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HFTAlert

END-USER LICENSE AGREEMENT

DELINEATOR AND ACCUMULATOR SOFTWARE PROGRAMS,

THE DELINEATOR JOURNALS,

HFTALERT BURST MONITOR

AND SUBSCRIBER SERVICE AGREEMENT



IMPORTANT-READ CAREFULLY: THIS END-USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY AND HEREINAFTER REFERRED TO AS "YOU", "USER", OR "SUBSCRIBER") AND HCMI (HEREINAFTER "HCMI"). BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE PRODUCT (AS DEFINED BELOW), YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL OR USE THE SOFTWARE PRODUCT.





This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and HCMI governing your use of the Delineator or Accumulator software products and the Delineator/Premium Journals which may include associated software components, media, user manuals or guides, and training or education materials, whether in electronic or paper form, the HFTAlert Burst Monitor and historical data (collectively the "Software Product"). The Software Product is licensed, not sold. By installing, copying, or otherwise using the Software Product, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or use the Software Product.



1.0 CONSIDERATION AND ACCESS RIGHTS DURING THE TERM OF THIS AGREEMENT

In consideration of the license granted herein, the mutual representations, warranties, covenants, and agreements of the parties hereto and the parties intending to be bound, HCMI grants you a non-exclusive, non-transferable license to install and use a copy of the Software Product on a single computer running a validly licensed copy of the operating system, for which HCMI designed the Software Product. This license is restricted to your personal use as an HCMI account holder for the limited purposes described in the then current user manual. This license permits you to make one copy of the Software Product for backup or archival purposes only. You acquire no right to use, and shall not use, without HCMI's prior written consent, the names, characters, artwork, designs, trade names, copyrighted materials, trademarks or service marks of HCMI, its affiliates, agents, vendors, and licensors. The Software Product is provided in object code form only. You agree to hold the Software Product in strict confidence and not disclose it any third party. THIS SOFTWARE PRODUCT IS AN ELECTRONIC SERVICE AND USER ACKNOWLEDGES THAT THE SOFTWARE PRODUCT, AS AN ELECTRONIC SERVICE IS NOT INTENDED TO PROVIDE INVESTMENT, TAX OR OTHER ADVISE OF ANY KIND.



2.0 APPLICATION PROCESS

Subscriber acknowledges and accepts the terms of this Agreement by purchasing either a single month or recurring monthly subscription. Once Subscriber's purchase is completed, HCMI will activate Subscriber and assign Subscriber a user name and password that will allow Subscriber to connect the Software Product to the data feed servers provided by HCMI. If any of the information provided to HCMI in the application changes, including, without limitation, Subscribers’ credit card information, Subscriber shall notify HCMI within five (5) business days of such change. HCMI reserves the right to decline any application for subscription for any reason.



3.0 CONFIDENTIALITY

Subscriber acknowledges that the Software Product is confidential and proprietary to HCMI. Subscriber agrees that the subscription will be used solely by Subscriber for their own personal use. Subscriber is not authorized or permitted to furnish such information to any other person or firm for any purpose except as expressly provided herein. Subscriber need not keep confidential any information which is already in Subscriber's possession, information that is or becomes generally available to the public other than as a result of an unauthorized disclosure by Subscriber, or

information that becomes available to Subscriber from sources other than the HFT Alert Internet site or any other communications from HCMI. Subscriber shall be solely responsible for the security and use of Subscriber's user name and password. Subscriber agrees to keep confidential and not to divulge or deliver to any third party Subscriber's user name and password.



Subscriber consents to HCMI's disclosure of the information in Subscriber's application and any other information furnished by Subscriber to HCMI to any governmental, regulatory or self-regulatory authority as required by law or deemed necessary by HCMI.



4.0 INTELLECTUAL PROPERTY

Unless otherwise specified, HCMI and/or its affiliates own all right, title and interest in and to the Delineator and Accumulator software, the Delineator/Premium Journals and Internet site, including all copyrights, patents, trademarks, trade secrets, algorithms, source code, object code, and other intellectual property rights attached therein or thereto. Nothing contained herein shall be construed as conferring on Subscriber, by implication or otherwise, any license or right to any copyright, patent, trademark, or other proprietary interest of HCMI, its affiliates or any third party. By its use of the Delineator or Accumulator software or the Delineator/Premium Journals or HFTAlert website, Subscriber shall not obtain any right, title or interest to any copyright, patent, trademark or other proprietary interest attached therein or thereto.



Unless otherwise specified, the HFT Alert Internet site content is protected by the United States Copyright Act of 1976, as amended, the copyright laws of other countries and the trade secret laws of the various states. Certain materials are used by permission of their respective owners. The materials provided in this service, including graphic images, buttons, and text, may not be copied, reproduced, republished, downloaded, posted, transmitted, cached or distributed in any way without the prior written permission of HCMI. Notwithstanding the foregoing, however, Subscriber may download, display, or print one copy of the materials on any single computer solely for Subscriber's personal use, provided that Subscriber keep intact all copyright, trademark, and other proprietary notices. Modification of the materials or use of the HCMI materials for any other purpose is a violation of HCMI, its affiliates, or its third-party information providers' copyrights and other proprietary rights.



5.0 PROHIBITED USES

HCMI imposes certain restrictions on Subscriber’s permissible use of the Software Product and Internet site (hereinafter collectively the "Site or Service"). You are prohibited from violating or attempting to violate any security features of the Site or Service, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Service, the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, "flooding", "spamming", "mail bombing", or "crashing"; (d) using the Site or Service to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service; or (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the object code or source code used by HCMI in providing the Site or Service. Any violation of system or network security may subject you to civil and/or criminal liability.



6.0 COPYRIGHT INFRINGEMENT

HCMI has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Site or with the Service. Company has adopted a policy that provides for the immediate suspension and/or termination of any Subscriber who is found to have infringed on the rights of HCMI or of a third party, or otherwise violated any intellectual property laws or regulations. HCMI’s policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want HCMI to delete, edit, or disable the material in question, you must provide HCMI with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit HCMI to locate the material; (d) information reasonably sufficient to permit HCMI to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to HCMI’s designated agent at:



Steven Hammer

HCMI

PO Box 90309

Santa Barbara, Ca. 93190

805-564-8785

steven@hcmi.com



7.0 SERVICE FEES

In exchange for providing the Delineator, Accumulator or Delineator/Premium Journals and Internet site access to Subscriber, Subscriber agrees to pay HCMI, as applicable, a subscription fee plus any applicable sales and use taxes (to be charged on a timely basis to the credit card Subscriber indicates). Subscriptions are to be prepaid in advance for a monthly (30 day) subscription. Subject to the provisions of Section 1.0, Subscriber may choose to purchase a recurring monthly subscription, in which case HCMI will renew the subscription at the end of each monthly term, and will charge Subscriber based on the credit card information previously provided. Subscriber may decline to renew its subscription or provide alternative payment arrangements by accessing their account through the HFT Alert website and cancel or change their subscriptions. If Subscribers wish to cancel their subscriptions, they should do so at least 3 days before their renewal date. HCMI has the right to increase the subscription fee for the Delineator, Accumulator or Delineator/Premium Journals on 30 days’ prior written notice to Subscriber. HFT Alert does not accept returns or refunds for subscription services.



8.0 AMENDMENT, TERM, RENEWAL, and TERMINATION

HCMI reserves the right to modify the terms of service set forth in this Agreement without obtaining Subscriber's approval. This Agreement shall continue in effect on a monthly basis continuously and shall be renewed at HCMI's option for successive monthly periods unless sooner terminated by Subscriber as provided herein. Termination of this Agreement is final and is not subject to notice. If Subscriber terminates this Agreement, Subscriber shall not be entitled to a refund. If HCMI terminates this Agreement, Subscriber will receive a pro-rated refund of its subscription based on the number of days remaining in the current subscription term. Subscriber shall not be entitled to a refund if HCMI terminates this Agreement based on (1) any failure by Subscriber or its agents to honor payment obligations under this Agreement, (2) if Subscriber has violated any of its other obligations under this Agreement, or (3) if HCMI believes Subscriber is distributing Subscriber's user name and password or misappropriating HCMI's intellectual property rights.



9.0 RISKS

SUBSCRIBER AGREES THAT USE OF THE DELINEATOR OR ACCUMULATOR SOFTWARE AND THE Delineator/Premium Journals IS AT SUBSCRIBER'S SOLE AND EXCLUSIVE RISK.



10.0 WAIVER OF DAMAGES; WARRANTY DISCLAIMER

NEITHER HCMI, ITS AFFILIATES NOR THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER. NONE OF THESE PARTIES SHALL BE LIABLE FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES, OF ANY KIND AND DESCRIPTION (INCLUDING INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES), RELATING TO THE ADEQUACY, ACCURACY, COMPLETENESS, TIMELINESS OR SUITABILITY OF ANY INFORMATION DERIVED FROM THE USE OF THE DELINEATOR OR ACCUMULATOR SOFTWARE, THE Delineator/Premium Journals OR INTERNET SITE, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR OTHERWISE OR FROM THE QUALITY OF INFORMATION ON THE HFTALERT.COM INTERNET SITE. THIS SERVICE IS BEING PROVIDED ON AN "AS IS" BASIS, AND HCMI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND AS TO ANY MATTER WHATSOEVER RELATING TO THE DELINEATOR OR ACCUMULATOR SOFTWARE, THE Delineator/Premium Journals OR INTERNET SITE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. USE OF THE DELINEATOR OR ACCUMULATOR SOFTWARE OR THE Delineator/Premium Journals IS AT SUBSCRIBER'S SOLE AND EXCLUSIVE RISK. HCMI DOES NOT WARRANT OR ENSURE THAT INFORMATION DISTRIBUTED THROUGH THE HFT ALERT WEBSITE WILL BE FREE FROM ERRORS, OMISSIONS, INTERRUPTIONS, DELETIONS, DELAYS, LOSSES OR DEFECTS, WHETHER HUMAN OR MECHANICAL OR WILL NEVER BE SUSPENDED OR TERMINATED.



Subscriber agrees that, if any of the foregoing limitations of liability of HCMI should be deemed invalid, ineffective or unenforceable and Subscriber sustains losses, costs (including court costs) or damages resulting from its use of the Delineator or Accumulator software or the Delineator/Premium Journals, the entire liability of HCMI hereunder for damages, regardless of the form of the action, will not exceed the subscription fees paid to HCMI for Subscriber's use of the Delineator or Accumulator software or the Delineator/Premium Journals.



HCMI is not responsible for and no judgment or warranty is made with respect to the content of any site to which HCMI may link to, including information on any such site regarding HCMI. Linking to other Internet sites is not an endorsement or recommendation for goods or services offered on such sites. Linking is not a recommendation for the purchase or sale of stock issued by any such site's sponsoring organization, nor a recommendation regarding the services offered by any introducing broker, futures commission merchant, or other market participant.



11.0 INDEMNIFICATION

Subscriber agrees to indemnify, defend and hold harmless HCMI, its affiliates and their respective officers, directors, agents and employees, from and against any and all damages, costs and expenses (including reasonable attorney's fees) arising as a result of Subscriber's use of the Delineator or Accumulator software or the Delineator/Premium Journals or Subscriber's use or distribution of information originally published on the HFT Alert Internet site (including, but not limited to, use or distribution of such information by any third party to whom Subscriber has distributed such information). This agreement of indemnity is in addition to, and will not limit or restrict, any other remedies which may be available to HCMI and shall survive any termination of this Agreement.



12.0 ELECTRONIC SIGNATURE AND DELIVERY.

The EULA and the Software Product include important disclosures and information that are associated with the Software Product's electronic content and services. When you click "I agree" below you will be signing, and consenting to signing, the EULA electronically, and to electronic delivery of the EULA, disclosures and information contained in the EULA in ASCII plain text (readable with a common text reader or editor). To enable you to access, retain, and/or print the EULA for your records, please print this document. If you do not have a printer or are unable to open the text file, you may call us for a free paper copy of the EULA.



By clicking "I agree" below, you will also confirm your understanding, acceptance, and receipt of the EULA and its terms and conditions, and you will acknowledge and demonstrate that you can access the EULA and the other electronic disclosures and information associated with the Software Product. This is required in order to install the Software Product or access the Delineator and or Premium Journals. We will be creating an electronic record that you have downloaded the Software Product, are using it, and that you have agreed to the terms of the EULA. If you do not agree to the terms of the EULA, do not install or use the Software Product and select "Cancel" below.



12.0 MISCELLANEOUS.

This Agreement is governed by the laws of the state of California without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction and venue of federal or state courts in the state of California for all disputes arising out of or relating to subscriber's use of the Delineator or Accumulator software or the Delineator/Premium Journals, the Software Product, and Internet site.



Subscriber acknowledges that each has read all the terms of this Agreement, is authorized to enter into it, agrees to be bound by its terms and conditions and that it is the entire, complete, and exclusive statement of the agreement between the parties which supersedes all prior communications and agreements between the parties relating to the subject matter of this Agreement. The descriptive headings of this Agreement are inserted for convenience of reference only and do not constitute a part of and shall not be utilized in interpreting this Agreement.



The Delineator or Accumulator software or the Delineator/Premium Journals is provided to subscribers subject to the terms governing this Agreement and Subscriber's use of this service constitutes consent to and agreement to abide by the terms of this Agreement.



This Agreement does not create a joint venture or partnership between HCMI and Subscriber, and each will act independently of the other. Neither party is empowered to bind or commit the other to any contract or other obligation.



Subscriber acknowledges that it had the right and opportunity to seek independent legal counsel of its own choosing in connection with the execution of this Agreement, and Subscriber represents to HCMI that it has done so or that it has voluntarily declined to do so free from coercion, duress, or fraud.



The parties recognize and agree that if any provision herein is not enforceable for whatever reason, the other provisions of this Agreement remain in full force and effect. Subscriber has no right to transfer, assign, license or in any other way encumber the rights provided by HCMI herein.



HCMI shall not be in default under this Agreement because of any failure to perform in accordance with its terms and conditions if such failure arises from causes beyond vendor’s control, including, but not restricted to, acts of God, acts of government, fires, floods, epidemics, quarantine, restrictions, strikes, embargoes, inability to secure or transmit the data feed, acts or omissions of carriers, or any and all causes beyond control of HCMI.



If any legal action is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees in addition to any other relief to which that party may be entitled. This provision shall be construed as applicable to the entire Agreement.





SIGNATURE:



By selecting "I agree" on the HFTAlert purchase subscription shopping cart, Subscriber represents and acknowledges that:



1. I have read, understood, and consented to electronic delivery of, the disclosures above, and I agree to enter into

a legally binding contract based on the above terms and conditions.



2. I intend the act of selecting "I agree" to be my legal signature to this Agreement.





EULA-Delineator or Accumulator software and the Delineator/Premium Journals and Subscriber Service Agreement, HFTAlert Burst Monitor and historical data.



Copyright © 2012-2022 HCMI All rights reserved. The Delineator, Accumulator, Delineator/Premium Journals and HFTAlert are trademarks of HCMI.