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AGREEMENT
By using MTI, products, information, websites, services the Subscriber hereby acknowledges and represents
that he/she have read and understood this Letter and Agreement (the "Agreement")
below and agrees to be bound by its terms. This Agreement includes any separate disclosures,
amendments and changes added later on. MTI may amend, change, revise, add or modify
the Agreement or any of it's Amendments at any time without prior notice to the Subscriber.
In such a case any and all existing and previous Subscribers will be automatically subject
to the terms of a new Agreement (including Amendments, if any).
MTI Confidentiality, Terms of Use, Hold Harmless, Proprietary and
Non-distribution Letter and Agreement
By using Market Timers Inc (MTI) services the Subscriber hereby acknowledges and represents that he/she have read and understood this Letter and Agreement (the "Agreement") below and agrees to be bound by its terms. This Agreement includes any separate disclosures, amendments and changes added later on. MTI may amend, change, revise, add or modify the Agreement or any of it's Amendments at any time without prior notice to the Subscriber. In such a case any and all existing and previous Subscribers will be automatically subject to the terms of a new Agreement (including Amendments, if any).
The word "Subscriber" means any person and/or entity who is using any and all MTI paid and/or free services, and/or classes, lessons, lectures, seminars, mentoring services (collectively, any and all type of broadcasts transmitted in any form or fashion), MTI Trading Methodology, Trading Systems taught by MTI, website(s), emails, articles, books, trading signals, the Content (see Provision #2 for complete description), any and all products (paid and/or free), and any information provided by MTI or MTI's website(s).
The word "or" includes the word "and".
The definition "MTI Trading Methodology" covers single or multiple MTI Trading Methodologies.
The phrase "Claims or Losses" means any and all liabilities, obligations, losses, loss of profits, debits, damages, penalties, claims, actions, suits, costs, judgments, settlements, and expenses of whatever nature, whether incurred by or issued against, Subscriber, an indemnified party or a third party, including, without limitation, (1) indirect, special, punitive, consequential or incidental loss or damage, (including, but not limited to, trading losses, debits, loss of anticipated profits, loss by reason of shutdown in operation or increased expenses of operation, or other indirect loss or damage) and (2) administrative costs, investigatory costs, litigation costs, and auditors' and attorneys' and fees and disbursements (including in-house personnel).
The phrase "Non-Professional Subscriber" means any natural person or entity who is neither:
(a) registered or qualified in any capacity with the SEC, the Commodities Futures Trading Commission (CFTC), the National Futures Association (NFA), any state securities agency, any securities exchange or association, or any commodities or futures contract market or association;
(b) engaged as an "investment advisor" as that term is defined in Section 201 (11) of the Investment Advisors Act of 1940 (whether or not registered or qualified under that Act); nor,
(c) employed by a bank or other organization exempt from registration under federal or state securities laws to perform functions that would require registration or qualification if such functions were performed for an organization not so exempt.
The Subscriber shall receive Market Data Solely for his or her Personal, non-business use.
The Subscriber shall notify MTI immediately in writing of any change in his or her circumstances that may cause him or her to cease to qualify as a Nonprofessional Subscriber.
1. Proprietary Rights in Trading Education
The Subscriber hereby acknowledges and agrees that Market Timers Inc has exclusive and valuable property rights in and to its own Business Model and Trading Methodology, and that such Trading Methodology constitutes valuable confidential information, trade secrets. All right, title, ownership right, copyright and other interest in and to any part of or all of the Content (see Provision #2 for description), MTI's Trading Methodology or any other Trading Systems taught by MTI in any way or form, articles, books, publishings, CD's, trading signals, proprietary trading indicators, software or technologies shall at all times remain the sole and exclusive property of MTI.
The Subscriber acknowledges and agrees that disclosure of any Trading Education Information, MTI's Trading Methodology or Trading Systems taught by MTI, or any breach or threatened breach of any other covenants or agreements contained herein, would cause irreparable injury to MTI.
2. Use of MTI' Content, Information and Education.
Everything the Subscriber hears, learns, sees, reads, downloads, prints or receives from Market Timers Inc. directly or indirectly, including without limitation, all text, newsletters, market watch, charts, graphics, downloadable files, CD's, books, articles, publishings, proprietary indicators, software, technologies, information, website content, emails, strategies, classes, courses, seminars, webinars, lessons, lectures, education, personal mentoring, all broadcasts or presentations of any kind, MTI's Trading Methodology, Trading Systems taught by MTI, charts and markets interpretations, trades, trading signals and all other materials, products or services provided by MTI (collectively, the "Content"), is a property of Market Timers Inc. (MTI) and may not be used except as provided in the terms of use.
The Subscriber may use MTI for his/her own personal trading to assist him/her in the analysis of trading opportunities. Everything and all the Content, education, information, MTI's Trading Methodology, Trading Systems taught by MTI may be used only for the Subscribers own personal trading use; Means: trading any market for its own account or for account of the Subscriber's immediate family.
The Subscriber may not give away, sell, transmit, distribute, disclose, teach, display, share (collectively, "Distribute") in any way or form any of the Content, Trading Systems taught by MTI, MTI's Trading Methodology or any part(s) of the above to any other persons or parties for profit or for free.
The Subscriber may not Distribute any of the Content to others, copy, "mirror", modify, re-use or recreate MTI's business model, MTI's Trading Methodology, Trading Systems taught by MTI, or any of the Content or any part of it for distribution to any other persons, entities or parties for free or for profit. The Subscriber agrees that he/she will not communicate or otherwise furnish, or permit to be communicated or otherwise furnished, the Trading Education, MTI Trading Methodology, Trading Systems taught by MTI or the Content or any part of it in any format, to any other party or person. The Subscriber may not include any of the Content on its own documents or server.
The Subscriber may: print copies of the Content for his/her own personal use; download and store the files containing the Content on the Subscriber's own computer for his/her own personal use only.
The Subscriber may use the part of the Content displayed on MTI's website and MTI emails for promoting or recommending MTI and MTI's programs, courses and other products and services for other prospective Subscribers for the sole purpose of participating in MTI's Free Education Program.
The Subscriber hereby acknowledges that no one at any time, except the Subscriber, is and will be using MTI services and products the Subscriber received and continues to receive from MTI, and has or had the access to.
These provisions will stay enforce for the entire life of Subscriber's relationship with MTI and will survive any cancellation or termination, and remain operative in full force and effect for unlimited time.
2.1 Restrictions on direct and indirect Distribution and Competition.
The Content and Information provided by MTI is licensed only for the personal use of the Non-Professional Subscriber. By representing to MTI that Subscriber is a Non-professional, or by continuing to receive the Information, the Subscriber is affirming to MTI the Subscriber meets and continues to meet the definition of Non-Professional Subscriber as set forth in definitions above the entire Agreement. All Professional Subscribers are subject to written approval by MTI before using MTI services, products, information, education and the Content; all Professional Subscribers are subject to all provisions of the Agreement, including without limitation, the intelectual property rights, confidentiality, terms of use, distribution and competition restriction provisions . The Subscriber will promptly give written notice to MTI of any change in the contact, payment information, and Non-Professional status.
The Subscriber may not Distribute, sell, lease, transfer, furnish, display, give away, share or otherwise permit, or provide access to the Content, Information, Education, Trading Classes, Sessions, Seminars, MTI Trading Methodology, Strategies, Trading Systems taught by MTI, proprietary indicators, trading strategies, trading signals or any part of the above to any other person, party or to any other office, entity, or place. The Subscriber hereby acknowledges that he/she is not and will not engage in the operation of any illegal business related to trading in any way; does not and will not use, or permit anyone else to use, the Information, the Content, MTI Trading Methodology, Trading Systems taught by MTI, Trading Classes or any part thereof for any purpose other than contemplated by this Agreement.
MTI grants to the Subscriber a nonexclusive, non-transferable license under the terms stated herein, during the term of the subscription to receive and use the Content, Information, Trading Classes, Seminars transmitted by MTI. Subscriber may not provide access to the Content, MTI Trading Classes, MTI Trading Methodology, Trading Systems taught by MTI, Information or transfer the Agreement to others.
Subscriber hereby acknowledges and agrees that MTI has proprietary rights in the Content, Information, MTI Trading Methodology, Trading Systems taught by MTI.
The Subscriber shall not redistribute, sell, lease, give away, exchange, broadcast, license, transfer, retransmit, circulate, reproduce, disclose, teach, share, display, copy, "mirror", recreate, reverse engineer, misappropriate, market, commercially exploit, publish or store in a retrieval system (collectively "Circulate"): the Content, MTI's Trading Methodology or Trading Systems taught by MTI, or any part(s) of it. The Subscriber hereby agrees that he/she is not and shall not use MTI's business model, MTI's Trading Methodology, Trading Systems taught by MTI or any of the Content in any way to compete with MTI; nor use the Content in any way so as to assist or allow a third party to compete with MTI or any other Trading Education Provider.
The Subscriber further agrees to protect the confidentiality of the Content through the use of passwords, account numbers, access numbers, and any other security measures MTI shall require to prevent unlicensed or unauthorized parties from gaining access to the Content; and the Subscriber agrees that the passwords, account numbers, access numbers, and the other security measures are non-transferable.
These provisions will stay enforce for the entire life of Subscriber's relationship with MTI and will survive any cancellation or termination and remain operative in full force and effect for unlimited time.
3. Covenants, Representations and Warranties of the Subscriber.
The Subscriber covenants, represents and warrants that it is not engaged in the business of distributing in any way Trading Information and Trading Education, Trading Systems, Trading Softwares, Trading Platforms, Trading Methodologies, trade recommendations, signals or any other trading related services and/or products.
The Subscriber hereby represents and acknowledges his/her "Non-financial-professional" status (full "Nonprofessional" description page 1). The Subscriber hereby represents and acknowledges that he/she is not registered with SEC, CFTC, NFA, SFTC or NASD.
Subscriber shall notify MTI immediately in writing of any change in his or her circumstances that may cause him or her to cease to qualify as a Nonprofessional Subscriber.
The Subscriber agrees that it is not and will not use, or permit any other Person to use, any of the Content for any illegal purpose and purpose unspecified in this Agreement' Provisions and Terms of Use. The Subscriber agrees that it will not use MTI Trading Methodology, Trading Systems taught by MTI or any of the Content in any way to compete with MTI, nor use the Content in any way so as to assist or allow a third party to compete with MTI or other Trading Education Providers.
The Subscriber agrees and acknowledges that MTI reserves the right to disapprove any Subscriber for any reason or no reason.
The Subscriber acknowledges that all the Information and the Content is the property of MTI, the Providers or their licensors and it is protected by applicable copyright law and all the Information and the Content is for Subscriber's personal use only. The Subscriber agrees not to Circulate, Distribute, reproduce, re-transmit, disseminate, sell, publish, broadcast, give away, share, publicly display or commercially exploit the Content in any manner without the expressed written consent of MTI.
The Subscriber shall secure and protect the MTI Trading Methodology, Strategies, Trading Systems taught by MTI and all of the Content in a manner consistent with the maintenance of MTI's ownership and rights therein, and shall not Circulate, Distribute, sell, exchange, or otherwise transfer the MTI's Trading Methodology and all other Content to others.
MTI shall be entitled to obtain immediate injunctive relief against threatened breaches of the foregoing undertakings. Subscriber shall not Circulate, Distribute, copy, "mirror", re-create, modify, translate, decompose, reverse engineer, disassemble or otherwise adapt, MTI's Trading Methodology, Trading Systems taught by MTI and all other Content, or any part(s) of it; or use the Content, MTI's Trading Methodology, Trading Systems taught by MTI or any part(s) of it to create a derivative work. Any updates, replacements, revisions, enhancements, additions, changes or conversions to the MTI Trading Methodology, Trading Systems taught by MTI and all the Content shall become subject to this Agreement.
The Subscriber understands that there may be interruptions in services provided by MTI due to the reasons beyond control of MTI. MTI shall not be liable for any consequences of these interruptions. MTI shall not liable for the Subscriber's PC downtimes or the times the Subscriber is not able to attend the lessons, classes, sessions, and seminars.
The Subscriber agrees to hold MTI harmless against any delay in emailing or other correspondence, communications, or responses to any requests by the Subscriber submitted to MTI in any form or fashion.
Notice.
Subscriber shall promptly notify MTI if it knows of or learns of any person or persons or entities having unauthorized or unlawful access to the Content, Trading Classes, trading signals, MTI's Trading Methodology and Trading Systems taught by MTI.
These provisions will stay enforce for the entire life of Subscriber's relationship with MTI and will survive any cancellation or termination and remain operative in full force and effect for unlimited time.
4. Acknowledgment of Risks:
MTI's websites, books, articles, classes, seminars, teaching sessions, broadcasts, trades, trading signals, trading recommendations, chart and market interpretations, trading systems, strategies, all the Content and all the information Subscriber will receive, download, read, see or hear from MTI is for educational purposes only. All trading done based on this information is done at Subscriber's own risk. MTI does not take responsibility for the action of any traders trading a Real Money account.
The Subscriber acknowledges that trading securities, bonds, options, futures, currencies, and investment products traded on foreign markets is a highly speculative activity involving a high degree of risk, arising from the use of leverage and rapidly fluctuating markets. The Subscriber represents that the Subscriber is willing and able to assume these risks. Subscribers must evaluate carefully whether any particular transaction is appropriate for them in light of their investment experience, financial objectives and needs, financial resources, and other relevant circumstances and whether they have the operational resources in place to monitor the associated risks and contractual obligations over the term of the transaction. None of the Information, trading signals, chart interpretations or the Content constitutes a solicitation by MTI of any offer to buy or sell any securities, bonds, options, futures, currencies or any other investment products. The Content and all the Information provided by MTI is not customized to a particular Subscriber, and is not to be construed as a recommendation to the Subscriber about the suitability of a purchase and/or sale of any security, bond, futures, options, currency, index contract or any other investment product.
Neither MTI nor the Providers guarantee the accuracy, timeliness, completeness, or profitability of the Information; and the Subscriber should conduct further research. Reliance on all Information and the Content is at Subscriber's own risk. There is no warranty of any kind.
These provisions will stay enforce for the entire life of Subscriber's relationship with MTI and will survive any cancellation or termination and remain operative in full force and effect for unlimited time.
5. Disclaimer of Warranties.
Links to outside websites lead to third-party websites that are independent of MTI, and MTI does not guarantee or warrant the accuracy, timeliness, sequence or completeness of any information provided on such websites.
The Subscriber agrees that MTI does not make any representations or warranties, expressed or implied, with respect to the Trading Info, MTI's Trading Methodology, Trading Systems taught by MTI, Strategies, any trades, charts and markets interpretations, any trading methodology, or any of the Content, or accuracy or completeness thereof, including, without limitation, any implied warranties or any warranties of merchantability, profitability, quality, timeliness or fitness for a particular purpose, non-infringement, and those arising by statute or otherwise in law, or from any course of dealing or usage of trade.
In no event will MTI or the Providers be liable for consequential, incidental, punitive, special, direct or indirect damages, Claims or Losses of any nature (including but not limited to, trading losses, loss of anticipated profits, debits or damages resulting from unavailability, interruption, delay, increased expenses of, inconveniences or loss of use of MTI services) to Subscriber or any other Person or Entity, arising from use of the Content, Trading Systems taught by MTI, MTI's Trading Methodology or all of the Information received from MTI.
6. Indemnity and Limitation of Liability.
The Subscriber agrees that neither MTI, nor their respective members, directors, officers, employees, affiliates or their successors, shall be liable to the Subscriber or to any other person, party, place, firm or entity, whatsoever, for any indirect, direct, incidental, punitive, special or consequential damages, Claims or Losses, including without limitation, trading losses, debits, claims, penalties, costs or expenses (including lost profits), arising in connection with the Subscriber's receipt or use of any and all of the Content, MTI's Trading Methodology, Trading Systems taught by MTI, trading signals, chart interpretations; or relating to MTI, or this Agreement in any way; resulting from any cause whatsoever, including, but not limited to, resulting from any delay, non-profitability, nonperformance, inaccuracies, errors in the Content or Trading Classes or in the transmission thereof; or for nonperformance, discontinuance, unavailability, delay, termination or interruption of Service; or for any damages arising therefrom, or occasioned thereby, due to any cause whatsoever, whether or not resulting from negligence on their part.
The Subscriber recognizes that there may be inaccuracies in MTI's Trading Methodology, Trading Systems taught by MTI and the Content, and interruptions in the use of MTI's Services.
The Subscriber accepts MTI's Trading Methodology, Trading Systems taught by MTI and the Content "as is", and without any warranties, expressed or implied, including, but not limited to, the warranties of merchantability, profitability, performance, timeliness, accuracy, completeness or fitness for a particular use, purpose or application; or any implied warranties arising from trade usage, course of dealing or course of performance.
MTI shall not be liable, under any circumstances, for any Claims or Losses, debits, loss of profit, fees or any direct, indirect, incidental, special, exemplary, punitive or consequential damages, Claims or Losses, expenses or penalties to the Subscriber or any other person(s) or party arising in connection with the Subscribers receipt or use of MTI products, services, the Content, Information, Education, trades, chart and market interpretations, MTI's Trading Methodology or Trading Systems taught by MTI.
The Subscriber hereby indemnifies and agrees to hold MTI and its affiliates, and its and their successors and assigns, and its and their directors, officers and employees (collectively "MTI Indemnitees") harmless against any and all penalties, damages, Claims or Losses, costs, judgments, attorney's fees or any other expenses incurred in connection with any and all claims of any kind arising out of or in connection with this Agreement or MTI's activities (including specific information, advice, trades or recommendations), or the Subscriber's use of the Content, products, services, MTI's Trading Methodology or Trading Systems taught by MTI.
These provisions will stay enforce for the entire life of Subscriber's relationship with MTI and will survive any cancellation or termination and remain operative in full force and effect for unlimited time.
7. Remedy.
The Subscriber hereby acknowledges that his/her breach of this Agreement would cause immediate and irreparable harm to MTI. MTI shall have the right to enforce their rights, by legal proceedings or otherwise, against the Subscriber (or any other Person, Party or Entity that obtains and Circulates MTI's Content in a way other than as this Agreement contemplates), under this Agreement, not only by an action for damages, but also by an action for injunctive or other equitable relief in order to enforce this Agreement, without proof of actual damages.
In case of any breach by Subscriber of his/her obligations hereunder, or discovery of the untruth of any representation of Subscriber, MTI may bring an action to enforce its terms directly against the Subscriber.
The Subscriber hereby agrees to pay the attorney fees (including in-house counsel) that MTI may incur in enforcing this Agreement.
MTI shall be entitled to obtain immediate injunctive relief against threatened breaches of the foregoing undertakings (including, but not limited to): No Person, Entity, Party or Subscriber shall Circulate, Distribute, display, copy, "mirror", re-create, re-use, modify, translate, decompose, reverse engineer, disassemble or otherwise adapt or commercially exploit MTI's Trading Methodology, Trading Systems taught by MTI, Strategies and all other Content, or any part(s) of it; or use the Content, MTI's Trading Methodology, Trading Systems taught by MTI or any part(s) of it to create a derivative work. Any updates, replacements, revisions, enhancements, additions, changes or conversions to the MTI Trading Methodology, Trading Systems taught by MTI and all the Content shall become subject to this Agreement.
These provisions will stay enforce for the entire life of Subscriber's relationship with MTI and will survive any cancellation or termination and remain operative in full force and effect for unlimited time.
8. Miscellaneous.
MTI is authorized to monitor and record all seminars, lessons, broadcasts and telephone conversations with the Subscriber.
MTI may, without notice to the Subscriber, change, revise, modify, add, upgrade, remove or discontinue any part of it's website(s). MTI may change existing services and products or discontinue providing educational services to the Subscriber at any time; any Subscriber's continuous use of MTI's service(s) and products after the changes shall be deemed the Subscriber's consent to the new terms, amendments and all changes.
MTI may refuse to provide services to any Subscriber for any or no reason.
All MTI concepts, information, the Content, publishings, writings, including but not limited to, MTI's Trading Methodology, Strategies and Trading Systems are proprietary and the sole ownership of MTI and may not be reproduced, copied in any way.
No provision of this Letter and Agreement may be waived, amended or modified without a writing signed by an officer of MTI and confirmed in writing by its Secretary.
All of the provisions of this Agreement (namely, Subscriber's obligations relating to intellectual property, terms of use, Distribution and Circulation, indemnification, limitation of liability, warranties, disclaimer of warranties) shall survive any cancellation or termination and remain operative and in full force, and effect for unlimited time.
MTI may assign it's rights and duties under this Agreement to it's successors and any affiliated assigns, or to any other entity without prior notice to Subscriber. All Provisions of this Agreement shall survive without expiration and remain in full force and effect in case of a merger, consolidation or a buyout.
The Subscriber may not assign or transfer any rights or obligations hereunder.
The Subscriber agrees to the provisions of this Agreement in English and represents that the Subscriber understands and agrees to all of the terms and conditions contained herein; the Subscriber hereby acknowledges his/her understanding that all provisions of this Agreement are binding.
MTI hereby grants Subscriber a non-exclusive and nontransferable access to trading education and information provided by MTI.
Any failure on the part of MTI or the Subscriber to exercise or enforce at any time, or for any period, any one or more of the provisions, terms or conditions of this Agreement shall not be a waiver of such provisions, terms or conditions, or of the right at any time subsequently to enforce all provisions, terms and conditions of this Agreement. If any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected thereby. If the Subscriber is a Professional or otherwise involved in business related to trading or investing, all the provisions remain valid and operative in full force.
This Agreement shall be deemed to have been made in the United States and it shall be construed, enforced and governed in accordance with the laws thereof. Any controversy between the Subscriber and MTI, arising out of or relating in any way to the Subscriber's relationship with MTI, this Agreement or MTI provided products, services or activities directly relating to the Subscriber, indemnified party or third party shall be litigated in the location chosen by MTI. The Subscriber hereby gives up his/her right to choose the Courts' location for litigation to resolve any controversies between MTI and the Subscriber. The Subscriber hereby consents to the personal jurisdiction of all Courts located in location chosen by MTI.
The Subscriber hereby agrees to pay the attorney fees that MTI may incur in enforcing this Agreement. The Subscriber hereby agrees to pay all expenses, including attorney fees, incurred by MTI to defend any unsuccessful claim the Subscriber brings against MTI.
The Subscriber understands that communications may be sent to the Subscriber at his/her address or email of record, and all communications sent, whether by first class postage paid mail, overnight courier, registered mail, email or otherwise, shall be deemed given to the Subscriber personally, whether actually received or not. Communications sent to the Subscriber via first class postage paid mail, shall be deemed received three business days thereafter. Communications sent to the Subscriber by overnight courier or similar method, shall be deemed received one business day thereafter. Communications sent to the Subscriber via email, shall be deemed received the same day.
The Subscriber may discontinue using MTI's services at any time upon written notice to MTI. The Subscriber's Credit Card will be automatically charged applicable service charge on a monthly basis. All services are offered at non-prorated basis.
The Subscriber hereby agrees to pay the all fees as set forth by MTI as applicable to the Subscriber. MTI reserves a right to amend it's fees at any time, in such a case the Subscriber will be automatically subject to new MTI fees as applicable.
By using MTI's provided products, services, Content, Information, website(s) the Subscriber acknowledges and represents that he/she have read, understood and agrees to be bound and abide by the terms of this Agreement. This Agreement includes any separate disclosures, amendments and changes added later on. MTI may amend, change, revise, add or modify the Agreement or any of it's Amendments at any time without prior notice to the Subscriber. In such a case any and all existing and previous Subscribers will be automatically subject to the terms of a new Agreement (including Amendments, if any).
The Subscriber hereby acknowledges that the Subscriber is of full legal age in the state or jurisdiction of the Subscriber's residency and he/she has the capacity to enter into this Agreement.
The Subscriber hereby acknowledges that the Information the Subscriber provided to MTI is current, accurate, truthful and complete. The Subscriber agrees to promptly notify MTI in writing of any material changes in this information. The Subscriber hereby agrees to keep up-to-date his/her credit card information MTI has on file.
The Subscriber hereby agrees to immediately notify MTI in writing of changes in the Subscriber's Nonprofessional status or if the Subscriber becomes employed or otherwise in any way involved in financial, trading field other than specified Provision #3 of this Agreement.
By accessing this information you are acknowledging your understanding and consent to the above and shall not hold MTI liable.
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