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Agreement for Use of TradeStation TradingApp Store and Purchase of Subscriptions (Most recent version May 13, 2014)
This Agreement ("Agreement") is between you, a person or entity ("Visitor," and, if you purchase one or more
subscriptions, "Subscriber," or "you," "your," "yours," "yourselves") and TradeStation Technologies, Inc. (“TTI”), a
Florida corporation ("TradeStation Technologies" or "us," "we," "our," "ours," "ourselves") and the owner, host and
operator of TradeStation TradingApp Store and each Developer from whom you decide to purchase a Subscription
(as such terms are defined below).
1. Legal and Binding Obligations.
This Agreement creates legal and binding contractual obligations (a) between
you and TTI with respect to your use of TradeStation TradingApp Store, and (b) between you and any developer
("Developer") from whom you decide to purchase a subscription ("Subscription") to use trading software ideas, tools
and approaches ("Trading Product(s)") that are written in EasyLanguage® and are technically compatible with the
TradeStation® electronic trading platform (the "Platform") and offered to you on TradeStation TradingApp Store.
The rights, benefits and remedies of TTI created by or through this Agreement may be enjoyed and enforced against
you directly by TTI and/or any of TradeStation Technologies' affiliates (either severally or jointly), as TTI at any time
or from time to time may elect or determine, each such affiliate of TTI being an express third-party beneficiary of all
such rights, benefits and remedies. However, your contractual relationship created by this Agreement is solely with
TTI (with respect to your general use of TradeStation TradingApp Store), and with Developers (with respect to any
Subscriptions you purchase from them), and creates no rights, benefits or remedies in your favor against any affiliate
of TTI, including but not limited to, TradeStation Securities, Inc. (Member NYSE FINRA NFA SIPC), IBFX, Inc.
(Member NFA), IBFX Australia Pty Ltd (Member ASIC) (referred to herein as the “Affiliated Entity” or “Affiliated
Entities”) or any other third party. Even though you are a brokerage customer of one or more of the Affiliated Entities,
and your Subscription purchase(s) are to be paid for by the debiting of your account held with one or more of the
Affiliated Entities, you understand and acknowledge that such payment method is used merely as a convenience and
that all such debited amounts are promptly turned over by the Affiliated Entities to TTI, and then turned over by TTI to
the Developer(s) from whom you have purchased your Subscription(s). The Affiliated Entities are providing no
services to you, brokerage or otherwise, pursuant to this Agreement, TradeStation TradingApp Store, your
Subscription(s), or with respect to any Trading Product you evaluate, obtain or use. Your agreements in this
Agreement with TTI relate solely to your visitation and use of TradeStation TradingApp Store as a resource to
explore and evaluate Trading Products (and do not in any manner relate to your purchase or use of Subscriptions,
other than the mechanics of how the Subscriptions are purchased, paid for and downloaded), and your agreements in
this Agreement with respect to your purchase and use of Subscriptions are solely with the Developer(s) from whom
you purchase Subscriptions(s). TTI is in no way, shape or form a marketing or selling agent for any Developer's Trading
Product or subscriptions thereof, or a reseller, distributor, dealer, retailer, licensee or sublicensor of any Developer's
Trading Product or subscriptions thereof.
2. We are not Giving you Advice, Endorsements
or Recommendations of Any Kind. TradeStation TradingApp Store is hosted and operated by TTI, a software development company which owns all technology and other
intellectual property used by the Affiliated Entities to provide a brokerage trading platform to active traders.
TradeStation TradingApp Store is being made available exclusively to brokerage customers of the Affiliated Entities.
"TradeStation," as used in this Agreement and throughout the TradeStation TradingApp Store Web site should be
read and understood in that context. TradeStation TradingApp Store is a trademark of TTI. Developers who offer
Subscriptions for Trading Product on TradeStation TradingApp Store are independent persons or companies that
are in no manner affiliated with TTI or any of its affiliates, and neither TTI nor any of its affiliates endorses,
recommends or approves any such Developer, or any Developer's Trading Product, or any Subscription, or receives
any compensation, direct or indirect, relating to the sale or use of any such Trading Product or Subscription. No offer
or solicitation to buy or sell securities, futures, foreign currencies or securities or other derivative products of any kind,
or any type of trading or investment advice, recommendation, or Trading Product, is made, given or in any manner
endorsed by TTI or any of its affiliates, and no specific trading recommendation or advice is or will be given to any
individual by or through TradeStation TradingApp Store. Past performance, whether actual or indicated by
simulated or other tests of strategies, is no guarantee of future performance or success.
3. TradeStation TradingApp Store Does Not Engage in any Activity that Requires Licensure or Registration
as a Broker-Dealer (BD), Investment Adviser (IA), Futures Commission Merchant (FCM), Retail Foreign
Exchange Dealer(RFED), Introducing Broker (IB), Commodity Trading Advisor (CTA) or Commodity Pool
Operator (CPO). TTI is a software development company that designs and offers trading analysis software and
which licenses trading software technology (a) directly to end users through subscriptions and (b) to third parties,
such as its affiliates, TradeStation Securities and TradeStation Forex, to enable such third parties to offer trading
platforms to their end users. TTI holds no licenses or registrations as a BD, IA, FCM, RFED,IB, CTA or CPO, or any
similar licenses or registrations (collectively, "Licenses"), and you understand and acknowledge that TTI engages in
no activities that require any Licenses and has no intention to engage in activities that require Licenses.
4. TradeStation TradingApp Store is a Marketplace of Ideas. TradeStation TradingApp Store is a marketplace
that has been created to receive Trading Product from unaffiliated third-party Developers. The Trading Product is
then offered to brokerage customers of the Affiliated Entities, like you, as a resource for those customers to review
and evaluate Trading Product. Based solely on your own judgments, you may decide to participate in a free trial, if
offered, by the developer or purchase from a Developer a Subscription to use that Developer's Trading Product, and
neither TTI, nor any of the Affiliated Entities, can or will endorse, approve or recommend, or assist any Developer in
the style or content that Developer uses to promote or market, Trading Product, or provide any personal guidance to
you about choosing or using any Trading Product. We are in no way, shape or form your agent or adviser for
selecting, purchasing or using Trading Product. As discussed in more detail later in this Agreement, the only service
we provide with respect to Subscription sales of Trading Product is to act as an intermediary to accept and process
Subscription orders, collect Subscription payments, and remit them to Developers – purely an administrative function.
We do this solely as a convenience to the brokerage customers of the Affiliated Entities, like you, who may wish to
purchase a Subscription from a Developer after reviewing and evaluating the Developer's Trading Product on our
TradeStation TradingApp Store Web site, and any statement that suggests or implies we have any greater
involvement or any involvement in the quality, performance, design, marketing or sale of Trading Product or
Subscriptions, or that we are a marketer, reseller, distributor, dealer, retailer, licensee or sublicensor, would be
inaccurate, misleading and should not be relied upon.
5. No Fixed Term. There is no fixed term obligation regarding your Subscriptions. You have no obligation to continue
a Subscription for any fixed period of time, subject to cancellation notice requirements, which shall not exceed thirty
6. Billing, Collection and Remittance of Subscription Payments. Subscriptions by customers of the Affiliated
Entities, like you, for Trading Product offered on TradeStation TradingApp Store are contracts solely between you
and the Developer, and solely the Developer is the licensor, seller, dealer and retailer of Trading Product (and the
subscriptions thereof). Our role is to provide to you, as a third-party, independent service, and not to act as any
Developer's or your agent, solely the following services: (a) billing you for the Subscription and collecting payment
(such billing and collection will typically be accomplished by directly debiting your Affiliated Entities account, with such
debited amount then being turned over by the Affiliated Entity to TTI for remittance to the Developer by TTI, and you
specifically authorize the Affiliated Entity to so debit your account and transfer your funds); (b) providing you with
contact and other profile and descriptive information about the Developer and the Developer's Trading Product (which
is provided to us by the Developer), and providing the Developer with your contact information (as the Developer is
the party with whom you are contracting); (c) remitting to Developer your Subscription payments: (d) granting you
access to download the applicable Trading Product from our Web site; (e) processing Subscription cancellations; and
(f) administrative tasks incidental to the foregoing services, such as name or address changes on the Subscription.
7. Sales Tax. Solely the Developer is the seller, retailer, licensor and dealer of the Trading Product and subscriptions
therefore that you purchase, and solely you are the customer and user. Solely you and the Developer are obligated to
make a determination about what, if any, sales and/or use taxes are owed by the Developer and/or you, the proper
amount thereof, and when and to whom they should be paid, from or relating to Subscription purchases of Trading
Product on TradeStation TradingApp Store, and to pay such sales and/or use taxes as required by applicable law.
8. Support and Service. Solely the Developer is responsible for all support and service (other than the billing,
collection, remittance and download services we provide, as described in this Agreement) relating to your Trading
Product Subscriptions. You should contact the Developer in a prompt manner to understand the terms and conditions
of your service and support benefits, if any, and any other terms and conditions that may apply to the Subscription.
Any additional terms and conditions, including any support and service, will be provided directly by the Developer, not
us, and if for any reason you are dissatisfied with such terms and conditions and give us notice of that fact (and
proper notice of cancellation) within 10 days of subscribing, you will be entitled to cancellation and a full refund of the
first month's Subscription payment.
9. Review Carefully and Understand How TradeStation TradingApp Store Operates and What it is Seeking to Present to Visitors. You agree that you will carefully review the TradeStation TradingApp Store site promptly and
from time to time so that you fully and accurately understand the service and information it provides, including how
Trading Product and its hypothetical past performance is presented, back-tested, ranked and reported, and all legal
and informational notices and disclaimers.
10. The Trading Product for which You Subscribe is Customizable by You, and Has Limitations on Its Use. You should assume, unless you are told otherwise, that the symbol and time interval (tick, minute, daily, weekly, etc.)
used to display the trading application are examples only, and that after downloading the Trading Product you are
required to customize your application to trading symbols and time intervals you choose. If the Trading Product has
been designed only for specific symbols or classes or types of symbols, or only to be used simultaneously with a
group or portfolio of symbols to achieve its designed goal, or is designed to work only using specific time intervals,
you must understand those parameters by communicating directly with the Developer. We have no knowledge or
responsibility regarding such matters. Also, while you will be required to customize your Trading Product by inserting
trading symbols and time intervals you choose, you may not have the ability to insert a group or portfolio of symbols
in an integrated Trading Product. There are also ways for you to customize the settings that can be used to back-test
the strategies you decide to run on the Trading Product, which include "Commission," "Slippage," "Initial Capital,"
"Interest Rate," "Look-Inside-Bar Back-testing," "Position Limits (pyramiding)," and "Trade Size." The settings you
input will affect how the performance reports generated by your back-tests are calculated. Most Developers offer
additional inputs, some offer many, that enable you to further customize your strategies, which will further affect how
they operate. You fully and unconditionally assume the risk of all decisions and actions you make and take based
upon your review of performance reports, rankings and the use of Subscriptions.
11. Prices, Payment Terms and Price Changes on Your Subscriptions. We exercise no control over the monthly
Subscription price for a Trading Product. We require no minimum or maximum price amount to be charged, and the
Developers may change their prices from time to time for new and/or existing Subscriptions. With respect to price
changes to existing Subscriptions, you will have a few days, after being advised of the price change, to cancel if you
do not wish to continue under the new price, assuming the new price is higher. If the new price is lower, the change
may, in our discretion, be implemented and effective without notice. For unity of presentation and to maintain order
and avoid confusion, we require that all Subscriptions be monthly, require the same payment each month, and be
cancellable by the subscriber at any time (no fixed one-year or six-month commitments, etc.), subject to a
cancellation notice period, not to exceed one full calendar month, following our receipt of the subscriber's notice of
12. Suspension of Subscriptions. You may suspend your Subscription(s), without any payment obligation during
the period of suspension, at any time that your access to the Platform is properly suspended by you.
13. Indemnity. You shall indemnify and hold harmless TTI, its affiliates, and their respective agents and employees,
from and against, and in respect of, any and all claims, demands, damages, losses, fines, penalties, costs and
expenses, of any kind or nature, including, but not limited to, attorney, paralegal, expert and consultant fees and
costs incurred at and before any trial, arbitration, mediation, investigation, inquiry or other proceeding, formal or
informal, at all tribunal levels, and whether or not any such proceeding is brought or pursued, and including fines,
interest and/or penalties imposed by any governmental, quasi-governmental, regulatory or self-regulatory agency or
body, or any sales tax authority, that arise from, are caused by, or relate to (a) any breach or default by you of or
under this Agreement, or (b) any act, omission, action, statement or activity by you or anyone acting on your behalf or
on your instruction that is a violation of, contrary to, or inconsistent with, the guidelines or specific intent of this
Agreement or TradeStation TradingApp Store (as described in this Agreement), or your obligations, agreements,
representations, warranties and/or undertakings pursuant to this Agreement, or (c) any violation
by you or any of your employees, agents or affiliates of any law, rule, regulation,
notice or statement of any governmental, quasi-governmental, regulatory or self-regulatory
agency or body, or (d) any communication, transaction or dealings (including Subscriptions
for Trading Product pursuant to this Agreement or otherwise) between you
and any Developer or other third party, or (e) sales or use taxes.
14. Your Subscriptions License to You Limited Rights to Use the Trading Product. Any Subscription you
purchase is a license from the Developer, as licensor, to you, as licensee. You are being granted a nonexclusive,
revocable, license to use the Trading Product included in the Subscription on a single computer terminal (at any given
time). This license from the Developer to you may not be transferred, assigned, leased, rented, sublicensed or
otherwise transferred by you. In no event shall the Trading Product be used by you for, or in connection with, any
unlawful purpose. All title and copyrights in and to the Trading Product are owned by the Developer. You agree not to
duplicate, reproduce, publish, retransmit or redistribute the Trading Product. You may not directly or indirectly offer or
transmit all or any portion of the Trading Product to third parties whether by way of subscription, license, sale or
otherwise. You may not modify, translate, reverse engineer, de-compile or disassemble the Trading Product. You
agree that you will not, at any time, directly or indirectly, in any manner use your Subscriptions or the Trading Product
you receive for any purpose other than your personal use to analyze, evaluate or implement your trading or
investment decisions or strategies.
15. WAIVER OF RIGHT TO JURY TRIAL; RIGHT TO COMPEL ARBITRATION; JURISDICTION AND VENUE;
DISCLAIMERS AND LIMITATIONS OF LIABILITY.
(a) NEITHER YOU NOR WE EVER WANT A JURY TRIAL. YOU AND WE EACH ACKNOWLEDGE AND AGREE,
AND REPRESENT TO ONE ANOTHER, YOUR AND OUR MUTUAL BELIEF THAT, SHOULD ANY DISPUTE
ARISE BETWEEN YOU AND US (OR ANY OF OUR AFFILIATES) THAT RESULTS IN A CLAIM BY EITHER YOU
OR US (OR ANY OF OUR AFFILIATES) IN A COURT OF LAW (STATE OR FEDERAL), NEITHER YOUR NOR
OUR BEST INTERESTS WOULD BE SERVED BY A TRIAL BY JURY, BUT RATHER BY A JUDGE OR SPECIAL
MASTER DECIDING ALL ISSUES AND QUESTIONS OF FACT AND LAW. ACCORDINGLY, AFTER CAREFUL
CONSIDERATION AND REFLECTION, YOU AND WE EACH KNOWINGLY, VOLUNTARILY,
UNCONDITIONALLY AND IRREVOCABLY WAIVE THE RIGHT TO JURY TRIAL FOR ANY SUCH DISPUTE,
REGARDLESS OF THE SUBJECT MATTER OF THE DISPUTE, AND STIPULATE AND AGREE THAT SOLELY A
JUDGE OR SPECIAL MASTER DETERMINE ALL ISSUES AND QUESTIONS OF FACT AND LAW IN, OR IN ANY
MATTER RELATING TO, ANY SUCH DISPUTE. YOU ACKNOWLEDGE THAT NO REPRESENTATIVE OR
AGENT OF OURS HAS RESPRESENTED, EXPRESSLY OR OTHERWISE, THAT WE WOULD NOT, IN THE
EVENT OF A DISPUTE, SEEK TO ENFORCE THIS WAIVER.
(b) YOU AGREE TO PROCEED WITH MEDIATION AND/OR ARBITRATION SHOULD WE ELECT TO PROCEED
IN SUCH MANNER; HOWEVER, YOU DO NOT HAVE THE SAME OR SIMILAR RIGHT TO COMPEL MEDIATION
AND/OR ARBITRATION. IF YOU FILE A CLAIM IN ANY COURT OF LAW, OR IF YOU AND WE HAVE A
DISPUTE AND NO CLAIM HAS YET BEEN FILED, IN EITHER CASE TTI AND EACH OF ITS AFFILIATES (AS
EXPRESS THIRD-PARTY BENEFICIARIES OF THIS AGREEMENT) HAS THE ABSOLUTE RIGHT, SOLELY IN
ITS DISCRETION, TO COMPEL THAT DISPUTE TO BE HEARD AND RESOLVED FIRST BY NON-BINDING
MEDIATION AND, IF THAT DOES NOT WORK, BY BINDING ARBITRATION, OR DIRECTLY BY BINDING
ARBITRATION WITHOUT FIRST TRYING MEDIATION. HOWEVER, IF TTI AND/OR ANY AFFILIATE OF TTI (AS
AN EXPRESS THIRD-PARTY BENEFICIARY OF THIS AGREEMENT) DECIDES TO FILE A CLAIM, YOU HAVE
NO CORRESPONDING RIGHT TO COMPEL MEDIATION AND/OR ARBITRATION. YOU AND WE SHALL
JOINTLY AGREE TO THE IDENTITY OF A MEDIATOR, IF YOU AND WE WILL BE HAVING A MEDIATION, AND
ANY SUCH ARBITRATION BETWEEN YOU AND US WILL BE HANDLED AND CONDUCTED BY AND
PURSUANT TO THE RULES AND PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION (AAA),
USING A THREE-MEMBER ARBITRATION PANEL WITH YOU AND WE EACH CHOOSING ONE ARBITRATOR
AND THE TWO CHOSEN SELECTING THE THIRD. THE DECISION OF THE ARBITRATORS WILL BE FINAL
AND UNAPPEALABLE AND MAY BE ENTERED AS A JUDGMENT IN ANY APPROPRIATE COURT OF LAW.
TO THE EXTENT ANY PROVISIONS OF THIS AGREEMENT ARE INCONSISTENT WITH AAA RULES OR
PROCEDURES, SUCH PROVISIONS SHALL PREVAIL TO THE MAXIMUM EXTENT AAA RULES AND
PROCEDURES PERMIT THE PARTIES TO STIPULATE AND OTHERWISE AGREE TO SUCH MATTERS BY
(c) JURISDICTION AND VENUE. IN THE EVENT OF ANY CLAIM(S) OR DISPUTE(S) BETWEEN YOU AND US
(OR ANY OF OUR AFFILIATES), WHETHER IN FEDERAL OR STATE COURT, OR ARBITRATION, MEDIATION
OR SOME OTHER ALTERNATIVE DISPUTE RESOLUTION PROCEEDING, AFTER CAREFUL CONSIDERATION
AND REFLECTION YOU AND WE BOTH KNOWINGLY, VOLUNTARILY, UNCONDITIONALLY AND
IRREVOCABLY STIPULATE AND AGREE THAT THE SOLE AND EXCLUSIVE VENUE THEREOF SHALL AND
MUST BE BROWARD COUNTY, FLORIDA. YOU AND WE EACH HEREBY KNOWINGLY, VOLUNTARILY,
UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY OBJECTION TO PERSONAL JURISDICTION IN
FLORIDA AND TO VENUE IN BROWARD COUNTY, FLORIDA, INCLUDING, BUT NOT LIMITED TO, ANY
OBJECTION BASED ON LACK OF NEXUS, INCONVENIENCE OR HARDSHIP.
(d) WE MAKE NO WARRANTIES OF ANY KIND AND YOUR RIGHTS AND REMEDIES AGAINST US ARE
LIMITED; HOWEVER, OUR RIGHTS AND OUR AFFILIATES RIGHTS AGAINST YOU ARE NOT LIMITED AND
ARE CUMULATIVE. WE AND OUR AFFILIATES DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR
IMPLIED, THAT IN ANY MANNER CONCERN OR RELATE TO TRADESTATION TRADINGAPP STORE
AND/OR THE INFORMATION, PRODUCTS AND/OR SERVICES PRESENTED IN OR ASSOCIATED WITH
TRADESTATION TRADINGAPP STORE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE. IN NO EVENT SHALL WE OR
ANY OF OUR AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL
DAMAGES WHATEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF
BUSINESS INFORMATION, BUSINESS INTERRUPTION, THIRD-PARTY CLAIMS AGAINST YOU, OR OTHER
PECUNIARY LOSS) TO YOU OR ANYONE CLAIMING BY OR THROUGH YOU ARISING OUT OF THE USE OF
TRADESTATION TRADINGAPP STORE, SUBSCRIPTIONS, TRADING PRODUCT OR ANY BREACH OR
DEFAULT BY US UNDER THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. IN ADDITION TO THE FOREGOING DISCLAIMERS AND LIMITATIONS, YOU FURTHER
AGREE THAT THE MAXIMUM COLLECTIVE LIABILITY TO YOU RELATING TO ANY CLAIM YOU MAY HAVE IN
ANY MANNER RELATING TO THIS AGREEMENT, TRADESTATION TRADINGAPP STORE, YOUR
SUBSCRIPTIONS, OR TRADING PRODUCT, WHETHER BASED IN CONTRACT, TORT, EQUITY OR ON OTHER
GROUNDS OR THEORIES, AND REGARDLESS OF THE CIRCUMSTANCES, SHALL NOT EXCEED THE TOTAL
AMOUNT ACTUALLY PAID BY YOU AS SUBSCRIPTION PAYMENTS FOR THE MOST RECENT THREE (3)
MONTHS AT THE TIME THE LIABILITY ARISES. YOU FURTHER UNDERSTAND, ACKNOWLEDGE AND
AGREE THAT YOU HAVE AND ARE ENTITLED TO NO SUCH DISCLAIMERS OR LIMITATIONS ON YOUR
LIABILITY, AND THAT ALL RIGHTS AND REMEDIES OF TTI AND ITS AFFILIATES ARE CUMULATIVE.
(e) MATERIAL PART OF OUR BARGAIN. ALL OF THE PROVISIONS IN THIS SECTION CONCERNING WAIVER
OF RIGHT TO TRIAL BY JURY, JURISDICTION AND VENUE, ARBITRATION AND MEDIATION, AND
DISCLAIMERS AND LIMITATIONS OF LIABILITY, INCLUDING THE "ONE-WAY" RIGHTS IN FAVOR OF TTI
AND ITS AFFILIATES REGARDING THE RIGHT TO COMPEL ARBITARTION AND/OR MEDIATION AND
DISCLAIMERS AND LIMITATIONS OF LIABILITY, ARE, BOTH INDIVIDUALLY AND VIEWED AS A WHOLE, A
MATERIAL PART OF THE BARGAIN BETWEEN YOU AND US, AND GIVEN OUR EXPECTATION THAT WE
WILL BE DEALING WITH NUMEROUS VISITORS LIKE YOU THROUGHOUT THE UNITED STATES AND,
POSSIBLY, ABROAD FOR PARTICIPATION IN TRADESTATION TRADINGAPP STORE, AND OUR NEED TO
HAVE MAXIMUM FLEXIBILITY TO ORGANIZE AND OTHERWISE DEAL WITH THE RESOLUTION OF ANY
DISPUTES THAT MAY ARISE, WE WOULD NOT ENTER INTO THIS AGREEMENT ABSENT YOUR KNOWING,
VOLUNTARY, UNCONDITIONAL AND IRREVOCABLE AGREEMENT TO EACH OF SUCH PROVISIONS.
(f) CAREFUL CONSIDERATION AND ACCESS TO COUNSEL. YOU UNDERSTAND AND AGREE THAT YOU
ARE WAIVING IMPORTANT RIGHTS IN THESE PROVISIONS, AND REPRESENT THAT YOU HAVE GIVEN
THESE MATTERS CAREFUL CONSIDERATION AND REFLECTION, AND THAT YOU HAVE HAD THE
OPPORTUNITY AND ACCESS TO MEET WITH LEGAL COUNSEL OF YOUR CHOOSING TO OBTAIN ADVICE
ON THIS MATTER, AND THAT IT IS WISE TO DO SO.
16. Amendment and Your Obligation to be Aware of Updates to this Agreement. Subject to the next sentence,
this Agreement may not be amended to alter or modify any party's rights or remedies, representations, warranties,
covenants or obligations, except by a written instrument executed by TTI and you that specifically states that it is an
amendment to this Agreement. However, notwithstanding anything to the contrary contained in the prior sentence, in
operating TradeStation TradingApp Store, and watching its operations, activities and business evolve, we may
update, modify, amend or alter any of the terms and conditions of this Agreement, including ones that enhance our
rights, benefits and remedies and limit yours or expand your risks and obligations, by posting the revised Agreement
on our Web site (without highlighting the changes). You hereby affirmatively undertake to re-read and review in its
entirety this Agreement as posted on our Web site at least once per month, and agree that you will have both actual
and constructive notice of any new terms and conditions on the 30th day following the day they are posted (such date
of posting will be reflected on the revised Agreement). You agree that if you continue to participate in any manner in
TradeStation TradingApp Store, including but not limited to continuing any of your Subscriptions or visiting the site,
following the effective date of any revised Agreement, you have irrevocably accepted and agreed to be legally bound
by all terms and conditions of such revised Agreement to the same extent as if you had signed and delivered to us
such revised Agreement on or before its effective date.
17. Binding Agreement; Assignment.
This Agreement shall be binding upon and shall inure to the benefit of the
parties and the third-party beneficiaries of this Agreement, and the parties' and such third-party beneficiaries'
respective successors at law and permitted assigns. Neither this Agreement nor any rights, obligations or duties
hereunder may be assigned or delegated by any party (which shall mean and include direct and indirect assignment,
sale and change in control by merger, sale, operation of law or otherwise) without the prior written consent of the
other party; provided that TTI shall be entitled without such consent to assign its rights and obligations hereunder in
connection with any direct or indirect sale or transfer of substantially all of the assets, outstanding capital stock or
business of TTI, or the TradeStation TradingApp Store division thereof, whether by means of asset purchase, stock
purchase, merger, operation of law, spin-off or other means.
18. Headings.The headings of sections and paragraphs are included for convenience of reference or context and
shall not control the meaning or interpretation of any of the provisions of this Agreement.
19. Governing Law. The parties represent and warrant to one another, and stipulate and agree, that this Agreement
shall be deemed executed, delivered and performed in the State of Florida, and that Florida is the situs of
TradeStation TradingApp Store, all downloads and uploads of Trading Product and the use by all persons of the
Trading Product and the subscriptions thereof, and of the point-of-sale thereof and delivery thereof. The parties
further stipulate and agree that the execution, delivery and performance of this Agreement shall be controlled,
construed and enforced in accordance with the laws, rules and regulations of the State of Florida (constitutional,
statutory, tax, administrative, common law, equity and otherwise) including, to the maximum extent possible, without
giving effect to conflicts of laws that would select another jurisdiction's laws, rules or regulations.
20. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall to
any extent be held to be invalid or unenforceable, the remainder of this Agreement, or the application of such
provision to persons or circumstances as to which it is not held to be invalid or unenforceable, shall not be affected
thereby, and each provision shall be valid and be enforceable to the fullest extent permitted by law.
21. Entire Agreement. This Agreement contains the entire understanding and agreement of the parties concerning
the subject matter hereof and supersedes all previous and contemporaneous verbal and written agreements. Subject
to the right of TTI to update, amend and modify this Agreement from time to time as explained earlier in this
Agreement, if there is any conflict between this Agreement and any statement or other content on any TradeStation
TradingApp Store or related Web site, the terms and conditions of this Agreement shall govern in all respects.
22. This Electronic Agreement Legally Binds You. This Agreement is being executed by you, and you are
agreeing to be legally bound, by clicking "I Agree" directly underneath the window that displays this
Agreement. You understand and agree that by so clicking you are entering into a contract that is as legal and
binding as a contract that contains ink signatures on a hard copy signed by both parties in person in the
23. Construction. The parties agree that any ambiguities contained in this Agreement shall not in any manner be
construed against the draftsman or alleged draftsman hereof, even if no negotiation of this Agreement has occurred.
Note: Trading products are independent, unaffiliated software programs that contain objective rules to enter and exit the market. No customized or other trading advice or recommendations are made by these products.
HYPOTHETICAL PERFORMANCE RESULTS HAVE MANY INHERENT LIMITATIONS, SOME OF WHICH ARE DESCRIBED BELOW. NO REPRESENTATION IS BEING MADE THAT ANY ACCOUNT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE SHOWN. IN FACT, THERE ARE FREQUENTLY SHARP DIFFERENCES BETWEEN HYPOTHETICAL PERFORMANCE RESULTS AND THE ACTUAL RESULTS SUBSEQUENTLY ACHIEVED BY ANY PARTICULAR TRADING PROGRAM.
ONE OF THE LIMITATIONS OF HYPOTHETICAL PERFORMANCE RESULTS IS THAT THEY ARE GENERALLY PREPARED WITH THE BENEFIT OF HINDSIGHT. IN ADDITION, HYPOTHETICAL TRADING DOES NOT INVOLVE FINANCIAL RISK, AND NO HYPOTHETICAL TRADING RECORD CAN COMPLETELY ACCOUNT FOR THE IMPACT OF FINANCIAL RISK IN ACTUAL TRADING. FOR EXAMPLE, THE ABILITY TO WITHSTAND LOSSES OR TO ADHERE TO A PARTICULAR TRADING PROGRAM IN SPITE OF TRADING LOSSES ARE MATERIAL POINTS WHICH CAN ALSO ADVERSELY AFFECT ACTUAL TRADING RESULTS. THERE ARE NUMEROUS OTHER FACTORS RELATED TO THE MARKETS IN GENERAL OR TO THE IMPLEMENTATION OF ANY SPECIFIC TRADING PROGRAM WHICH CANNOT BE FULLY ACCOUNTED FOR IN THE PREPARATION OF HYPOTHETICAL PERFORMANCE RESULTS AND ALL OF WHICH CAN ADVERSELY AFFECT ACTUAL TRADING RESULTS.
IMPORTANT INFORMATION: TradeStation TradingApp Store is hosted and operated by TradeStation Technologies, Inc. ("TTI"), a software development company which owns all technology and other intellectual property used by its affiliates, to provide a brokerage trading platform to active traders. TradeStation TradingApp Store is being made available exclusively to brokerage customers of TradeStation Securities ("TSI"). "TradeStation," as used in this document and product/service offering, should be read and understood in that context. TradeStation TradingApp Store is a trademark of TTI. Developers who offer products or other trading software tools on TradeStation TradingApp Store are independent persons or companies that are in no manner affiliated with TTI or any of its affiliates. TTI and its affiliates do not endorse, recommend or approve any such developer, or any developer's product or trading software tool, or receive any compensation, direct or indirect, relating to the sale or use of any such product or trading software tool. No offer or solicitation to buy or sell securities, securities derivatives or futures products of any kind, or any type of trading or investment advice, recommendation or strategy, is made, given or in any manner endorsed by TTI or any of its affiliates, and no specific trading recommendation or advice is or will be given to any individual by or through TradeStation TradingApp Store. All descriptions of products and the strategies they are designed to run, and the profiles of the developers who created the products, are provided by the developers, not TTI or any of its affiliates. Customers interested in learning more about, or investigating the quality of, any such product must contact the provider or seller of such product – no person employed by, or associated with, TTI or any of its affiliates is authorized to provide any information about any such product. To the extent that TTI or the developers who offer products or other trading software tools on TradeStation TradingApp Store offer performance reports and rankings of their respective products, it should be remembered that they are hypothetical, based upon hypothetical back-testing using the trading symbol and time intervals that the product developer has provided as examples and that TTI and its affiliates have not endorsed or approved any such hypothetical results and/or rankings. Any such reports and rankings must contain the clear and prominent additional disclosure required by FINRA Rule 2214(c) and/or NFA Rule 2-29(c).
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