Some of the services are delivered electronically, and may include electronic transactions. By accessing and/or using the services, you agree that you will be bound by any electronic submissions, communications or transactions made using your credentials (defined below), including your acceptance of this agreement, and you consent to receive electronic communications from us, including, but not limited to, notices of cancellation and renewals, policies, contracts and applications.
1. Changes to this agreement
We reserve the right, in our sole discretion, to change, modify and/or revise this Agreement (including any Annex) at any time. Any such changes are effective immediately upon our posting of the amended Agreement or other notice to you. You agree that your continued use of the Services following such posting constitutes acceptance of the Agreement as amended. Note that when we add or modify a Premium Service (defined below), we may modify this Agreement with respect to such Premium Service. If you have the Agreement cached on a browser, the applicable Agreement is the most recent version of the Agreement that appears on a non-cached browser. You should review the Agreement on our Platforms (defined below) frequently.
2. The services
The Services include our written and digital publications and materials, websites (including, but not limited to, https://www.behindthemarkets.com/), mobile applications and all other online and other platforms (collectively, the “Platforms”), all Content (defined below) displayed on or delivered through the Platforms, and memberships (collectively, the “Services”). “Content” means data, information, research, e-letters, newsletters, digests, articles and blogs, news aggregate services, emails, images, graphs, videos, podcasts, webinars, conferences, books, audio (including, but not limited to, access to conference calls), software, analytic tools, and any visual, audial or digital content made available on or through a Platform. The Services include certain Services provided free of charge (“Free Services”) as well as Services for which you must pay a one-time fee, subscription fee, maintenance fee or other fee in order to have access, including, but not limited to, premium Content and memberships (collectively “Premium Services”). The terms of this Agreement apply to both Free Services and Premium Services (except where indicated below that the relevant terms apply only to a designated Premium Service). For the avoidance of doubt, this Agreement applies to Services that are made available on a Platform that may be accessed only by a User to whom we have issued Credentials (defined below), as well as those Services made available by email, through Platforms that do not require Credentials, or through other processes.
This Agreement applies to all Services, whether purchased or used separately, or as part of a membership package, or any solution or bundled package of Services. If you purchase or use Services that are sold or otherwise provided together as a solution or bundled package (as opposed to your purchasing or using Services separately), termination of any part of the Services will result in the termination of all Services provided as part of the solution or bundled package. See the Section 12 for additional details on this subject.
3. DISCLAIMERS CONCERNING THE CONTENT WE PROVIDE
You acknowledge and agree to the following:
(i) BEHIND THE MARKETS is a publisher of financial information, not an investment adviser. We rely upon the “publisher’s exclusion” from the definition of investment adviser under Section 202(a)(11)(D) of the Investment Advisers Act of 1940 and corresponding state securities laws. We do not provide personalized or individualized investment advice. Any information provided as part of the Services is impersonal and not specific to any person’s investment needs. You acknowledge and agree that no Content published or otherwise provided as part of any Service constitutes a personalized recommendation or advice regarding the suitability of, or advisability of investing in, purchasing or selling any particular investment, security, portfolio, commodity, transaction or investment strategy. To the extent that any of the Content may be deemed to be investment advice or recommendations in connection with a particular security, such information is impersonal and not tailored to the investment needs of any specific person;
(ii) None of our personnel, including, but not limited to, editorial staff, employees or independent contractors (collectively, “Our Representatives”), will provide you with personalized advice regarding the value or suitability of, or advisability of investing in, purchasing or selling, any particular investment, security, portfolio, commodity, transaction, investment strategy or any other matter, and you further agree not to request or contact us for such advice;
(iii) From time to time the Services provide the opinion and commentary of Our Representatives, as well as well as opinion and commentary of third parties that are not controlled by Behind the Markets, including, but not limited to, interviewees, guests, analysts and other third-party Content providers (collectively, “Outside Contributors”), as well as opinions and commentary provided in the products and services of our affiliates. The Services may contain opinions and commentary with regard to investments that may differ from opinions and commentary provided by and in other Services, Outside Contributors and/or our affiliates. The Services and/or Content are not to be used or construed as a recommendation or offer to buy or sell, or a solicitation of an offer to buy or sell, any security, company, financial product or instrument, or to participate in any particular investment strategy, by any of the Behind the Market’s Entities (defined below) or any third party. The Services and all Content are for informational purposes only and are not intended to provide you with tax, legal, investment or accounting advice. None of Behind the Market’s Entities shall be liable for any investment decisions based upon or results obtained from the Services and/or Content. Trading in investments involves risk and volatility, and any of the investments discussed in the Services may lose their value after purchase. Past investment results are not necessarily indicative of future performance;
(iv) Although we have certain trading restrictions for Our Representatives relating to investments or securities that are recommended in the Services, from time to time, one or more Outside Contributors or their affiliates may have a position in the investment or securities written about in the Services. In cases where the position is held at the time of publication, Outside Contributors may make a related disclosure; however, Behind the Markets has no duty or obligation to investigate or determine whether Outside Contributors or their affiliates hold a position in an investment or security written about in the Services or to ensure that Outside Contributors make any such disclosure. In addition, Outside Contributors may be subject to certain restrictions on trading for their own account. In addition, certain of Our Representatives and other persons from our affiliates may, from time to time, have positions in, or buy or sell, the investments, securities or derivatives thereof that are referenced in the Content and may take positions inconsistent with the views expressed therein;
(v) Where Services and/or Content provided by Behind the Markets consists of pricing or performance data, such data has been obtained from third-party sources reasonably believed to be reliable. However, the accuracy, completeness or timeliness of any such data or data calculations are not guaranteed by the Third-Party Providers (defined below) of such data or by Behind the Markets, or any other third party. You acknowledge and agree that we do not have control over the quality, accuracy, completeness, veracity or legality of Content provided by Third-Party Providers and Outside Contributors;
(vi) From time to time, reference may be made in our marketing materials to prior articles and opinions we have published. These references may be selective, may reference only a portion of an article or recommendation, and may not be current. As markets change continuously, previously published information and data may not be current and should not be relied upon;
(vii) When U.S., international, cryptocurrency and/or other similar exchanges are open, any quotes that we may provide through our Platforms are delayed (other than those obtained through any real-time quote services we make available to users of certain Services). When such exchanges are not open, quotes are only current as of the close of the last day of trading. You acknowledge and agree that neither Behind the Markets nor any Third-Party Provider of these quotes or related data shall be liable to you or any third party for any damage or loss resulting from your reliance or trading on the quotes, information or data contained or referenced in the Content or Services.
(viii) To the extent any of the Services involve a model portfolio of investments, such portfolio provides investment ideas and/or provides information regarding investments and is chosen by Our Representatives or Outside Contributors in accordance with our or their stated investment strategy and is for informational purposes only. Your actual results may differ from results reported for the portfolio for many reasons, including, but not limited to, trading commissions or pricing differences due to timing of a purchase or sale of an investment in the portfolio; and
(ix) The information, research and opinions and other Content that Behind the Markets provides as part of the Services are obtained or derived from sources believed to be reliable, but we cannot guarantee their accuracy and completeness, nor the opinions based thereon. You should not rely solely upon such information, research and opinions for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified investment professional before you make any investment. None of the information provided as part of our Services constitutes, or is intended to constitute, a recommendation by us of any particular security or other investment or trading strategy or a determination by us that any security or other investment or trading strategy is suitable for any specific person. Investing in securities or other investments, including those chosen in any of Behind the Market’s model portfolio products or in any of the other Services, is speculative in nature and involves substantial risk of loss of the money invested.
We reserve the right to change, modify or discontinue any Content or any portion or feature of the Services. Such changes may include, but are not limited to, adding or removing particular Outside Contributors or Our Representatives, ceasing to provide access to a Service (and/or providing an alternative Service to you as a replacement), or changing the terms of engagement for a Service. We may make these changes or modifications at our sole discretion, either temporarily or permanently, at any time or from time to time, with or without notice to you. You agree that Behind the Markets shall not be liable to you or any third party for any such change or modification of the Content and/or Services and that your continued use of the changed or modified Content and/or Services, and/or continued access to the changed or modified Content and/or Services, constitutes your acceptance of any such changes or modifications.
Certain Content or other features of the Services may also have their own specific terms and conditions that you agree to when you sign up for, or use, that particular product, function, or
service (“Specific Terms of Service”). Specific Terms of Services may be described in an Annex to this Agreement and/or may be provided to you through the Services at the time you elect to sign up for, or use, that particular Service. Each Specific Terms of Service supplements and is made part of this Agreement, but if any term of this Agreement expressly conflicts with any term of a Specific Terms of Service, the conflicting term in the Specific Terms of Service will control but only with respect to the applicable Service. All other terms and conditions in both this Agreement and the Specific Terms of Service will remain in force.
5. LICENSE; USER REPRESENTATIONS AND WARRANTIES
A. LICENSE TO USE THE SERVICES
Behind the Markets grants to you a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to access and use the Services, and to use the Content provided within each Service, in each case solely as expressly permitted hereunder and solely for your own personal, non-commercial purposes. Your right to use the Content is limited to downloading and/or printing one (1) copy of any Content for your own personal, non-commercial use. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You acknowledge and agree that you do not acquire any ownership rights by accessing or using the Services or Content. In no event shall you use any Content available through the Services for any other purpose, or provide access to any Service, or copy, disclose, share or redistribute any such Content to any third party for any other use. Behind the Markets reserves all rights not expressly granted in and to the Services and/or the Content.
B. USER REPRESENTATIONS & WARRANTIES AND USE RESTRICTIONS
In consideration of your use of the Services and/or the Platforms, you hereby represent and warrant as follows (whereby you agree that your failure to perform these responsibilities shall be deemed a material breach of this Agreement):
i. You can form legally binding contracts under applicable law and are not a person barred from receiving the Services under the laws of the United States or other applicable jurisdictions;
ii. You are at least eighteen (18) years old or the age of majority in the jurisdiction in which you reside so that you can form a binding contract with Behind the Markets, and are responsible for supervising the activities of any under-age User;
iii. To your knowledge, there is no action, proceeding or investigation pending or threatened which questions, directly or indirectly, the validity or enforceability of this Agreement;
iv. Entering into this Agreement or otherwise purchasing, using or accessing the Services will not conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default or result in a termination of, any agreement or instrument to which you are a party;
v. You have taken all actions required by applicable law and have obtained all consents which are necessary to authorize or enable you to enter into this Agreement and/or purchase, use or access the Services;
vi. You will provide/maintain your User Account with current, accurate and updated information for registration purposes and for our use in contacting you regarding the Services and otherwise for notices and/or updates from us, and you will check such points of contact frequently throughout the term of this Agreement for notices and/or updates from us;
vii. You shall not use the Services in any manner that either directly or indirectly infringes any rights of Behind the Markets or any third party;
viii. Your use of the Services will in all respects conform to all applicable laws, rules and regulations and you accept sole and absolute liability for harm caused by the wrongful use of the Services;
ix. You agree not to engage in any of the following prohibited activities: (A) copying, republishing, re-purposing distributing or disclosing any part of the Services and/or Content, in any medium, including, but not limited to, by any automated or non-automated “scraping”; (B) using any automated system, including, but not limited to, “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the Behind the Market’s servers than a human can reasonably produce in the same period of time by using a conventional online web browser (except that Behind the Markets grants the operators of public search engines revocable permission to use spiders to copy materials from the Platform for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of the materials, but not caches or archives of such materials); (C) transmitting spam, chain letters or other unsolicited communications; (D) attempting to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running the Services; (E) taking any action against condition(s) that imposes or may impose an unreasonable or disproportionately large load on our infrastructure based on our sole discretion; (F) uploading invalid data, viruses, worms or other software agents through the Services; (G) collecting or harvesting any User’s personal information from the Services; (H) using the Services for any commercial solicitation purposes; (I) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (J) interfering with the proper working of the Services; (K) restricting or inhibiting any other User from using the Services, including, but not limited to, by means of “hacking” or blocking access to any portion of our Platform; (L) accessing any Content on the Services through any technology or means other than those provided or authorized by the Services; (M) bypassing the measures we may use to prevent or restrict access to the Services, including, but not limited to, features that prevent or restrict use or copying of any Content or enforce limitations on use of the Services or the Content therein; (N) disclosing or sharing Credentials; (O) modifying, adapting, sublicensing, translating, selling, reverse engineering, decompiling or disassembling any parts of the Services; (P) framing or linking to any information or Content on the Services; (Q) posting or submitting any inaccurate, incomplete or false biographical information or another person’s information; or (R) posting or submitting any
material that is unlawful, illegal, defamatory, offensive, discriminatory, threatening or obscene as determined by Behind the Markets in its sole discretion;
x. You are solely responsible for all statements made and acts or omissions that occur on your User Account;
xi. A maximum of three simultaneous log-ins are allowed per User Account. This simultaneous login limit applies to the total number of logins at any given time regardless of device type (e.g., computers, tablets, mobile devices, etc.).
xii. You agree that you are solely responsible for contacting us, consistent with and pursuant to the terms of this Agreement, with notice of your decision to cancel or discontinue the Services. IF NO SUCH NOTIFICATION IS GIVEN TO US BY YOU, WE WILL ASSUME YOU ARE SATISFIED WITH AND ACCEPT ALL SERVICES, AND WE WILL BILL ANY RELATED SERVICE FEES DIRECTLY TO YOUR PAYMENT ACCOUNT (DEFINED BELOW).
We may permanently or temporarily limit, condition, terminate or suspend your access to the Services or any features thereof for any reason, with or without notice and without any liability to you or any third party, including if in our sole determination you breach or violate any provision of this Agreement, commit fraud or other abuse in your use of the Services, if we believe that such suspension or termination is necessary for the security of the Services, Content or any User Data (defined below), or for no reason.
You are solely responsible for your interactions, if any, with other Users. We reserve the right, but have no obligation, to monitor communications and disputes between you and other Users. Behind the Markets shall have no liability for your interactions with other Users, or for any User’s action or inaction. Behind the Markets shall have no obligation to you to enforce this Agreement against any other User.
You shall be responsible for obtaining the requisite communication lines and internet connections to interface with the Services and you shall bear all risks of failing to make concurrent modifications to your devices and equipment.
You expressly waive any and all rights against Behind the Markets and hold us harmless in connection with any claims relating to any action taken by us as part of our investigation or remediation of a suspected violation or result of our conclusion that a violation of this Agreement has occurred, including, but not limited to, the suspension or termination of your User Account.
6. REGISTRATION AND PRIVACY
7. TERMS APPLICABLE TO PREMIUM SERVICE
8. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
9. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES (AND ANY RELATED CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY CONTENT PROVIDED BY OUTSIDE CONTRIBUTORS) IS SOLELY AND ENTIRELY AT YOUR OWN RISK AND THAT THE SERVICES (AND ANY RELATED CONTENT) ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. BEHIND THE MARKETS, ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, OUTSIDE CONTRIBUTORS, THIRD-PARTY PROVIDERS, CONTRACTORS, SUPPLIERS, LICENSORS, ADVERTISERS AND AGENTS (COLLECTIVELY, THE “BEHIND THE MARKETS ENTITIES”) EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE OR USE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.
THE BEHIND THE MARKETS ENTITIES DO NOT WARRANT AND ACCEPT NO LIABILITY THAT YOUR USE OF THE SERVICES AND/OR ANY CONTENT OBTAINED THEREBY WILL BE COMPLETE, ADEQUATE, TIMELY, ACCURATE, UNINTERRUPTED, ERROR- FREE OR SECURE, OR THAT THE SERVICES OR THE SERVERS ON WHICH THE SERVICES ARE HOSTED ARE FREE OF VIRUSES, WORMS, MALICIOUS CODE, TROJAN HORSES, MALWARE OR OTHER HARMFUL COMPONENTS. THE BEHIND THE MARKETS ENTITIES DO NOT WARRANT AND ACCEPT NO LIABILITY FOR ANY SOFTWARE DOWNLOADED FROM, OR USED AS A COMPONENT OF, THE SERVICES. NO OPINION, ADVICE OR STATEMENT OF THE BEHIND THE MARKETS ENTITIES, WHETHER PROVIDED THROUGH THE SERVICES OR OTHERWISE, SHALL CREATE ANY WARRANTY. BEHIND THE MARKETS FURTHER DISCLAIMS ALL WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, AND BEHIND THE MARKETS DOES NOT MAKE ANY GUARANTEE OR WARRANTY AS TO ANY RESULTS (INCLUDING, BUT NOT LIMITED TO, ANY INVESTMENT RESULTS, RETURNS, PERFORMANCE OR
OTHER OUTCOMES) THAT MAY BE OBTAINED FROM THE USE OF, IN CONNECTION WITH OR IN FULL OR PARTIAL RELIANCE UPON, THE SERVICES.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THE SERVICES.
10. LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT THE BEHIND THE MARKETS ENTITIES ARE NOT RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, THE SERVICES AND/OR ANY CONTENT CONTAINED THEREIN, INCLUDING, BUT NOT LIMITED TO, ANY CONTENT PROVIDED BY OUTSIDE CONTRIBUTORS, FOR ANY LOST PROFITS, LOSS OF USE OR OTHER ECONOMIC ADVANTAGE OR LOSS OF DATA, WHETHER SUCH DAMAGE IS FORESEEABLE OR NOT AND WHETHER OR NOT THE BEHIND THE MARKETS ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. FOR AVOIDANCE OF DOUBT, DAMAGES ARISING UNDER THE SECTION ENTITLED “INDEMNIFICATION” (INCLUDING, BUT NOT LIMITED TO, DAMAGES TO WHICH A PARTY IS ENTITLED TO INDEMNIFICATION UNDER SUCH SECTION THAT SUCH PARTY SUFFERS IN CONNECTION WITH THIRD-PARTY CLAIMS FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES) ARE DEEMED TO BE DIRECT DAMAGES OF THE INDEMNIFIED PARTY. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING IT. YOU AGREE THAT, WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL BEHIND THE MARKETS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION — WHETHER IN CONTRACT, TORT OR OTHERWISE — EXCEED THE TOTAL AMOUNT YOU PAID TO US FOR ACCESS TO AND USE OF THE SERVICES DURING THE CURRENT CALENDAR YEAR OF YOUR SUBSCRIPTION.
The commencement of any action or proceeding on any claim regarding the Services must be brought by you within one (1) year from when the claim arose. The foregoing limitation shall not apply to actions brought by you for indemnification.
You agree to indemnify, defend and hold harmless the Behind the Markets Entities, their current and former officers, directors, employees, agents and representatives and their successors and assignees from and against any and all liabilities, claims (including, but not limited to, third-party claims), damages, losses, costs (including reasonable attorneys’ fees), or other expenses associated with or incurred as a result of or from:
- Your breach of your warranties, representations and obligations under this Agreement;
- Your failure to perform in accordance with this Agreement;
- Your use of the Services in any way other than its normal way or in a way not required or recommended by us;
- Your violation of the rights of any third party;
- Your registration or use of a User Account; or
- the actual or alleged infringement of any third-party proprietary or intellectual property right arising out of the unauthorized use of the Services.
If any Service which is subject to this indemnity is claimed, alleged or determined to infringe a patent issued to, or a copyright registered by, or either owned by or licensed to, any third party, Behind the Markets shall have the right and option to modify the Services to avoid such infringement. If, in our sole opinion, such modification cannot practicably be accomplished to avoid such infringement, we shall have the right to terminate this Agreement without liability on the part of any Behind the Markets Entity to you. In the event your purchase of a Premium Service is terminated under this paragraph, we will refund to you the full price for any unused portion of such Premium Service. In such an event, Behind the Markets shall have the right in our sole discretion to elect to defend against or to settle any such third-party claim or third-party suit. You shall, at Behind the Market’s request, but at our expense, cooperate with us and provide assistance and information with respect to any such claim or suit. We shall have the right to select counsel, at our expense, to defend against any such claim or suit. If you shall also elect to be represented by your chosen counsel, you shall pay the fees and expense of such counsel. You must receive Behind the Market’s prior written consent regarding, and in advance of, any related settlement.
This defense and indemnification obligation shall survive this Agreement and your use of the Services.
Without limiting the foregoing, Behind the Markets may terminate this Agreement immediately for any or no reason and with or without notice to you (including by terminating your User Account, Credentials and/or access to any Service) if: (i) Behind the Markets reasonably believes that the Services are being used in violation of this Agreement or applicable law; (ii) Behind the Markets believes your use of any Service interferes with the normal operations of the Service or creates any threat to the security of the Service, Platform, or the Content of any other User of the Service; (iii) Behind the Markets becomes aware of what it, in its sole discretion, deems a credible claim that the Service or any portion thereof infringes upon the intellectual property rights of a third party; (iv) Behind the Markets is required to do so by law; (v) in the case of Free Services, Behind the Markets reserves the right to terminate User Accounts related to Free Services that remain idle for a period of thirty (30) days or more; or (vi) in the event you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any Fees payable to Behind the Markets. If you have questions about a payment made to us, contact our Customer Service Department by telephone at 1-800-851-1965 weekdays between the hours of 10:00 am and 7:00 pm before filing a chargeback. Behind the Markets reserves our right to dispute any chargeback. For the avoidance of doubt, if you purchase Premium Services which are sold together as a solution or bundled package of Services, any termination relating to any one Service or bundled package will terminate all Services included in such solution or bundled package, provided, however, that we may, in our sole discretion and subject to your agreement to be bound by this Agreement and to pay the applicable Fees, allow you to convert certain Services included in the bundled Services to stand-alone Services.
Without limiting Section 7(C), you may terminate the Agreement at any time, except that such termination does not relieve you from your obligation to pay any Fees for Premium Services for the remainder of the applicable Term.
B. EFFECT OF TERMINATION
Upon the effective date of termination, Behind the Markets will no longer provide the Services to you, any licenses granted to you will immediately terminate, and you must cease using such Services immediately, and all rights and obligations of the parties hereunder shall terminate, except that Sections 2, 3, 4, 5.B, 6.B, 8, 9, 10, 11, 12, 13, 15 and 17, as well as any right or obligation in the Agreement, which, by its express terms or nature and context is intended to survive expiration or termination of this Agreement, shall survive expiration or termination of this Agreement.
User agrees that if their User Account is so terminated pursuant to Sections 12(A)(i)-(iii), the User will not attempt to establish a new User Account or otherwise engage in infringing our copyrights or other intellectual property rights under any name, real or assumed.
In order to comply with applicable law or other recordkeeping practices in the ordinary course of our business, or to otherwise enforce our rights under this Agreement, we may retain indefinitely for our records a copy of any and all User Data. We are not responsible for maintaining any records on your behalf.
13. THIRD-PARTY PROVIDERS & THIRD-PARTY SITES
Behind the Markets may retain affiliates and/or other third-party service providers to assist or support us in providing the Services (including, but not limited to, any security, technology, support, legal, compliance, administrative or similar function) (each a “Third-Party Provider”).
The Services may contain links to third-party websites, advertisers, products, content, information, services or other events or activities that are not owned or controlled by Behind the Markets (collectively, “Third-Party Sites”). We do not endorse or assume any responsibility for any such Third-Party Site. If you access a Third-Party Site via a link on the Platform, the inclusion of any link to a Third-Party Site on the Platform does not imply that we endorse such Third-Party Site, and your access and/or use of the link and the Third-Party Site is done at your own risk. A Third-Party Site may have its own service agreement or other related terms and conditions, and it is solely your obligation to review, accept and abide by those service agreements or other related terms and conditions. You expressly agree that Behind the Markets is not responsible or liable in any way for (i) the availability or accuracy of any such Third-Party Sites or (ii) the content, terms and conditions, policies, advertising, practices or products of any such Third-Party Sites. Additionally, your dealings with or participation in the promotions of any advertisers found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Behind the Markets shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers
14. DMCA POLICY
15. GOVERNING LAW; VENUE
This Agreement is governed under the laws of Florida and you agree that any judicial proceeding, suit or other action relating to or arising under this Agreement, the Services or a breach of any User’s User Data, will be commenced only in a federal or state court of competent jurisdiction located in Palm Beach County in the State of Florida. You consent to the personal and exclusive jurisdiction of such court and waive the right to challenge the jurisdiction of such court on grounds of lack of personal jurisdiction or forum non conveniens, or to otherwise seek a change of venue. You agree to waive the right to trial by jury in any action that takes place relating to or arising under this Agreement or the Services. You also agree to waive the right to file a class action claim relating to or arising under this Agreement or the Services.
In the event you bring a claim against Behind the Markets in a foreign jurisdiction (a court other than in Palm Beach County, Florida), Behind the Markets will move the court to dismiss such claim per your acceptance of this Agreement existing at the time of your purchase of, use of, or access to the Services and your continued use of the Services as evidence of acceptance of the Agreement and this Section. The parties agree that the foregoing obligation is independent from all other obligations herein. You acknowledge that, in the event you commence a judicial proceeding in any court other than the courts in Palm Beach County, Florida as described herein, Behind the Markets may incur costs and expenses, including attorneys’ fees, to enforce this provision. You expressly agree that you will reimburse Behind the Markets for any such costs and expenses, including, but not limited to, attorneys’ fees incurred by us within ten (10) days of receiving a written demand from us for such reimbursement. You further agree that if you do not timely reimburse Behind the Markets as previously described in this Section, you will be responsible for, and agree to pay, all costs and expenses, including, but not limited to, attorneys’ fees incurred by us in seeking to collect or recover from you the amount subject to reimbursement.
16. ADDITIONAL TERMS FOR SERVICES PROVIDED THROUGH A WEB OR MOBILE APP.
With respect to any Services provided through a web or mobile app (an “App”), we grant you a limited, terminable, non-exclusive license to download and install a single copy of the App solely on your own computer or mobile device, for use solely to connect to and use the Services as permitted under this Agreement. This license is not transferable to any third party. On termination of this Agreement for any reason, including in the event you close your User Account, you will delete any downloaded or installed copies of the App.
You acknowledge that this Agreement is between Behind the Markets and you, and not with the owner or operator of any app store through which the App is distributed (the “App Store Provider”). In addition to the terms of this Agreement, your use of the App and any Services provided through the App will be subject to the terms of any user agreement associated with the App Store Provider or other venue through which you downloaded or obtained the App.
Without limiting this Agreement: (a) Behind the Markets is solely responsible for providing any maintenance and support services with respect to the Platform as provided in this Agreement or under applicable law, and the App Store Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the App or the associated Services; (b) the App Store Provider is not responsible for any product warranties for the App or the Services. To the maximum extent permitted by applicable law, the App Store Provider will have no other warranty obligation whatsoever with respect to the App or the Services, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Behind the Market’s sole responsibility; (c) Behind the Markets, and not the App Store Provider, is responsible for addressing any claims of the you or any third party relating to the App and the Services.
Behind the Markets and you acknowledge and agree that the App Store Provider is a third-party beneficiary of the provision of this Section and other provisions this Agreement applicable to the App Store Provider hereunder and upon your acceptance of the terms and conditions of this Agreement, the App Store Provider will have the right (and will be deemed to have accepted the right) to enforce such provisions of this Agreement against you as a third-party beneficiary thereof.