical, or personal  advice. Any representation or implication to the contrary is expressly disclaimed. You  should consult your own legal, accounting, investment, tax, and medical experts before  using our Website, any Service, or products we review. 

INVESTMENT AND TRADING DISCLAIMER 

WE ARE NOT A BROKER AND WE DO NOT PROVIDE INVESTMENT OR TRADING  SERVICES. YOUR USE OF THE WEBSITE OR ANY SERVICE IS SOLELY AT YOUR  OWN RISK. NOTHING STATED OR POSTED ON THE WEBSITE IS INTENDED TO  BE INVESTMENT OR TRADING ADVICE. WE WILL NOT BE LIABLE FOR ANY  FINANCIAL INJURY RESULTING FROM THE USE OF OUR WEBSITE OR  SERVICES. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF  ANY KIND WITH RESPECT TO ANY SERVICES, NOR SHALL COMPANY BE  DEEMED TO ENDORSE ANY PARTICULAR SOFTWARE OFFERED ON OUR  WEBSITE. THE WEBSITE FUNCTIONS SOLELY AS A NEUTRAL VENUE AND IS TO  BE USED AS A GENERAL RESOURCE. WE ARE NOT RESPONSIBLE FOR  DECISIONS MADE USING THE INFORMATION FROM THE WEBSITE.  

GENERAL DISCLAIMER 

Any information or content that you obtain or receive from us, our employees,  contractors, partners, sponsors, advertisers, licensors or otherwise through the  Services, is for informational purposes only.

SECTION 3 – ELECTRONIC DELIVERY, NOTICE POLICY, AND  CONSENT 

By using any Service, you consent to receive from Company all communications  including notices, agreements, legally required disclosures, or other information in  connection with the Services (collectively, “Contract Notices”) via your mailing  address, email, telephone, SMS text messages, push notifications, or facsimile number  provided by you when creating an account. Company may provide the electronic  Contract Notices by posting them on the Website. If you desire to withdraw your  consent to receive Contract Notices electronically, you must discontinue your use of the  Services. Although you consent to electronic delivery, you may elect to deliver  communications by other means and such delivery shall not affect your consent. 

You agree to notify us of any changes in your address or other contact details.  Company may also deliver information verbally. Communications shall be deemed  delivered to you when sent and not when received. You also acknowledge that these  communications may be monitored and/or recorded for quality assurance purposes, and  you expressly consent to being monitored or recorded. We promise to safeguard these  communications and not share them with any other third party except in limited  instances clearly outlined in our Privacy Policy. To stop receiving phone calls or text  messages, please email us at [email protected].  

Your use of electronic signatures to sign documents legally binds you in the same  manner as if you had manually signed such documents. The use of electronic versions  of documents fully satisfies any requirement that such documents be provided to you in  writing. If you sign electronically, you represent that you have the ability to access and  retain a record of such documents. You agree that you are responsible for  understanding these documents and agree to conduct business by electronic means.  

You are obligated to review the Website and Services periodically for changes and  modifications and agree not to contest the admissibility or enforceability the Website’s  electronically stored copy of these Terms in any proceeding arising out of these Terms. 

You agree and represent that you have a suitable computer with Internet access, an  email address, and the availability to download, save and/or print communications to  retain a record of such communications. You agree that you are solely responsible for  maintaining such equipment and services required for online access. 

SECTION 4 – COMPANY SERVICES AND REGISTRATION 

Company will provide Services as described in each applicable “Service Description”.  For the purposes of this Agreement, “Service Description” shall mean each document  periodically updated and incorporated herein that contains a description of any Services. 

In order to use the Website, you will be required to register. You agree to provide  accurate, current and complete information in connection with your registration and use  of the Website (the “Registration Data“) and agree to maintain and promptly update  your Registration Data as necessary to maintain its accuracy. You may not use  someone else’s name, a name that violates any third party right, or a name that is  obscene or otherwise objectionable. Company reserves the right to suspend or  terminate access to and use of the Website, or any portion thereof, on the basis of  inaccurate or incomplete Registration Data. Client agrees to pay the fees and expenses  set forth in the Service Description of the Service(s) purchased by Client and as set  forth in this Agreement. 

You will safeguard your user name and password. You are responsible for all activity  occurring under or relating to your account. You will notify us immediately if you learn of  any unauthorized use of your user name and password or any other known or  suspected breach of security. 

You agree that your obligations in this Agreement are necessary and reasonable in  order to protect Company and its business. Accordingly, you agree that, in addition to  any other remedies that may be available, Company shall be entitled to seek injunctive  relief against the threatened breach of this Agreement or the continuation of any such  breach, without limiting any other rights and remedies to which Company may be  entitled to at law or in equity. 

Company is a technology company and is not an online broker and does not engage in stock trading or investing. The Website is solely a technology solution designed to  provide users with an selection of tools, including signal bots, that could be useful tools  for the online trading and investing that you are personally involved in. Company does  not provide trading or investment advice to users of the Website or endorse any specific  Services provided on the Website. By using the Website, you acknowledge and agree  that: 

a. Company is not a party to the relationship you enter into with online  brokers such as Ameritrade, E-Trade, and other such brokers. 

b. Company does not provide trading or investment advice on the Website; 

c. Company is not liable for how you choose to use the Services or the  outcome of such use; 

d. the Services offered on Website are being used at your sole discretion;  

e. the trading and investment decisions you make while using the Services,  are made pursuant to your professional judgment and not in reliance on  the Services.

f. you have not previously been prohibited from using the Website by  Company;  

g. use of the Website from a jurisdiction other than a jurisdiction where it is  lawful to the use the Website, is prohibited;  

h. the cost of using the Website and Services are not refundable. Once a  purchase is finalized, all sales are final.  

i. your use is in compliance with all applicable laws and regulations;  

j. you are at least 18 years of age; and 

k. the information you provide to Company will be accurate and complete;

SECTION 5 – TERM AND TERMINATION 

Concerning the general use of the Website and Services: 

This Agreement cannot be terminated and will be in effect and binding upon you during  any use of the Website or Services. 

Concerning paid Services and the Terms specific to paid Services: 

CLIENT UNDERSTANDS THAT SERVICES MUST BE PAID IN FULL AND IN  ADVANCE AND NO REFUNDS WILL BE PROVIDED FOR EARLY TERMINATION.  ALL SALES ARE FINAL AND ALL REQUESTS FOR REFUNDS WILL BE  REJECTED. CLIENT AGREES TO BE RESPONSIBLE FOR ANY AND ALL FEES,  INCLUDING LEGAL FEES, INCURRED BY COMPANY AND ASSOCIATED WITH  CREDIT CARD CHARGE DISPUTES BROUGHT BY YOU IN AN ATTEMPT TO GET  A REFUND. 

You agree that you will use the third-party payment processor provided by the Website for making all payments hereunder, and all such payments shall be subject to the terms  and conditions and privacy policy of the respective payment processor. Company is not  and will not be responsible or liable for such third-party payment processor or any acts  or omissions of such third party. 

Interest and finance charges will accrue on all chargebacks, and will be charged at the  maximum rate allowable by law, or at two percent (2%) per month, whichever is less.  You will be responsible for all reasonable expenses (including attorneys’ fees) incurred  by Company in collecting late or unpaid Fees due hereunder. Nothing mentioned herein  will limit any additional rights and remedies available to Company at law or in equity  arising out of your failure to make payment.

All provisions of this Agreement that by their nature should survive termination shall  survive termination, including, without limitation, ownership provisions, warranty  disclaimers, indemnity, and limitations of liability. 

SECTION 6 – SYSTEM AND SERVICE ACCESS, CLIENT IP 

Client access to Services is on a limited, non-exclusive, non-transferable basis only  during the term of this Agreement. Client agrees that it will access Services only (i)  through its “Authorized Users” acting within the scope of their service for Client; (ii) on  Company’s servers as authorized by Company; and (iii) for the sole benefit of Client. For the purposes of this Agreement, “Authorized Users” means those users designated  by Client on Company Services control screens who are (i) direct family members of  Client or (ii) other individuals, corporations, or entities that are not competitors of  Company and that have a valid agreement with Client and have been granted access to  Services by Client in its exercise of reasonable discretion and with respect to which  Client has obtained reasonable assurances that they will comply with the Terms set  forth in this Agreement. 

Client will ensure that each Authorized User will comply with this Agreement as well as  all applicable laws. Client will terminate any Authorized User’s access to Services (i)  when an Authorized User ceases to perform work on behalf of Client or (ii) if an  Authorized User breaches any term of this Agreement. Client is responsible for all acts  and omissions of any Authorized User in connection with that Authorized User’s access  and use of Services. Company reserves the right to restrict or terminate an Authorized  User’s access to Services if Company determines, in its reasonable discretion, that  such access has an adverse effect on Company, including, without limitation, with  respect to Company’s business or Services. 

Client is and will remain the sole and exclusive owner of all right, title, and interest in  and to all information, data and other content provided by Client to Company to enable  the provision of the Services.  

Client irrevocably grants all rights and permissions in or relating to Client’s intellectual  property, to Company and any of its employees, officers, directors, agents, independent  contractors, service providers or subcontractors (the “Representatives”) (i) as are  necessary or useful for Company to perform the Services and exercise its rights  hereunder, (ii) to use to improve and enhance the Services and for other  developmental, diagnostic and corrective purposes in connection with the Services or  other offerings; and (iii) for any other purposes set forth herein.  

SECTION 7 – CONFIDENTIAL INFORMATION AND NON DISCLOSURE 

For purposes of this Agreement, “Confidential Information” shall include all  information or material that has or could have commercial value or other utility in the 

business in which Company is engaged and any personal information about Client.  Confidential Information includes all non-public information regarding Company’s  business. 

Confidential Information does not include information that: 

(a) Recipient already knew, but only if tangibly documented; 

(b) becomes public through no fault of Recipient; 

(c) was independently developed by Recipient with no reference to the documented  formulations of Company, including, without limitation, designs, processes,  formulas, statistics provided by third parties as compiled by Company, products,  algorithms, source code, firmware, and middleware; or  

(d) was rightfully given to Recipient by another party. 

Recipient agrees to hold and maintain Confidential Information in strictest confidence for  the sole and exclusive benefit of the other Party. Recipient shall carefully restrict access  to Confidential Information to themselves and third parties as is reasonably required and  shall require those persons to sign nondisclosure restrictions at least as protective as  

those in this Agreement. Recipient shall not, without prior written approval of other  Party, use for its own benefit, publish, copy, or otherwise disclose to others, or permit  the use by others for their benefit or to the detriment of the other Party, any Confidential  Information. Recipient shall return to the other Party any and all records, notes, and  other written, printed, or tangible materials in its possession pertaining to Confidential  Information immediately upon written request for such. 

The nondisclosure provisions of this Agreement shall survive the termination of this  Agreement, and Recipient’s duty to hold Confidential Information in confidence shall  remain in effect until the Party who rightfully owns the Confidential Information sends  Recipient written notice releasing Recipient from this Agreement, whichever occurs first. 

SECTION 8 – ARBITRATION AND CHOICE OF FORUM  

Certain portions of this section are deemed to be a “written agreement to arbitrate”  pursuant to the Federal Arbitration Act. Client and Company agree that the Parties  intend that this section satisfies the “writing” requirement of the Federal Arbitration Act.  

If any controversy, allegation, or claim arises out of or relates to any Service, these  Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, the  “Dispute”), or to any of Company’s actual or alleged intellectual property rights (an  “Excluded Dispute”, then you and we agree to send a written notice to the other  providing a reasonable description of the Dispute or Excluded Dispute, along with a  proposed resolution of it. Our notice to you will be sent to you based on the most recent  contact information that you provide us. But if no such information exists or if such 

information is not current, then we have no obligation under this section. Your notice to  us must be sent via email to: [email protected]. For a period of sixty (60) days  from the date of receipt of notice from the other Party, Company and Client will engage  in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though  nothing will require either Client or Company to resolve the Dispute or Excluded Dispute  on terms with respect to which Client and Company, in each of their sole discretion, are  not comfortable.  

If the Parties cannot resolve a Dispute as set forth in this section (or agree to arbitration  in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the  notice, then ANY AND ALL DISPUTES ARISING BETWEEN CLIENT AND COMPANY (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE,  TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL  TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION,  RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE  THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF  THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION.  THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY SERVICE  PURCHASED FROM COMPANY OR AVAILABLE ON OR THROUGH ANY SERVICE. 

The Federal Arbitration Act (the “FAA”), not state law, shall govern the arbitrability of all  disputes between Company and Client regarding these Terms (and any Additional  Terms) and the Company Services, including the “No Class Action Matters” clause below.  

BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO  COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY.  

Company and Client agree, however, that the applicable state, federal or provincial law,  as contemplated in the governing law clause below, shall apply to and govern, as  appropriate, any and all claims or causes of action, remedies, and damages arising  between Client and Company regarding these Terms and the Company Services,  whether arising or stated in contract, statute, common law, or any other legal theory,  without regard to any jurisdiction’s choice of law principles. 

Any Dispute will be resolved solely by binding arbitration in accordance with the then current Commercial Arbitration Rules (the “Rules”) of the American Arbitration  Association (the “AAA”), except as modified herein, and the arbitration will be  administered by any private arbitration service chosen by Company in the state of New  York. If a party properly submits the Dispute to the designated arbitration service for  formal arbitration and the arbitration service is unwilling to set a hearing then either  Party can elect to have the arbitration administered by the Judicial Arbitration and  Mediation Services Inc. (the “JAMS”) using JAMS’ streamlined Arbitration Rules and  Procedures, or by any other arbitration administration service that the Parties consent to  in writing. If an in-person arbitration hearing is required, then it will be conducted in New  York. The Parties will pay the administrative and arbitrator’s fees and other costs in 

accordance with the applicable arbitration rules; but if applicable arbitration rules or laws  require Company to pay a greater portion or all of such fees and costs in order for this  section to be enforceable, then Company will have the right to elect to pay the fees and  costs and proceed to arbitration. The arbitration will be conducted by a single arbitrator  who will apply and be bound by these Terms and any Additional Terms, and will  determine any Dispute according to applicable law and facts based upon the record and  no other basis, and will issue a reasoned award only in favor of the individual Party  seeking relief and only to the extent to provide relief warranted by that Party’s individual  claim. All issues are for the arbitrator to decide, except that issues relating to the scope  and enforceability of the arbitration and class action waiver provisions are for the court  to decide. This arbitration provision shall survive termination of these Terms or the  Company Services. You can obtain AAA and JAMS procedures, rules, and fee  information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS:  800.352.5267 and http://www.jamsadr.com. 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF CLIENT OR  COMPANY WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE)  AGAINST THE OTHER, THEN THEY MUST COMMENCE IT (BY DELIVERY OF  WRITTEN NOTICE AS SET FORTH IN THIS SECTION) WITHIN ONE (1) YEAR  AFTER THE DISPUTE ARISES — OR IT WILL BE FOREVER BARRED.  

Commencing means, as applicable: (a) by delivery of written notice as set forth above in  this section; (b) filing for arbitration as set forth in this section; or (c) filing an action in  state or federal court. 

The foregoing provisions of this section will not apply to any legal action taken by  Company to seek an injunction or other equitable relief in connection with, any loss,  cost, or damage (or any potential loss, cost, or damage) relating to any Service,  Company’s intellectual property rights (including such Company may claim that may be  in dispute), or Company’s operations. 

CLIENT AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE  OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A  PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR  REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. 

Disputes will be arbitrated only on an individual basis and will not be joined or  consolidated with any other arbitrations or other proceedings that involve any claim or  controversy of any other party. There shall be no right or authority for any Dispute to be  arbitrated on a class action basis or on any basis involving Disputes brought in a  purported representative capacity on behalf of the general public, or other persons or  entities similarly situated. But if, for any reason, any court with competent jurisdiction  holds that this restriction is unconscionable or unenforceable, then our agreement to  arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to  this section. Notwithstanding any other provision of this section, any and all issues  relating to the scope, interpretation and enforceability of the class action waiver 

provisions contained herein, are to be decided only by a court of competent jurisdiction,  and not by the arbitrator. The arbitrator does not have the power to vary these class  action waiver provisions. 

Except where arbitration is required above or with respect to the enforcement of any  arbitration decision or award, any action or proceeding relating to any Dispute or  Excluded Dispute arising hereunder may only be instituted, in state or federal court in  State of New York. Accordingly, Client and Company consent to the exclusive personal  jurisdiction and venue of such courts for such matters. You agree that regardless of any  statute or law to the contrary, any claim or cause of action against Company arising out  of or related to this Agreement must be filed within one year after such claim or cause of  action arose, or be forever barred. 

Small claims matters are not excluded from the arbitration requirement. Any claims for  ten thousand and 00/100 dollars ($10,000.00) or less may not be filed in small claims  court but is subject to this section. 

SECTION 9 – COMPLIANCE 

You may not use our Website or Services for any illegal or unauthorized purpose nor  may you, in the use of our Website or Services, violate any laws in your jurisdiction.  

The Parties will each separately maintain effective compliance programs consistent with  the relevant compliance guidelines set forth by any applicable state or federal  government. The Parties will cooperate with each other to provide accurate and full  responses to any material inquiry or concern of either Party related to compliance and  to any reasonable request by either Party for clarification or documentation. 

Client must verify the accuracy, completeness, and appropriateness of all information  entered into or selected in any Service, including information from any “Third Party  Items”, before such information is utilized. For the purposes of this Agreement, “Third  Party Items” means the third-party products and services incorporated into any Service.  

Client represents and warrants to Company that (i) all data it provides to Company or  that it selects in any Service are accurate and in conformity with all legal requirements;  and (ii) Company is duly authorized to receive, use, and disclose such data subject to  the terms of this Agreement. 

Company does not independently review or verify the information entered into, or made  available to it in, any Services. Use of and access to any Services is at the sole risk and  responsibility of Client.  

SECTION 10 – WARRANTIES AND LIMITATIONS 

Company warrants to Client that, to Company’s knowledge, Service functionality, when  used properly and as expressly authorized by Company does not infringe any valid 

patent, registered copyright, or other registered intellectual property right under laws of  the United States, provided that Company makes no warranty to the extent that such  infringement results from (i) use or access of Service by Client in combination with any  data, software, or equipment provided by Client or any third party that could have been  avoided by use or access of Services without such data, software, or equipment or (ii)  any breach of any agreement by, or any negligent or other wrongful act or omission of,  Client or any third party acting on behalf of Client. 

Except as otherwise expressly provided herein, Company undertakes no obligation to  provide error-free or fault-free items or Services, and Services are provided “as is” with  all faults and defects.  

EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY DISCLAIMS ALL  REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS  OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), WITH RESPECT TO  ANY SERVICE OR ITEM PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED  TO, ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR  FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY ARISING FROM  CONDUCT, COURSE OF DEALING, CUSTOM, OR USAGE IN TRADE. 

NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY WILL NOT BE  LIABLE UNDER ANY LEGAL THEORY FOR INDIRECT, EXEMPLARY, PUNITIVE,  SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSSES; LOST  PROFITS OR BUSINESS OPPORTUNITIES; OR THE COST OF PROCUREMENT OF  SUBSTITUTE ITEMS OR SERVICES.  

Client hereby acknowledges that the remedies set forth herein are reasonable and will  not fail of their essential purpose. The foregoing does not affect any liability that cannot  be excluded or limited under applicable law. 

SECTION 11 – SERVICE CONTENT, OWNERSHIP, LIMITED  LICENSE AND RIGHTS OF OTHERS 

The Website and Services contain a variety of: (i) materials and other items relating to  Company and its Services, and similar items from our licensors and other third parties,  including all layout, information, articles, posts, text, data, files, images, scripts, designs,  graphics, button icons, instructions, illustrations, photographs, audio clips, music,  sounds, pictures, videos, advertising copy, URLs, technology, software, interactive  features, the “look and feel” of the Services, and the compilation, assembly, and  arrangement of the materials of the Services and any and all copyrightable material  (including source and object code); (ii) trademarks, trade dress, logos, trade names,  service marks, and/or trade identities of various parties, including those of Company (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the  foregoing, collectively, “Content”).

The Website and Services (including past, present, and future versions) and the  Content are owned or controlled by Company, our licensors and/or certain other third  parties. All right, title, and interest in and to the Content available on or through the  Website or Services is the property of Company or our licensors or certain other third  parties, and is protected by U.S. and international copyright, trademark, trade dress,  patent, and/or other intellectual property and unfair competition rights and laws to the  fullest extent possible. Company owns the copyright in the selection, compilation,  assembly, arrangement, and enhancement of the Content on the Website and Services. 

Subject to your strict compliance with these Terms and any Additional Terms, Company grants you a limited, non-exclusive, revocable, non-assignable, personal, and non transferable license to download (temporary storage only), display, view, use, play,  and/or print one copy of the Content (excluding source and object code in raw form or  otherwise, other than as made available to access and use to enable display and  functionality) on a personal computer, mobile phone or other wireless device, or other  Internet enabled device (each, a “Device”) for your personal, non-commercial use only.  The foregoing limited license: (i) does not give you any ownership of, or any other  intellectual property interest in, any Content; and (ii) may be immediately suspended or  terminated for any reason, in Company’s sole discretion, and without advance notice or  liability. In some instances, we may permit you to have greater access to and use of  Content, subject to certain Additional Terms. 

When using any Service, you must respect the intellectual property and other rights of  Company and others. Your unauthorized use of Content may violate copyright,  trademark, privacy, publicity, communications, and other laws, and any such use may  result in your personal liability, including potential criminal liability. If you believe that  your work has been infringed by means of an improper posting or distribution of it on or  through any Service, then please see Section 22 below. 

Company will have the unrestricted and permanent right to use and implement all ideas,  advice, recommendations, or proposals of Client with respect to the Website and  Services in any manner and in any media. 

SECTION 12 – CHOICE OF LAW 

This Agreement will be governed by the laws of the state of New York, without regard to  its conflicts of laws principles.  

SECTION 13 – GOVERNMENT REQUESTS 

In order to cooperate with governmental requests, subpoenas or court orders, to protect  our systems, or to ensure the integrity and operation of our business and systems, we  may access and disclose any information we consider necessary or appropriate,  including and without limitation, your information, IP address, and usage history. Our 

right to disclose any such information is governed by these Terms, our Privacy Policy,  and applicable law. 

SECTION 14 – FOREIGN ACCESS OF SITE 

The Website and our Services are controlled, operated, and administered by Company from our offices within the USA. If you access the Website from a location outside the  USA, you are responsible for compliance with all local laws. You agree that you will not  use Company’s content accessed through the Website in any country or in any manner  prohibited by any applicable laws, restrictions, or regulations. Company makes no  representation that all products, services and/or material described or available through  the Website are appropriate or available for use in locations outside the United States or  all territories within the United States. 

SECTION 15 – ACCURACY, COMPLETENESS AND  TIMELINESS OF INFORMATION 

Occasionally there may be information on our Website that contains typographical  errors, inaccuracies or omissions that may relate to Service descriptions, pricing,  promotions, offers, or other items. We reserve the right to correct any errors,  inaccuracies or omissions, and to change or update information or cancel orders if any  information on the Website or on any related Website is inaccurate at any time without  prior notice (including after you have submitted your order). We are not responsible if  information made available on Website is not accurate, complete, or current. The  material on Website or Services is provided for general information only and should not  be relied upon or used as the sole basis for making decisions without consulting  primary, more accurate, more complete, or more timely sources of information. Any  reliance on the material on this Website is at your own risk. 

We reserve the right to modify the contents of the Website at any time, but we have no  obligation to update any information on our Website, except as required by law. You  agree that it is your responsibility to monitor changes to our Website. 

SECTION 16 – MODIFICATIONS TO SERVICES, FEES AND  PAYMENTS 

We reserve the right, but are not obligated, to limit the sales of our Services to any  person, geographic region or jurisdiction. We may exercise this right on a case-by-case  basis. All descriptions of Services and Service pricing are subject to change at any time  without notice, at the sole discretion of us. We reserve the right at any time to modify or  discontinue any Service (or any part or content thereof) without notice at any time. Any  offer for any Service made on this Website is void where prohibited. 

We shall not be liable to you or to any third-party for any modification, price change,  suspension or discontinuance of a Service.

All payments must be made through Visa, MasterCard, Discover or American Express  (or other form of payment specifically accepted on the Site). 

Prior to the purchase of any Service, you may be required to provide us or our credit  card processing company with a valid credit card number and associated payment  information, including all of the following: (i) your name as it appears on the card; (ii)  your credit card number; (iii) the credit card type; (iv) the date of expiration; and (v) any  activation numbers or codes needed to charge your card. By submitting that information  to us or directly to our credit card processor, you hereby agree that you authorize us  and/or our processor (as applicable) to charge your card at our convenience but within  thirty (30) days of credit card authorization. For any Service that you order, you agree to  pay the price applicable (including any sales taxes and surcharges) as of the time you  submit the order. We will automatically bill your credit card or other form of payment  submitted as part of the order process for such price. Please note that we do not  provide price protection or refunds in the event of a price drop or promotional offering.  FURTHER, WE ARE NOT RESPONSIBLE FOR, AND DO NOT REIMBURSE, FEES  FOR INSUFFICIENT FUNDS, ACH RETURN FEES OR ANY OTHER FEES. 

Your card issuer agreement governs your use of your designated card, and you must  refer to that agreement and not these Terms to determine your rights and liabilities as a  cardholder. You hereby represent and warrant that you will not use any credit card or  other form of payment unless you have all necessary legal authorization to do so. YOU,  AND NOT US, ARE RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS  BILLED TO YOUR CREDIT CARD BY A THIRD PARTY. You agree to pay all fees and  charges incurred in connection with your purchases (including any applicable taxes) at  the rates in effect when the charges were incurred. For example, if you purchase with a  credit card that is issued through a bank that is based outside of the United States, your  bank or our bank may charge foreign transaction fees and other similar currency  exchange fees and you agree to reimburse us for any such fees or charges, if charged  to us, upon our demand. Unless you notify us of any discrepancies within sixty (60)  days after they first appear on your credit card statement, you agree that they will be  deemed accepted by you for all purposes. If we do not receive payment from your credit  card issuer or its agent, you agree to pay all amounts due upon demand by us or our agents. Sales taxes, or other taxes, customs, import/export charges, or similar  governmental charges are not included in the price of the products. You are responsible  for paying any such taxes or charges imposed on your purchases, including, but not  limited to, sales, use or value-added taxes. We shall automatically charge and withhold  the applicable tax for orders to be delivered to addresses within and any states or  localities that it deems is required in accordance with our order policy in effect at the  time of purchase. 

SECTION 17 – OPTIONAL TOOLS 

We may provide you with access to third-party products or tools over which we neither  monitor nor have any control nor input.

You acknowledge and agree that we provide access to such products or tools” as is”  and “as available” without any warranties, representations, or conditions of any kind and  without any endorsement. We shall have no liability whatsoever arising from or relating  to your use of optional third-party products or tools. 

Any use by you of optional products or tools offered through the Website of Services is  entirely at your own risk and discretion and you should ensure that you are familiar with  and approve of the terms on which products or tools are provided by the relevant third party provider(s). 

SECTION 18 – COMPANY BUSINESS RECORDS 

Subject to the other requirements and limitations, the business records of Company and  all other records, electronic or otherwise, created or maintained by Company in  performance of the Agreement will be and remain the property of Company, even  though they may reflect or contain Client information, confidential business information  of Client, or other information concerning or provided by Client. All de-identified  information created by Company in compliance with this Agreement will belong  exclusively to Company, provided that Client will not hereby be prevented from itself  creating and using its own de-identified information. Client agrees that this section of the  Agreement is valid only to the extent that it does not violate any applicable law. 

SECTION 19 – INDEMNIFICATION 

By using and/or accessing the Website or Services, and by consenting to these Terms,  you agree to defend (at Company’s option), indemnify, and hold harmless Company, its  affiliates and subsidiaries, and each of its their respective directors, officers, employees,  

shareholders, managers, agents, vendors, licensors, licensees, contractors, partners  and suppliers, and successors and assigns from and against any and all liabilities,  lawsuits, actions (civil, criminal, government or otherwise), claims, damages, losses,  costs, investigations (such as by local, state, and federal government agencies),  judgments, fines, penalties, settlements, and expenses, including reasonable attorneys’  fees, that directly or indirectly arise from or are related to: (i) your use of the Website or  Services and your activities in connection with the Website and Services; (ii) your  breach or alleged breach of these Terms or any Additional Terms; (iii) your violation or  alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders  of any governmental or quasi-governmental authorities in connection with your use of  the Website or Services or your activities in connection with the Website or Services;  (iv) information or material transmitted through your devices, even if not submitted by  you, that infringes, violates, or misappropriates any copyright, trademark, trade secret,  trade dress, patent, publicity, privacy, or other right of any person or entity; and (v) any  misrepresentation made by you (all of the foregoing, “Claims and Losses”). Company reserves the right to assume the exclusive defense and control of any matter otherwise  subject to indemnification by you, in which event you will assist and cooperate with  Company in asserting any available defenses. Notwithstanding the foregoing, Company retains the exclusive right to settle, compromise, and pay any and all Claims and 

Losses. You will not settle any Claims and Losses without, in each instance, the prior  written consent of an officer of Company. 

SECTION 20 – THIRD-PARTY LINKS AND SERVICES 

Third-party links on this Website may direct you to third-party sites that are not affiliated  with us. We are not responsible for examining or evaluating the content or accuracy and  we do not warrant and will not have any liability or responsibility for any third-party  materials or sites, or for any other materials, products, or services of third parties. Services offered on the Website may require use in connection with third-party websites  that may or may not be affiliated with us. We are not liable for any harm or damages  related to the purchase or use of goods, services, resources, content, or any other  transactions made in connection with any third-party sites. Please review carefully the  third-party’s policies and practices and make sure you understand them before you  engage in any transaction. Complaints, claims, concerns, or questions regarding third party products should be directed to the third-party. 

Third-Party Brokerage Accounts. You explicitly acknowledge and agree that use of our  Website or Services to access any broker website (such as TD Ameritrade or E*Trade) or API, requires that you strictly comply with any terms of use or other agreements provided by the broker, including those specifically required by the broker to gain  production level API access to their platform (the “Broker Agreements”). Prior to using  our Website or Services, you agree that you have read, understand, and will comply  with all relevant Broker Agreements.  

SECTION 21 – FEEDBACK AND OTHER SUBMISSIONS 

If, at our request, you send certain specific submissions or without a request from us  you send creative ideas, suggestions, proposals, plans, or other materials, whether  online, by email, by postal mail, or otherwise (collectively, “Feedback”), you agree that  we may, at any time, without restriction, edit, copy, publish, distribute, translate and  otherwise use in any medium any Feedback that you forward to us. We are and shall be  under no obligation (1) to maintain any Feedback in confidence; (2) to pay  compensation for any Feedback; or (3) to respond to any Feedback. 

SECTION 22 – COPYRIGHT NOTIFICATIONS 

Company will remove infringing materials in accordance with the Digital Millennium  Copyright Act (the “DMCA”) if properly notified that any material infringes copyright. If  you believe that your work has been copied in a way that constitutes copyright  infringement, please notify Company in writing. Your notice must contain the following  information (please confirm these requirements with your legal counsel, or see the U.S.  Copyright Act, 17 U.S.C. § 512(c)(3), for more information):

  1. an electronic or physical signature of the person authorized to act on behalf of  the owner of the copyright interest; 
  2. a description of the copyrighted work that you claim has been infringed; 
  3. a description of the material that you claim to be infringing, and a description of  where the material that you claim is infringing is located on the Website, sufficient  for Company to locate the material; 
  4. your address, telephone number, and email address; 
  5. a statement by you that you have a good faith belief that the disputed use is not  authorized by the copyright owner, its agent, or the law; and 
  6. a statement by you that the information in your notice is accurate and, under  penalty of perjury, that you are the copyright owner or authorized to act on the  copyright owner’s behalf. 

Under the Copyright Act, any person who knowingly materially misrepresents that  material is infringing may be subject to liability. 

If you fail to comply with these notice requirements, your notification may not be valid. 

Please note that this procedure is exclusively for notifying Company and its affiliates  that your copyrighted material has been infringed. The preceding requirements are  intended to comply with our rights and obligations under the DMCA, including 17 U.S.C.  §512(c), but do not constitute legal advice. It may be advisable to contact an attorney  regarding your rights and obligations under the DMCA and other applicable laws.  

Allegations that other intellectual property right is being infringed should be sent to  [email protected].  

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE  MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION  FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES,  COURT COSTS, AND ATTORNEYS’ FEES. 

SECTION 23 – CONTACT INFORMATION 

Questions about the Terms should be sent to us at: 

BROKERHEDGE.COM LLC 

Attn: Privacy Officer 

9955 65 Avenue 

RegoPark, NY 11374

SECTION 24 – CLIENT CONDUCT 

Client will not (i) access or use Website or Services in connection with the provision of  any services to third parties; (ii) resell, lease, encumber, copy, distribute, publish,  exhibit, or transmit any portion of the Website, Services or client account information to  any third party; (iii) derive specifications from, reverse engineer, reverse compile,  disassemble, translate, record, or create derivative works based on the Website or  Services or any content contained therein; (iv) use Website or Services in a manner that  delays, impairs, or interferes with system functionality for others or that compromises  the security or integrity of any data, equipment, software, or system input or output; (v)  enter data in the Website or Services that is threatening, harmful, lewd, offensive,  defamatory, or that injures or infringes the rights of others; (vi) apply systems to extract  or modify information on the Website or in the Services using technology or methods  such as those commonly referred to as “web scraping,” “data scraping,” or “screen  scraping”; or (vii) use the Website or Services or any part or aspect of them for any  unlawful purpose or to mislead or harass anyone. Use of or access to the Website or  Services not in accordance with the Terms of this Agreement is strictly prohibited.  Company may, in its sole discretion, limit or suspend permission to access or use  Company Services immediately if the terms of this section are violated. 

Additionally, Client understands and agrees (i) That Client is responsible for all of  Client’s activity in connection with Client’s use of any Service; (ii) That Client is  prohibited from impersonating any person or entity, including any employee or  representative of Company; (iii) That Client is prohibited from circumventing any  security-related feature of any Service, including those designed to limit copying or  reproduction of the Content; (iv) That Client is prohibited from taking any action that  imposes or may impose (as determined by Company in its sole discretion) an  unreasonable or disproportionately large burden or load on Company’s or its third-party  providers’ infrastructure; (v) That Client is prohibited from interfering or attempting to  interfere with the proper working of any Service or any activities conducted on any  Service; (vi) That Client is prohibited from bypassing any measures Company may use  to prevent or restrict access to any Service (or other accounts, computer systems, or  networks connected to any Service); (vii) that Client may cease using the Services at  any time; and (viii) that Client shall inform Company if Client ceases to use Services;  

SECTION 25 – UPDATE TO TERMS 

AS OUR SERVICES EVOLVE, THE TERMS AND CONDITIONS UNDER WHICH WE  OFFER SUCH SERVICES MAY PROSPECTIVELY BE MODIFIED AND WE MAY  CEASE OFFERING SUCH SERVICES UNDER THE TERMS OR ADDITIONAL  TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH  TIME YOU SIGN IN TO OR OTHERWISE USE OUR WEBSITE OR A SERVICE YOU  ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE  TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF 

OTHER TERMS BY POSTING THEM ON THE SITE (OR IN ANY OTHER  REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE  OF ANY SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD  AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND  TRANSACTIONS. 

Therefore, you should review the posted terms of use and any applicable Additional  Terms each time you use a Service (at least prior to each transaction or submission).  The Additional Terms will be effective as to new use and transactions as of the time that  we post them, or such later date as may be specified in them or in other notice to you.  However, the Terms (and any applicable Additional Terms) that applied when you  previously used a Service will continue to apply to such prior use (i.e., changes and  additions are prospective only) unless mutually agreed. In the event any notice to you of  new, revised, or additional terms is determined by a tribunal to be insufficient, the prior  agreement shall continue until sufficient notice to establish a new agreement occurs.  You should frequently check the Website and the email you associated with your  account for notices, and you agree that the means set forth in these Terms are all  reasonable manners of providing you with notice. You can reject any new, revised or  Additional Terms by discontinuing use of the Website, Services, and related services. 

SECTION 26 – MISCELLANEOUS 

Company shall not be liable for any failure to perform its obligations hereunder where  the failure results from any cause beyond Company’s reasonable control, including,  without limitation, mechanical, electronic, or communications failure or degradation.  

Neither Party will assign this Agreement without the written consent of the other,  provided that Company may assign this Agreement with no less than ninety (90) days  prior notice as part of a corporate reorganization, consolidation, merger, change of  control with respect to its outstanding stock, or sale of substantially all of its assets, and  provided further that the assigning Party and the assignee will remain liable for any  unperformed obligations under this Agreement arising prior to the effective date of any  such transaction. 

This Agreement will be binding on the Parties and their successors and permitted  assigns. 

Nothing contained in this Agreement will be construed to create a joint venture,  partnership, or like relationship between the Parties, and their relationship is and will  remain that of independent Parties to a contractual service relationship. 

In no event will either Party be liable for the debts or obligations of the other Party. 

Except as explicitly set forth herein, none of the provisions of this Agreement will be for  the benefit of or enforceable by any third party.

Section titles are for convenience only and will not affect the meaning of this  Agreement. 

No failure by a Party to insist upon the strict performance of any term or condition of this  Agreement or to exercise any right or remedy hereunder will constitute a waiver. 

If any term or provision of this Agreement is invalid, illegal, or unenforceable, such  invalidity, illegality or unenforceability shall not affect any other term or provision of this  Agreement or invalidate or render unenforceable such other term or provision.  

The terms of this Agreement shall be construed in accordance with the meaning of the  language used and shall not be construed for or against either Party by reason of the  authorship of this Agreement or any other rule of construction which might otherwise  apply. 

Company reserves the right, without any limitation, to: (i) investigate any suspected  breaches of any Service security or its information technology or other systems or  networks; (ii) investigate any suspected breaches of these Terms and any Additional  Terms; (iii) investigate any information obtained by Company in connection with  reviewing law enforcement databases or complying with criminal laws; (iv) involve and  cooperate with law enforcement authorities in investigating any of the foregoing matters;  (v) prosecute violators of these Terms and any Additional Terms; and (vi) discontinue  any Service, in whole or in part, or, except as may be expressly set forth in any  Additional Terms, suspend or terminate your access to it, in whole or in part, including  any user accounts or registrations, at any time, without notice, for any reason and  without any obligation to you or any third party. Any suspension or termination will not  affect your obligations to Company under these Terms or any Additional Terms. Upon  suspension or termination of your access to any Service, or upon notice from Company,  all rights granted to you under these Terms or any Additional Terms will cease  immediately, and you agree that you will immediately discontinue use of such Service. 

Client understands that Client’s content (not including credit card information), may be  transferred unencrypted and involve (a) transmissions over various networks; and (b)  changes to conform and adapt to technical requirements of connecting networks or  devices. Credit card information is always encrypted during transfer over networks.  

Except for obligations to pay fees hereunder, no delay, failure or omission by either  party to carry out or observe any of its obligations hereunder will give rise to any claim  against such party or be deemed to be a breach of this Agreement if and for as long as  such failure or omission arises from any cause beyond the reasonable control of that  party. 

This Agreement and any agreements referenced and incorporated herein make up the  entire agreement between Company and you regarding your use of the Website and  supersedes any prior agreements or understandings

Client has carefully read all this Agreement and agrees that all the restrictions set forth  are fair and reasonably required to protect the Company’s interests.