This Signal Receiver Service Agreement (“Agreement"), is entered into by and between Trading Street, a wholly owned subsidiary of Quant Analytics Group, Inc. (“Trading Street” or “TS" or “QAG”), You (“Member”), (each a "Party" and collectively the "Parties").
RECITALS
WHEREAS, Member wishes to receive signals with research as part of Trading Street’s Long Term Equity Signal Service through Trading Street’s online membership; and
WHEREAS, Trading Street Website is a paid and unpaid members' only website that provides education material and services to the general public and is a collective of registered web names owning the following internet addresses:
www.tradingstreet.us
www.tradingstreet.info
www.tradingstreet.investments
www.tradingstreet.co; and
WHEREAS, Trading Street, does not provide any investment advice and is not registered with any investment regulatory body.
NOW, THEREFORE, the Parties, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
1. RECITALS. The Recitals set forth above are an integral part of this Agreement and are hereby incorporated into this Agreement.
1.1. DEFINITIONS.
1.1.1. “Hypothetical Account” means an account that does not utilize USD or other currency.
1.1.2. “Member” means a visitor to Trading Street that has registered as a Member and agreed to Trading Street’s Subscription Agreement.
1.1.3. “Membership(s)” means have the right to enter Trading Street and have agreed to the Trading Street Subscription Agreement.
1.1.4. “Real Account” means a brokerage account that is trading with actual currency (USD or otherwise) as opposed to a demonstration or hypothetical account.
1.1.5. “Registration” means the electronic acceptance and payment for Trading Street’s Long Term Equity Signal Service.
1.1.6. “Signal” means an electronic communication from Trading Street’s subscription service for Long Term Equity research.
1.1.7. “Subscriber(s)” means registered user(s) of Trading Street, including both paid and unpaid visitors to the Website.
1.1.8. “Subscription” means the rights granted to visitors as provided for in Trading Street’s Subscription Agreement for any free services or fee services on the Trading Street website.
2. Scope of Agreement
TRADING STREET provides Members with the ability to receive trade signals from Trading Street’s Long Term Equity Signal service of the Member’s own choosing. By signing this Agreement, Member authorizes TRADING STREET to facilitate the provision of trade signals to be electronically transmitted to Member.
3. Use of Signal Provider
In consideration for TRADING STREET facilitating the receipt of trade signals, Member agrees to the following:
3.1. I ACKNOWLEDGE THAT TRADING STREET OR TIMOTHY LUCARELLI DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES CONCERNING PAST OR FUTURE PERFORMANCE OF THE TRADE SIGNAL’S OR THE ACCURACY OF THE INFORMATION IT PROVIDES. TRADING STREET WILL NOT SUBSTANTIATE NOR JUDGE THE COMPETENCE OR INTEGRITY OF THE SIGNALS, NOR WILL TRADING STREET MONITOR THE ACTIONS OF THE SIGNAL’S.
3.2. I ACKNOWLEDGE THAT I HAVE INDEPENDENTLY SELECTED THIS SERVICE AND/OR HAVE DONE SO AFTER CONSULTING WITH MY FINANCIAL ADVISOR.
3.3. I ACKNOWLEDGE THAT TRADING STREET DOES NOT RECOMMEND TRADES OR GIVE INVESTMENT ADVICE AND I AGREE THAT TRADING STREET WILL NOT CONDUCT ANY "SUITABILITY REVIEW" TO MAKE SURE THE TRADING SIGNALS OR RESEARCH PROVIDED IS SUITABLE FOR ME. TRADING STREET OR TIMOTHY LUCARELLI IS NOT PROVIDING ANY ADVICE TO ME AND IF MY INVESTMENT ACCOUNT GENERATES PROFITS FROM THE USE OF A TRADE SIGNAL, I WILL NOT SHARE THE PROFITS WITH TRADING STREET OR TIMOTHY LUCARELLI. ADDITIONALLY, I AGREE THAT IF MY INVESTMENT ACCOUNT SUFFERS LOSSES, TRADING STREET OR TIMOTHY LUCARELLI WILL NOT REPAY ME OR OTHERWISE BE RESPONSIBLE IN ANY WAY FOR MY LOSSES.
3.4. Additional Express Provisions Accepted by Member
3.4.1. I understand that I am responsible for conducting my own due diligence with respect to the Trade Signal’s, and their investing strategies. I also understand that using Trade Signal’s may expose me to certain risks associated with the use of computers and electronic communication systems (e.g., failure of hardware, software or associated communication systems, system interruption, or data feed failure) and I agree to accept such risks.
3.5.2. I understand that securities, futures contracts or other financial instruments referenced in the signals provided by the Signal Service are not suitable for all investors. The trading signals and information provided by the Signal Service may not take into account my particular investment objectives, financial situations or needs. Before making any investment or trade, I understand that I should conduct my own research as to whether it is suitable for my particular circumstances and, as necessary, seek professional advice.
3.5.3 I understand that all Signals may only be provided to me through a connection with TRADING STREET.
3.5.4 I agree to indemnify and hold TRADING STREET and TIMOTHY LUCARELLI, its affiliates, successors, assigns, and its and their directors, officers and employees harmless from and against any and all claims, liabilities, actions, and costs, including attorney’s fees, resulting or arising from the Signals trades or actions. This Agreement is in addition to (and in no way limits or restricts) any rights that TRADING STREET, its affiliates or successors or assigns may have under any other agreement or agreements I have previously agreed to or accepted with Trading Street.
3.5.5 When I receive signals I will have the ability to:
a. Accept or reject any or all signals;
b. Choose less or more contracts / shares;
c. Change the direction of the signal; (for instance if the signal says to buy you can choose to sell);
d. Set the maximum number of open positions / shares; and
e. Set a fraction of lots or shares.
3.5.6 In the event that I wish to terminate the Signal service, I understand that I may do so at any time by cancelling my subscription within Trading Street’s membership profile or with PayPal.
4. Limited License
Trading Street grants Member a non-exclusive, non-transferable and limited personal license to access and use the Signal service (the "License"). This License is conditioned on Member’s continued compliance with the terms and conditions of this Agreement. Member agrees that he or she will not "deep-link" to the Signals, resell or permit access of the Signal Service to others, and will not copy or forward on the Signals for resale or for any other purpose to others without the prior written consent of Trading Street.
The License granted under this Agreement will terminate if Trading Street believes that any information provided by Member, including e-mail address, is no longer current or accurate, or if Member fails to otherwise comply with any term or condition of this Agreement.
5. Payments
By subscribing and paying with Member’s credit card or PayPal account, Member is authorizing TRADING STREET to charge the amount of the Signal subscription. TRADING STREET will automatically rebill Member at the end of the subscription period unless canceled by Member. The billing system may run at anytime on the billing date. Cancelations must be received before the expected bill date. If rebill payment fails, Member’s subscription will be canceled immediately and the Member will be responsible for exiting any open positions – it is unlawful for TRADING STREET to close out any open trades in any Member’s account. The closing of those trades will be solely the responsibility of Member.
6. Copyright
Member may not make any copies nor allow others to make copies of the Signals. Member may not modify, adapt, merge, translate, reverse engineer, decompile, disassemble or create derivative works based on the whole or part of the Signals and/or its documentation. Member will be held legally responsible for any copyright infringement, unauthorized transfer, reproduction or use of the Signals and/or its documentation.
7. Registration Information & Requirements
When a Member registers for the Signal Service, Trading Street will ask Member to provide certain identifying information ("Registration").
7.1 Member agrees to provide true, accurate, current and complete information during the Registration process, and Member also agrees not to impersonate any person or entity, misrepresent any affiliation with another person, entity or association, use false headers or otherwise conceal Member’s identity from Trading Street for any purpose.
7.2 If Member is registering as or for a business entity, Member hereby declares that he or she has the authority to bind that entity to this Agreement. Trading Street will treat all information disclosed during Registration in accordance with its Privacy Policy.
8. Limitation of Liability
8.1 IN NO EVENT SHALL TRADING STREET, TIMOTHY LUCARELLI, ITS OFFICERS, DIRECTORS OR EMPLOYEES BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SIGNALS, TRADING STREET SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE) EXCEPT AS STATED IN THIS AGREEMENT.
8.2 Trading Street does not guarantee the accuracy, timeliness, and completeness or correct sequencing of the Signal Information, or warrant any results from Member’s use or reliance on the use of the Signals. The Signals may quickly become unreliable for various reasons including, for example, changes in market conditions or economic circumstances. Neither Trading Street nor Timothy LuCarelli are obligated to update any information contained in the Service, and may discontinue offering the Signals at any time without notice.
8.3 Member agrees that neither Trading Street nor Timothy LuCarelli will be liable in any way for the termination, interruption, delay or inaccuracy of any Signal Information.
9. Use & Access of Signal Receiver
9.1 Member shall be solely responsible for providing and maintaining the means by which the Signals can be obtained, which may include, but is not limited to, a personal computer, internet connection or other access. Member shall be responsible for all access and service fees necessary to connect to the Web site and expressly assumes all charges incurred in accessing such systems.
9.2 Member further assumes all risks associated with the use and storage of information on Member’s personal computer or on any other computer through which Member will gain access to the Signals and the services (hereinafter referred to as "Computer.") Member represents and warrants that Member has implemented and plans to operate and maintain appropriate protection in relation to the security and control of access to Computer, computer viruses or other similar harmful or inappropriate materials, devices, information or data.
9.3 Member agrees that Trading Street will not be liable in any way in the event of failure, damage, or destruction to Member’s Computer systems, data or records or any part thereof, or for delays, losses, errors or omissions resulting from the failure or mismanagement of any telecommunications or computer equipment or software. Member will not transmit to or in any way, whether directly or indirectly, expose Trading Street or any of Trading Street’s online services to any computer virus or other similarly harmful or inappropriate material or device.
10. Force Majeure
10.1 Member agrees that Trading Street will not be liable in any way to Member or to any other person in the event of force majeure, or an act of God, any Government or legal authority, or for the failure of or damage or destruction to its computer systems, data or records or any part thereof, or for delays, losses, errors or omissions resulting from the failure or mismanagement of any telecommunications or computer equipment or software.
10.2 Trading Street shall be released of all responsibilities for partial, full or non-fulfillment, as well as for improper fulfillment of the obligations under this Agreement, if such non-fulfillment or improper fulfillment was a result of extraordinary events, which occurred after this Agreement and which Trading Street could not either foresee or prevent (natural calamities, wars, armed conflicts, pandemics, etc.).
11. Technical Problems
11.1 Member understands that while the Internet is generally reliable, technical problems or other conditions may delay or prevent Member from accessing Trading Street’s Signal Services.
11.2 Trading Street shall not be liable, and Member agrees not to hold or seek to hold Trading Street or any of its agents or service providers liable, for any technical problems, system failures and malfunctions, communication line failures, equipment or software failures or malfunctions, system access issues, system capacity issues, high Internet traffic demand, security breaches and unauthorized access, and other similar computer problems and defects.
11.3 Trading Street does not represent, warrant or guarantee that Member will be able to access or use the Signal Receiver at all times or locations of Member’s choosing, or that Trading Street will have adequate capacity to disseminate the Signals as a whole or in any geographic location.
11.4 Trading Street does not represent, warrant or guarantee that the Signals will provide uninterrupted and error-free service. Trading Street does not make any warranties or guarantees with respect to the Signals and its content, including but not limited to, warranties for merchantability or fitness for a particular purpose. Without limiting the foregoing Trading Street will not be responsible for an impossibility to execute orders and requirements due to failures in the operation of informational systems caused by technical faults.
11.5 Trading Street may perform scheduled and unscheduled maintenance on the Signals and its infrastructure. Trading Street makes no guarantees to the availability of a notice prior to maintenance; however, Trading Street will do its best to inform users of scheduled maintenance and when able, will perform these tests or maintenance during off-peak hours.
12. Disclosures
Even a slight fluctuation of any market could mean substantial gains when these fluctuations are in Member’s favor, but that could also mean considerable losses if the fluctuations are to Member’s detriment. Member is responsible for setting proper slippage settings, stop losses and due to the nature of how electronic communications can be interrupted; Member agrees that Trading Street cannot guarantee the proper operation of settings.
13. Risk of Loss
13.1 The risk of loss in trading can be substantial. Member should therefore carefully consider whether such trading is suitable in light of Member’s financial condition. When trading on margin, Member may sustain a total loss of the initial margin funds and any additional funds that Member deposits with Member’s brokerage firm to establish or maintain a position in the market. Before deciding to trade and/or invest, Member should carefully consider objectives, level of experience, and risk appetite. The possibility exists that Member could sustain a loss of some or all of Member’s initial investment or any additional funds added by Member into their Brokerage Account and therefore Member should not trade or invest if that Member cannot afford to lose those monies.
13.2 By using the Signal Service and executing trades based off of the provided signals, Member fully understands and agrees that the markets are subject to numerous implicit and explicit risks, of which Trading Street cannot control or influence. Member therefore acknowledges and agrees that all trading is solely at Member’s own risk. Member should be aware of all the risks associated with trading and Member should seek advice from a professional independent financial advisor prior to and in conjunction with trading.
13.3 Member also expressly agrees to bear complete responsibility for choice of Signals and acknowledges that Trading Street has not and will not make any specific recommendations to Member. Member also understands that the information disseminated in this Agreement represents impersonal, disinterested opinions and commentary of Trading Street and its employees, agents, and affiliates but that the information does not constitute neither investment advice nor a recommendation to trade or invest using any specific Signal.
13.4 The actual percentage of Member’s gains and/or losses may vary depending on many factors, including, but not limited to: starting account balances, market behavior, account settings, and the spreads, fees and other costs associated with Member’s brokerage account. Because of this, actual percentage of gains and/or losses may be materially different than the percentage of gain and/or losses presented by the Signal Service.
13.5 Member understands that there can be no guarantee that use of the Signals will result in profits. Further, Member understands that their use of the Signal Service or the information disseminated if executed into a trade may result in substantial losses.
14. Hypothetical Performance Results Disclaimer
Member expressly acknowledges the information below regarding Hypothetical Performance Results:
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 OF 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 WHICH CAN ADVERSELY AFFECT TRADING RESULTS.
15. Suitability for a Particular Purpose
Any specific investment or Signal Service contained or referred to in this Agreement may not be suitable for all Members. Members should not rely on any of the information as a substitute for the exercise of Member’s own skill and judgment in making an investment decision on the appropriateness of each Signal for Member’s trading account.
16. Performance Statistics
16.1 Trading Street does not verify the completeness or accuracy of any of the information and statistics provided. Trading Street cannot guarantee their completeness or accuracy. As a term and condition of use of this Signal Service, Member expressly holds Trading Street harmless and waives any claims deriving from any of the information and statistics provided on Trading Street’s website.
16.2 Past performance posted by Signals is not necessarily indicative of future results. No representation is made that any account is likely to achieve profits or losses similar to those shown.
16.3 There is no guarantee that applying methodologies provided by Trading Street and the Signal Service would have the same results as the results in Member’s brokerage account. Trading successfully depends on many elements including a trading methodology and a trader's own psychology, and therefore Trading Street does not make any representation whatsoever that the signals and trades provided might be profitable.
16.4 Member, by signing this agreement, acknowledges the risk with any investment and it is recommended that Member should consult investment professionals before proceeding. Should Member decide to trade any or all of these signals, it is solely Member’s decision.
17. Online Trading Risks
17.1 There are risks associated with utilizing an Internet-based trading services including, but not limited to, hardware, software or Internet connection. Since Trading Street does not control signal power, reception or routing via Internet, configuration of Member’s hardware or software, or reliability of Member’s Internet connection, Member agree that Member is solely responsible for such failures, including communication failures, disruptions, distortions and delays in trading.
17.2 Volatility or illiquidity in the markets may prevent orders from being executed at advantageous prices, or at all. Trading Street shall not be liable to any person for any losses, damages, costs or expenses (including, but not limited to, loss of profits, loss of use, direct, indirect, incidental or consequential damages) occurring because trades cannot be executed due to market conditions, or from any errors of Member’s broker or trading platform.
18. Refund Policy
Due to the nature of providing a service to connect clients with Signals, Trading Street does not offer refunds of any signal service.
19. Term
This Agreement shall begin on the Effective Date and shall remain in effect until terminated as provided in Section 20 below.
20. Termination
20.1 Termination: Either Party may terminate this Agreement, with or without cause, by giving the other Party one (1) days prior written notice of intent to terminate. The Parties shall deal in good faith during the one (1) day period after any notice of intent that termination has been given. THERE IS NO PRORATION OR REFUNDS FOR EARLY TERMINATION IF CANCELLED PRIOR TO THE NEXT BILLING CYCLE.
20.2 Termination for Cause. The foregoing notwithstanding, either Party may terminate this Agreement upon the other Party's breach of any material provision of this Agreement; provided the non-breaching Party has provided the Party in breach with written notice specifying such breach and the Party in breach has failed to cure such breach within ten (10) days of receipt of such notice, unless such cure period is extended by the written mutual agreement of the Parties.
20.3 Termination for Change of Laws. Moreover, notwithstanding anything in this Agreement to the contrary, Trading Street reserves the right to immediately terminate this Agreement if Trading Street, in good faith, determines that as a result of changes in laws, rules, regulations or judicial action, Trading Street’s requirements of any law, regulation or judicial action will not be met.
20.4 Effect of Termination: Upon termination, all signals provided by Trading Street or Timothy LuCarelli for the Signal Service through Trading Street will cease immediately.
21. Miscellaneous
21.1 Integration. This Agreement, including attached Schedules, constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes any prior discussions, negotiations, agreements and understandings.
21.2 Governing Law; Jurisdiction; Venue. This Agreement shall be governed, construed, and enforced in accordance with the United States of America laws of the State of Nevada, without reference to the principles of conflicts of laws thereof. All legal actions relating to this Agreement shall be brought in the state or federal courts located in Clark County, Nevada. Trading Street shall be entitled to recover attorneys’ fees and other actual and reasonable costs incurred in enforcing the Agreement.
21.3 Construction and Severability. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any provision is held invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties, and the remainder of this Agreement shall remain in full force and effect. There shall be no presumption for or against either Party as a result of such Party being the principal drafter of this Agreement. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
21.4 Amendments and Waivers. This Agreement may be amended or modified only by a written instrument executed by the Parties. Any waiver or failure to enforce any provisions of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
21.5 Assignment. This Agreement shall be binding upon and inure to the benefit of successors and assigns. Member may not assign this Agreement, in whole or in part, without Trading Street's prior written consent. Any attempt to assign this Agreement other than in accordance with this provision shall be null and void.
21.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original agreement, but all of which will be considered one instrument and will become a binding agreement when one or more counterparts electronically accepts the agreement at registration.
21.7 Notices. All notices and other communications required or permitted under this Agreement will be in writing and will be deemed given when delivered by electronic mail:
If to: Quant Analytics Group, Inc.
info@tradingstreet.co
22. Entire Agreement. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO AND SUPERSEDES ALL PREVIOUS AGREEMENTS AND UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. EXCEPT AS SET FORTH ABOVE, THIS AGREEMENT MAY NOT BE ALTERED, AMENDED, OR MODIFIED EXCEPT BY WRITTEN INSTRUMENT, SIGNED BY THE DULY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES.
