Last modified: 11/7/2024

This page contains:

• A Disclaimer;
• Copyright Infringement Claim Notice Procedure; and
• Terms and Conditions (“Agreement”)

THE AGREEMENT CONTAINS: (1) AN ARBITRATION PROVISION, WHICH INCLUDES A WAIVER OF YOUR RIGHT TO BRING CLAIMS AS CLASS ACTIONS; AND (2) THE RIGHT TO OPT OUT OF THESE PROVISIONS. THESE PROVISIONS AFFECT YOUR RIGHTS AND THE RIGHTS OF THOSE TO WHOM YOU PROVIDE ACCESS TO YOUR ACCOUNTS. SEE SECTION 1 (GENERAL TERMS) FOR DETAILS ON THESE PROVISIONS.

Disclaimer

VANTAGEPOINT IS A TOOL AND NOT A TRADING SYSTEM THAT GIVES SPECIFIC BUY AND SELL TRADING SIGNALS OR RECOMMENDATIONS. INSTEAD, IT IS A TECHNICAL ANALYSIS TOOL THAT PROVIDES ITS USERS WITH A PROPRIETARY METHOD OF ANALYZING THE MARKETS. ALL ACCURACY STATISTICS MENTIONED ABOVE RELATE TO THE NEURAL INDEX. A STATISTICAL ACCURACY OF 80% DOES NOT TRANSLATE TO A PRESUMPTION THAT 8 OUT OF 10 TRADES WILL BE “WINNING” TRADES.

THE NEURAL INDEX PREDICTS WHETHER THE AVERAGE OF TOMORROW’S TYPICAL PRICE AND THE TYPICAL PRICE OF THE DAY AFTER TOMORROW (BOTH UNKNOWNS AT THIS TIME) WILL BE HIGHER OR LOWER THAN THE AVERAGE OF YESTERDAY’S TYPICAL PRICE AND THE TYPICAL PRICE OF THE DAY BEFORE YESTERDAY. THIS GIVES THE EXPECTED TREND DIRECTION FOR EACH MARKET OVER THE NEXT TWO DAYS.

WITH THIS INFORMATION ON THE NEURAL INDEX VALUE PLUS OTHER INFORMATION GENERATED BY VANTAGEPOINT (AS WELL AS ALL OTHER INFORMATION AVAILABLE TO EACH VANTAGEPOINT USER) IT IS EACH USER’S RESPONSIBILITY TO DETERMINE HIS OR HER OWN SPECIFIC ENTRIES, EXITS AND STOP PLACEMENTS, WHICH MAY VARY FROM THOSE OF OTHER TRADERS DUE TO INDIVIDUAL DIFFERENCES IN TRADING STYLE, FINANCIAL MARKET EXPERIENCE, TRADING EXPERTISE, FINANCIAL AND ECONOMIC OBJECTIVES, RISK PROPENSITY, RISK CAPITAL, ACCOUNT SIZE AND NUMBER OF CONTRACTS TRADED, THEREBY PRODUCING DIFFERENT TRADING RESULTS FROM ONE TRADER TO ANOTHER.

VANTAGEPOINT ai, LLC (“COMPANY”) STAFF ARE IN DAILY CONTACT WITH TRADERS, WHO EITHER REQUEST INFORMATION ABOUT THE COMPANY, INTERMARKET ANALYSIS AND VANTAGEPOINT, OR WHO EXPRESS AN INTEREST IN INTERMARKET ANALYSIS OR VANTAGEPOINT WHEN CONTACTED BY COMPANY STAFF. TELEPHONE CALLS AND CONVERSATIONS WITH COMPANY’S STAFF MAY BE MONITORED OR RECORDED FOR TRAINING AND QUALITY ASSURANCE PURPOSES. THE COMPANY MAY GIVE PRODUCT CREDITS/REBATES OR PAY FEES, INCLUDING REFERRAL FEES, UNDER CERTAIN CIRCUMSTANCES, TO CUSTOMERS OR OTHERS, INCLUDING DATA VENDORS; COMPETITORS; AUTHORS/WRITERS OF REVIEWS AND/OR PROMOTIONAL OR TECHNICAL ARTICLES MENTIONING, HIGHLIGHTING OR PROMOTING THE SERVICES AND PRODUCTS OFFERED BY THE COMPANY; OTHERS WHO ASSIST IT WITH PROSPECTIVE CUSTOMERS BECOMING CUSTOMERS; AND OTHERS WHO PROVIDE COMPANY WITH “LEADS” OR NAMES OF PERSONS OR TRADERS WHO SUBSEQUENTLY BECOME CUSTOMERS OF THE COMPANY. TRADERPLANET.COM, LLC IS AFFILIATED THROUGH COMMON OWNERSHIP WITH THE COMPANY. ALL DETERMINATIONS BY COMPANY CONCERNING PRODUCT CREDITS/REBATES OR FEES PAID BY COMPANY ARE FINAL AND WITHIN ITS SOLE DISCRETION. THE COMPANY MAY RECEIVE PRODUCT CREDITS/REBATES OR FEES, INCLUDING REFERRAL FEES, UNDER CERTAIN CIRCUMSTANCES, FROM OTHERS, INCLUDING DATA VENDORS, COMPETITORS, AND OTHER ENTITIES WITHIN THE FINANCIAL INDUSTRY OR NOT, WHO PROMOTE PRODUCTS AND SERVICES WHICH MAY BE OF INTEREST AND BENEFIT TO COMPANY CUSTOMERS AND IN WHICH THE COMPANY PROVIDES ITS CUSTOMERS WITH PROMOTIONAL INFORMATION AND DETAILS ON THE PRODUCTS AND SERVICES OF OTHERS FOR WHICH THE COMPANY MAY RECEIVE SUCH PRODUCT CREDITS/REBATES OR FEES. ALL DETERMINATIONS BY COMPANY CONCERNING FEES TO BE RECEIVED BY THE COMPANY ARE FINAL AND WITHIN ITS SOLE DISCRETION. CUSTOMER TESTIMONIALS IN THE VANTAGEPOINT VIDEO ARE EXPRESSIONS OF EACH CUSTOMER’S PERSONAL EXPERIENCE AND BELIEF. NO COMPENSATION HAS BEEN PAID BY COMPANY TO THESE CUSTOMERS FOR THEIR TESTIMONIALS IN THE VIDEO, EXCEPT FOR REASONABLE TRAVEL EXPENSES NECESSARY FOR THEM TO PARTICIPATE IN THE PRODUCTION OF THE VIDEO. THE COMPANY HAS NO AFFILIATION WITH ANY BROKERAGE FIRMS AND DOES NOT GET INVOLVED WITH TRADING, TRADE RECOMMENDATIONS OR ACCOUNT ADMINISTRATION SINCE WE ARE NOT LICENSED, REGISTERED BROKERS. YOU MUST MAKE YOUR OWN TRADING DECISIONS AND WORK OUT YOUR OWN SPECIFIC TRADING GUIDELINES WITH YOUR BROKER.

THE COMPANY RESPECTS THE PRIVACY OF ITS VISITORS AND CUSTOMERS. THE COMPANY USES FEEDBACK FORMS AS A VEHICLE FOR RECEIVING FEEDBACK FROM OUR VISITORS TO OUR WEB SITE AS WELL AS PROVIDING APPROPRIATE FOLLOW-UP. THIS INFORMATION IS RECEIVED BY THE WEB MASTER AND REVIEWED BY THE APPROPRIATE MANAGER FOR RESPONSE. COMPANY DOES NOT SELL, LEASE OR SHARE ANY INFORMATION OR DATA THAT IT OBTAINS THROUGH ITS WEBSITE WITH UNAFFILIATED THIRD PARTIES. ALL INFORMATION IS SOLELY INTENDED FOR USE BY THE COMPANY AND ITS AFFILIATES. FOR QUALITY ASSURANCE PURPOSES, CALLS WITH THE COMPANY MAY BE MONITORED OR RECORDED.

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. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. ONE OF THE LIMITATIONS OF HYPOTHETICAL PERFORMANCE RESULTS IS THAT THEY ARE GENERALLY PREPARED WITH THE BENEFIT OF HINDSIGHT. IN ADDITION, HYPOTHETICAL TRADING DOES NOT INVOLVE FINANCIAL RISK, AND NO HYPOTHETICAL TRADING RECORD CAN COMPLETELY ACCOUNT FOR THE IMPACT OF FINANCIAL RISK IN ACTUAL TRADING. FOR EXAMPLE, THE ABILITY TO WITHSTAND LOSSES OR TO ADHERE TO A PARTICULAR TRADING PROGRAM IN SPITE OF TRADING LOSSES ARE MATERIAL POINTS WHICH CAN ALSO ADVERSELY AFFECT ACTUAL TRADING RESULTS. THERE ARE NUMEROUS OTHER FACTORS RELATED TO THE MARKETS IN GENERAL OR TO THE IMPLEMENTATION OF ANY SPECIFIC TRADING PROGRAM WHICH CANNOT BE FULLY ACCOUNTED FOR IN THE PREPARATION OF HYPOTHETICAL PERFORMANCE RESULTS AND ALL OF WHICH CAN ADVERSELY AFFECT ACTUAL TRADING RESULTS. THE COMPANY HAS HAD LITTLE OR NO EXPERIENCE IN TRADING ACTUAL ACCOUNTS FOR ITSELF OR FOR CUSTOMERS. BECAUSE THERE ARE NOT ACTUAL TRADING RESULTS TO COMPARE TO THE HYPOTHETICAL PERFORMANCE RESULTS, CUSTOMERS SHOULD BE PARTICULARLY WARY OF PLACING UNDUE RELIANCE ON THESE HYPOTHETICAL PERFORMANCE RESULTS. FUTURES AND OPTIONS TRADING INVOLVES RISK, IS NOT FOR EVERY TRADER, AND ONLY RISK CAPITAL SHOULD BE USED.

THERE IS A HIGH DEGREE OF RISK INVOLVED IN TRADING AND PARTICIPATING IN THE FINANCIAL MARKETS AND THAT THIS RISK IS PRESENT EVEN WITH THE USE OF A TOOL LIKE VANTAGEPOINT WHICH DOES NOT ELIMINATE THE RISK, OR GUARANTEE PROFITS OR THE AVOIDANCE OF LOSSES. WHILE THIS RISK CAN BE MANAGED AND EVEN REDUCED, IT CAN NEVER BE ELIMINATED. GIVEN THIS RISK, IT IS NOT PRUDENT OR ADVISABLE TO MAKE TRADING DECISIONS THAT ARE BEYOND YOUR FINANCIAL MEANS OR INVOLVE TRADING CAPITAL THAT YOU ARE NOT WILLING AND CAPABLE OF LOSING.

VANTAGEPOINT’S FORECASTS DO NOT CONSTITUTE TRADING ADVICE OR AN ENDORSEMENT OR RECOMMENDATION BY THE COMPANY OF ANY TRADING METHODS, PROGRAMS, SYSTEMS OR ROUTINES. COMPANY’S PERSONNEL ARE NOT LICENSED BROKERS OR ADVISORS AND DO NOT OFFER TRADING ADVICE.

COPYRIGHT INFRINGEMENT CLAIM NOTICE PROCEDURE – Copyright and Intellectual Property Policy

We respect the intellectual property of others, and we ask our users to do the same. We assume no responsibility for content on other web sites that you may find or access when using our products or services. Material available on or through other web sites may be protected by copyright and the intellectual property laws of the United States and/or other countries. The terms of use of those web sites, and not our Terms of Service, govern your use of that material.

It is our policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who may infringe or repeatedly infringe the copyrights or other intellectual property rights of our company and/or others.

Notice for Claims of Copyright and Other Intellectual Property Violations and Agent for Notice

Pursuant to Title 17, U.S. Code § 512(c)(2), notifications of claimed copyright infringement, or notification of other intellectual property rights violation, should be sent ONLY to the Designated Agent below.

NOTE: THE FOLLOWING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING THE SERVICE PROVIDERS REFERENCED BELOW THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. DO NOT SEND ANY INQUIRIES UNRELATED TO COPYRIGHT INFRINGEMENT (E.G., REQUESTS FOR TECHNICAL ASSISTANCE OR CUSTOMER SERVICE, REPORTS OF EMAIL ABUSE, ETC.) TO THE CONTACT LISTED BELOW. YOU WILL NOT RECEIVE A RESPONSE IF SENT TO THIS CONTACT.

Written notification of claimed copyright infringement must be submitted to the following Designated Agent via the following routes:

Mail:

Vantagepoint ai, LLC
Attention Steven Marlette, CFO
26908 Ridgebrook Drive, Ste. 102
Wesley Chapel, FL 33544
Email: stevem@vantagepointai.com

Under Title 17, § 51 2(c)(3)(A) of the United States Code, the Notification of Claimed Infringement must include the following:

1. An electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest.
2. An identification of the copyrighted work, or works, that you believe to have been infringed upon. The identification must provide sufficient detail to specify the work. For example, an identification for a web page might state, “The copyrighted work at issue is the text that appears on http://www.originalexpression.com/original_page.html.” Where the work is another form of publication, the identifying information could include the name, edition, ISBN number and pages of a book from which an excerpt was copied, the music album or single, etc. as appropriate.
3. A clear description of where the infringing material is located on our web site(s), including, as applicable, its URL, so that we can locate the material.
4. Information reasonably sufficient to permit us to contact you. An email address is preferred. Alternatively, you might provide your mailing address and/or telephone number.
5. The following statement: “I have a good-faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent or the law.”
6. The following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the copyright owner.”

Terms and Conditions

This is a legal agreement (“Agreement”) between you (“Licensee,” “You/Your,” or “User”) and VantagePoint ai, LLC, a Florida limited liability company (“Company”). User and Company shall be individually known as “Party” and collectively known as “Parties.”

This Agreement outlines terms and conditions applicable to:

1. The VantagePoint Intermarket Analysis Software (“VantagePoint”) and the Licensed Package (defined below in the Section titled “License Terms”);
2. The subscriptions identified below (in the Section titled “Subscription(s) Terms”); and
3. Both VantagePoint/the Licensed Package as well as the subscriptions identified below (in the Section titled “General Terms”).

Carefully read this Agreement before installing VantagePoint on Your computer. If applicable, note that You have previously purchased access to VantagePoint and activated Your VantagePoint. Individuals who have purchased access to VantagePoint shall be known as “Customers.”

THIS AGREEMENT CONTAINS: (1) AN ARBITRATION PROVISION, WHICH INCLUDES A WAIVER OF YOUR RIGHT TO BRING CLAIMS AS CLASS ACTIONS; AND (2) THE RIGHT TO OPT OUT OF THESE PROVISIONS. THESE PROVISIONS AFFECT YOUR RIGHTS AND THE RIGHTS OF THOSE TO WHOM YOU PROVIDE ACCESS TO YOUR ACCOUNTS. SEE SECTION 1 (GENERAL TERMS) FOR DETAILS ON THESE PROVISIONS.

THIS AGREEMENT ALSO CONTAINS DISCLAIMERS AND NOTICES REGARDING THE SPECULATIVE NATURE OF TRADING AT SECTION 14 (LICENSE TERMS) and SECTION 6 (SUBSCRIPTION(S) TERMS). SERVICES AND SUBSCRIPTIONS ARE EDUCATIONAL AND DO NOT CONSTITUTE INVESTMENT ADVICE OR RECOMMENDATION AND SHOULD NOT BE RELIED ON FOR THOSE PURPOSES.

By downloading or using VantagePoint, submitting information on the VantagePoint Products (defined below), accessing or using Subscriptions, receiving any products or services from the Company, or using any online services, You accept without limitation or qualification, this Agreement and the Company’s Privacy Policy, the terms of which are incorporated herein. Please review the current Privacy Policy to understand how the Company uses and shares information it may collect from You, and your choices regarding the collection and use of such information.

License Terms

VantagePoint and the VantagePoint user documentation and all related materials that were provided to You by Company under this Agreement by any means, including: (i) over the Internet, or (ii) by any other means of distribution are collectively referred to in this Agreement as the “Licensed Package”, which You agrees to license (“License”).

By clicking the “I Understand and Agree to the Terms” button when presented on the screen with the VantagePoint License Agreement, You reaffirm that this Agreement in its entirety was made available to You and was agreed to by You prior to Your payment for the License. You reaffirm that Your credit card, wire transfer, cash payment and/or any other payment method to purchase this License is governed by the terms and conditions of this Agreement, including, in particular, Section 19, Refunds.

You reaffirm Your understanding and acceptance of the terms of this Agreement, is creating an electronic signature acknowledging Your full understanding and agreement to be legally bound by all the terms and conditions of this Agreement, agrees to execute this Agreement electronically and agrees that this Agreement is enforceable like any written negotiated agreement signed by You, and You are entering into a binding legal contract. Any products contained or offered by Company under these License Terms are hereinafter known as the “VantagePoint Products,” which include, but are not limited to, any and all products regarding or concerning asset classes, market studies, indicators, features, functionalities, and all products related to the foregoing non-exhaustive list.

Pricing for access to VantagePoint Products may vary depending on the number of accessed, requested, or obtained VantagePoint Products. For each of these VantagePoint Products, each of their respective markets, sectors or groups is hereinafter known as the “Market Applications.”

This Agreement governs and relates to Your License of the Licensed Package and/or Your selection of, and payment for, one or more VantagePoint Products (hereinafter “Licensee’s Enabled Product(s)”) comprising specific Market Applications that are enabled for Your personal use (“Licensee’s Enabled Applications”) when You register VantagePoint on Your single computer.

VantagePoint utilizes security procedures to prevent software piracy and to protect Your investment, which require You to activate VantagePoint after installation by performing an initial activation (“Initial Activation”), to register VantagePoint, Licensee’s Enabled Product(s) and Licensee’s Enabled Applications (“Registration”) within the twenty-one (21) day period (“Registration Period”) following Initial Activation, and subsequently to reactivate VantagePoint periodically (“Reactivation”) over the Internet on Your single computer. This Agreement will remain in effect until it is terminated in accordance with Section 18 below.

You acknowledge that competing products and services are readily available, and that You are free to return the Licensed Package within the timeframe and under the restrictions provided in this Agreement. . Therefore, to the fullest extent permitted by law, You waive any right to assert that this Agreement is an unconscionable, improper, or illegal contract of adhesion.

1. Non-exclusive License. Except as noted herein, Company hereby grants to You a non-exclusive, non-assignable and non-transferable limited License to use Licensed Package subject to the terms and conditions set forth in this Agreement and subject to the payment by You to Company of the necessary fees as specified by the Company.
2. Use of Product. (a) As a courtesy to You, all VantagePoint Products and all Market Applications will function during the Registration Period following the date of Initial Activation of VantagePoint by You on Your computer. You understand that You must contact the Company within the Registration Period to complete Registration of the Licensee’s Enabled Product(s) and Licensee’s Enabled Applications, so that they will continue to function in VantagePoint after the Registration Period. If You do not complete Registration of Licensee’s Enabled Product(s) and Licensee’s Enabled Applications within the Registration Period, VantagePoint will become disabled and will not function. However, VantagePoint can be restored at any time by contacting the Company to complete Registration of the Licensee’s Enabled Product and Licensee’s Enabled Applications. (b) If You thereafter desires to enable additional Market Applications within Your previously Enabled Product(s), upon payment of prescribed fees to Company as the Company may specify, You shall be entitled to a new Registration from Company enabling the additional Market Applications to become part of Licensee’s Enabled Applications operating on Your same computer in accordance with Your existing License. (c) If You thereafter desires to enable additional VantagePoint Product(s), upon payment of prescribed fees to Company as the Company may specify for the additional VantagePoint Product(s) and Market Applications that You want to enable, You shall be entitled to either: (1) a new Registration from the Company allowing the new VantagePoint Product(s) to be enabled and added to the Licensee’s Enabled Product(s) with the additional Market Applications added to the Licensee’s Enabled Applications operating on Your same computer in accordance with the Your existing License, or (2) a new License for the additional Licensee’s Enabled Product(s) and additional Licensee’s Enabled Applications to be enabled and installed on Your second computer.
3. Restrictions on Use. You shall not copy, reprint, reproduce, duplicate, or modify any part of the Licensed Package (electronically or otherwise) or assist any other party in doing so either during or after the term of this Agreement. You agree, during the term of this Agreement, not to create or attempt to create, by reverse engineering, reverse assembling, reverse compiling, decompiling or otherwise, source programs or materials that simulate or perform similar functions to those in Licensed Package or information made available to You under this Agreement, or to enable or attempt to enable VantagePoint Products and/or Market Applications without Company’s permission and payment of prescribed fees to Company as the Company may specify. You further agree not to create derivative works based upon Licensed Package, or any part or Market Applications thereof, or allow or authorize others to do so. You shall not rent, lease, or lend the Licensed Package. Unless You have complied with all the provisions of Section 22 below, governing all commercial or enterprise Licenses, You shall not provide commercial hosting services with Licensed Package, use Licensed Package in any form or by any means to provide trading advice or information to any third party for a fee, or post or distribute information based upon or derived from the output of the Licensed Package in any public or private forum including, but not limited to, print, the Internet, online chat, instant message, video, online forums, any form of newsletter (whether electronic or otherwise), radio or television, for any purpose. You represent and warrant that You will not participate in any commercial or business venture whatsoever, wherein the use of and reliance on Licensed Package is in any way a part of said commercial business venture. Notwithstanding all the above, You may make one copy of any software programs contained in Licensed Package for purposes of backup only and may only transfer such copy to one of Your hard disks. Any such copy made must include the appropriate copyright notice as contained on the copy in the Licensed Package originally provided to You.
4. Restrictions on Disclosure. You shall not, at any time, lease, license, transfer, publish, disseminate, or disclose Licensed Package or any part thereof or any output derived from the use of Licensed Package, in whole or in part, in any form or by any means (including, but not limited to, any form of newsletter whether electronic or printed, public trading forum or website) to any third party for financial gain, except to execute trades in Your own brokerage account. You shall not use Licensed Package or any part thereof on more than one computer at any time whether on a network or otherwise. If You intend to use Licensed Package in the furtherance of Your business enterprise or for any commercial business venture, You acknowledge that You must obtain a commercial or enterprise License pursuant to Section 22 below.
5. Liability for Unauthorized Use or Disclosure. You acknowledge that any unauthorized use or disclosure of Licensed Package will diminish the value of the Company and its products and will cause irreparable and continuing damage to the Company for which an adequate legal remedy will not exist. Accordingly, You stipulate that, if You breach any of Your covenants in this Agreement, Company will be entitled to an entry of a court order granting specific performance or injunctive relief, without requirement of a bond or proof of monetary damage or an inadequate remedy at law, in addition to all other remedies available at law or equity.
6. Title. You acknowledge that all title to and ownership rights in Licensed Package and any part thereof, including, without limitation, all VantagePoint Products and Market Applications including but not limited to all Licensee Enabled Products and all Licensee Enabled Applications, all derivative works, customizations, enhancements, modifications, improvements, derivations or other changes thereto (herein collectively referred to as the “Licensed Package & All Derivations”), all Updates (as defined below), and all underlying patent, copyright, trade secret, trademark and other intellectual property rights, are owned and/or exclusively licensed by the Company. You shall not acquire any rights in Licensed Package & All Derivations of such Licensed Package, or any part thereof, or in any Update by virtue of this Agreement. The Company shall retain all title to and rights in physical materials included in the Licensed Package and licensed under this Agreement.
7. Disclaimer of Warranties. THE COMPANY’S SOLE AND EXCLUSIVE WARRANTY IS THAT THE SOFTWARE YOU DOWNLOAD IS FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF INITIAL RECEIPT BY You (AS DEFINED IN SECTION 8). If, under normal use, the downloaded software has such a defect within the first ninety (90) days from the Date of Initial Receipt, You are entitled to replacement of the defective software in accordance with Section 9 of this Agreement. YOU ACKNOWLEDGE THAT COMPANY HAS NOT REPRESENTED OR WARRANTED THAT THE USE OF, OR ACCESS TO, THE LICENSED PACKAGE WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT INACCURACIES OR DELAY DUE TO ANY NUMBER OF FACTORS INCLUDING WITHOUT LIMITATION NATURAL CATASTROPHES; GOVERNMENTAL ACTS; POWER FAILURE, BREAKDOWNS OR FAILURE OF COMMUNICATIONS SYSTEMS OR THE INTERNET; PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED; TECHNICAL FAILURE OF THE LICENSED PACKAGE, TELECOMMUNICATIONS INFRASTRUCTURE, OR DELAY OR DISRUPTION ATTRIBUTABLE TO VIRUSES, DENIAL OF SERVICE ATTACKS, INCREASED OR FLUCTUATING DEMAND, AND ACTIONS OR OMISSIONS OF THIRD PARTIES. YOU ACKNOWLEDGE THAT COMPANY MAKES NO REPRESENTATIONS CONCERNING THE SUITABILITY OF LICENSED PACKAGE FOR USE BY YOU, AND THAT YOU SHOULD DETERMINE FOR YOURSELF WHETHER, AND TO WHAT EXTENT, THE USE OF LICENSED PACKAGE IS SUITABLE FOR YOU. YOU FURTHER ACKNOWLEDGE AND UNDERSTAND THAT COMPANY MAKES NO CLAIMS, GUARANTEES, PROMISES OR WARRANTIES TO YOU, EITHER EXPRESS OR IMPLIED, OF ANY NATURE WITH RESPECT TO LICENSED PACKAGE, OR ANY PART THEREOF; OR TO THE USE THEREOF OR AS TO THE RESULTS OR OUTPUT OF THE USE OF LICENSED PACKAGE; OR AS TO ANY CONDITION, QUALITY, PERFORMANCE, CORRECTNESS, ACCURACY, PROFITABILITY, PREDICTIVENESS, TIMELINESS, OPERATION, OR RELIABILITY THEREOF; OR TO THE INTERACTION (OR FAILURE TO INTERACT PROPERLY) WITH ANY OTHER HARDWARE OR SOFTWARE WHETHER PROVIDED BY COMPANY OR A THIRD PARTY; OR AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF LICENSED PACKAGE WITH RESPECT TO ANY PROPOSED USE BY YOU. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE MARKETS COMPRISING THE MARKET APPLICATIONS WILL BEHAVE AS INDICATED BY THE OUTPUT DERIVED FROM THE USE BY YOU OF LICENSED PACKAGE. THE COMPANY MAKES NO CLAIMS, GUARANTEES, PROMISES OR WARRANTIES TO YOU WITH RESPECT TO ANY PROFITS FROM TRADING ON THE BASIS OF, OR IN RELIANCE ON, LICENSED PACKAGE OR THE USE THEREOF. You acknowledge that the Company is not a market data provider, that You will need to obtain and download daily end-of-day data compatible to VantagePoint from a, third-party data provider at Your sole expense, and that Company and VantagePoint do not have mechanisms for, and do not endeavor to detect, errors, omissions, data non-delivery, data mis-delivery or other problems with the data provided by Your data provider, and that it is the data provider’s, not Company’s, duty to notify You of any such errors, omissions, or other problems with the data provided. Accordingly, the Company shall not be responsible for any errors, omissions or other problems in the data used by You in conjunction with Licensed Package or any disruptions in the provision or transmission of such data by the Your data provider to Your computer, which could cause the Licensed Package to generate incorrect, incomplete, or intermittent information that, if relied upon by You, could result in misinformed trading decisions and potentially substantial losses.
8. Date of Initial Receipt. It is understood that the Date of Initial Receipt by You is the date that the Company sent an email to the email address given to the Company by You, in which the email contained a link to allow You to download VantagePoint from Company’s website over the internet.
9. Damages. THE COMPANY’S ENTIRE AND MAXIMUM LIABILITY SHALL BE FOR REPLACEMENT OF ANY DEFECTIVE SOFTWARE. NEITHER COMPANY NOR ITS EMPLOYEES, OFFICERS, MANAGERS, MEMBERS, OWNERS, OR DIRECTORS SHALL BE LIABLE FOR ANY DAMAGES OR CLAIMS ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH, THE USE OR PERFORMANCE OF LICENSED PACKAGE, INCLUDING, BUT NOT LIMITED TO, SPECIAL, DIRECT, INCIDENTAL, LOST PROFITS, DIMINUTION IN VALUE, PROPERTY DAMAGE, CONSEQUENTIAL OR OTHER DAMAGES FOR ANY TYPE OF DAMAGE, INJURY OR LOSS, INVASION OR LOSS OF PRIVACY, OR FOR BREACH OF ANY DUTY (INCLUDING BUT NOT LIMITED TO ANY DUTY OF GOOD FAITH, NEGLIGENCE OR OF WORKMANLIKE EFFORT), HOWEVER CAUSED, OR UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PATENT INFRINGEMENT, TRADEMARK INFRINGEMENT, COPYRIGHT INFRINGEMENT, OR OTHERWISE AND REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS EXCLUSION SHALL APPLY DESPITE ANY DEFECT, ERROR, INCOMPLETENESS, OMISSIONS, OR INACCURACIES IN VantagePoint, DOCUMENTATION OR OTHER MATERIALS CONTAINED IN LICENSED PACKAGE OR IN ANY PRODUCT OR SERVICE FURNISHED TO YOU BY COMPANY IN CONNECTION THEREWITH, AND THIS EXCLUSION SHALL LIKEWISE APPLY EVEN IF THE COMPANY HAS BEEN ADVISED OF THE EXISTENCE OR A POSSIBILITY OF ANY DEFECT, ERROR, INCOMPLETENESS, OMISSIONS, INACCURACIES OR SUCH DAMAGES OR CLAIM. YOU ACKNOWLEDGE THAT YOU BEAR ALL RISK FROM ANY USE BY YOU OF THE LICENSED PACKAGE AND THAT THE COMPANY IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOSSES SUSTAINED BY YOU, INCLUDING BUT NOT LIMITED TO ANY DAMAGES TO YOUR COMPUTER, SOFTWARE, INTERNET CONNECTION, TELEPHONE, DATA FILES OR OTHER PROPERTY RESULTING FROM YOUR USE OF LICENSED PACKAGE.
10. Updates. The Company agrees, but is not obligated, to advise You of any modifications, neural network retraining, enhancements and updates to Licensed Package (herein referred to collectively as “Updates”) as they are released by the Company provided that You have kept the Company current with updated contact information including email address, mailing address, cell and daytime telephone number. You agree to put Company’s email address into Your email application whitelist to avoid having spam filters block emails sent by the Company to You. Upon payment of prescribed fees to the Company, as the Company may specify from time to time for such Updates, You will be entitled to receive and use such Updates in accordance with this Agreement. If You choose not to pay for such Updates as they become available, You will still be entitled to continue to use previous versions of Licensed Package that You had paid for. However, it is understood that such previous versions may no longer undergo any further modifications, neural network retraining, improvements or enhancements by the Company in its sole discretion. Upon receipt of any Updates, if requested by the Company to do so, You agree immediately to delete and remove from Your computer all previous versions of Licensed Package in Your possession.
11. Mandatory On-Line Activation. a) You acknowledge that You, at Your sole expense, are responsible for and must provide all computer hardware, Internet connection, and other necessary equipment, and operating system software necessary to comply with the requirements needed for Initial Activation, Registration, and Reactivation of VantagePoint and that such Initial Activation, Registration, and Reactivation are based on the exchange of information between Your computer and Company through an Internet connection. You acknowledge that there are technological measures in VantagePoint that are designed to prevent unlicensed or illegal use of VantagePoint, and that the Company may use such measures, which may include installing them on Your computer to verify Your compliance with the disclaimer terms of this Agreement. You agree to adhere to any requirements regarding such measures. b) You agree that You will not take any action that imposes an unreasonable or disproportionately large load on the Company’s on-line activation infrastructure. If it is determined that You acted with the malicious intent of disrupting, destroying, or overloading Company’s on-line activation infrastructure, You will be liable to the Company for any and all available legal and equitable remedies. Such remedies would include but not be limited to reimbursing Company for all costs associated with returning the infrastructure to its normal operating level and reimbursing Company for any lost profits resulting from the disruption, destruction, or overload of its infrastructure.
12. Customer Support. Company agrees to provide You with reasonable telephone customer support at the time of Initial Receipt of Licensed Package by You. (herein referred to as “Initial Support”). A non-cancelable, non-transferable, annual prepaid customer support plan (“Paid Customer Support”) is available during the product lifecycle of Licensed Package. Neither the Company, nor its affiliates, in the performance of providing Initial Support or Paid Customer Support services, provides or offers trading advice, strategies or systems of any kind. The sole purpose of support services is to assist You in the use of the Licensed Package.
13. Exchanges and Deactivation. You are entitled to exchange one or more Licensee’s Enabled Applications for other Market Applications in the same Licensee’s Enabled Product and is entitled to deactivate VantagePoint from one computer and install and register it on another computer, at the then-prevailing prescribed fees set by the Company.
14. Speculative Nature. You acknowledge and understand the speculative nature of the commodities futures and financial markets and recognize the high degree of risk involved in participating in such markets, with or without the use of Licensed Package. You acknowledge and understand that Licensed Package provides information regarding possible future market movements based upon historical analysis of past market movements, that Licensed Package does not provide specific trade recommendations including buy and sell signals, that the individual markets comprising the Market Applications may not behave as indicated by the output derived from the use by You of Licensed Package and that You bear the sole risk for all orders for trades placed by You as a result of considering such output. You also acknowledges that VantagePoint and documentation furnished by Company in Licensed Package are an analytic tool only and are not intended to replace Your individual research or receipt of professional investment advice, and that neither the Licensed Package nor the Initial Support or Paid Customer Support related to the Your use of the Licensed Package constitute the provision of trading advice or an endorsement or recommendation by the Company of any trading methods, programs, systems, or routines, based on, or tailored to, any positions or other circumstances or characteristics of You or anyone else, or otherwise. You further acknowledge that individual performance in the financial markets depends upon numerous factors including individual skills and experience at performing technical analysis, knowledge of and familiarity with the markets, effectiveness of individual decision making and decisiveness, and time availability to devote to analyzing and trading the markets, among other factors. IT IS EXPRESSLY UNDERSTOOD THAT NEITHER THIS AGREEMENT, NOR ANY STATEMENT, REPRESENTATION, OR ASSERTION WITHIN THIS AGREEMENT OR ANY PROMOTIONAL MATERIALS YOU HAVE REVIEWED OR ANY OTHER ORAL OR WRITTEN STATEMENT OR REPRESENTATION MADE BY THE COMPANY OR ITS AGENTS OR REPRESENTATIVES MAKES OR CONSTITUTES ANY GUARANTEE OF, OR REPRESENTATION RELATING TO, PERFORMANCE OF LICENSED PACKAGE INCLUDING THAT OF ITS PREDICTIVE ACCURACY AT FORECASTING MARKET PRICES OR TRENDS AND THAT COMPANY ALSO MAKES NO GUARANATEE OF PERFORMANCE EITHER IN THIS AGREEMENT OR OTHERWISE. IT IS ALSO UNDERSTOOD THAT VantagePoint IS AN ANALYTIC TOOL AND NOT A TRADING SYSTEM AND THAT COMPANY MAKES NO REPRESENTATIONS OR GUARANTEES THAT YOU WILL MAKE PROFITS AND/OR NOT SUFFER ANY LOSSES FROM TRADING BASED ON, OR IN RELIANCE ON, LICENSED PACKAGE OR THE USE THEREOF. YOU ASSUME FULL RESPONSIBILITY TO MAKE YOUR OWN TRADING DECISIONS INVOLVING ENTRIES, EXITS, AND STOP PLACEMENTS, BASED UPON YOUR OWN ASSESSMENT OF YOUR TRADING STYLE, OBJECTIVES, RISK PROPENSITY, RISK CAPITAL, EXPERTISE AND EXPERIENCE AS A TRADER ALL OF WHICH CAN INFLUENCE YOUR TRADING RESULTS SUCH THAT YOUR PERFORMANCE RESULTS MAY BE BETTER OR WORSE THAN THAT OF OTHER TRADERS INCLUDING THOSE WHO MAY ALSO BE USING LICENSED PACKAGE AT THE SAME TIME. UNDER NO CIRCUMSTANCES IS THE COMPANY RESPONSIBLE FOR YOUR TRADING RESULTS OR PERFORMANCE BASED UPON THE TRADING DECISIONS THAT YOU MAKE. FURTHERMORE, IT IS UNDERSTOOD THAT HYPOTHETICAL PERFORMANCE RESULTS HAVE MANY INHERENT LIMITATIONS, SOME OF WHICH ARE DESCRIBED BELOW. YOU AGREE THAT NO REPRESENTATION IS BEING MADE OR HAS BEEN MADE THAT ANY ACCOUNT OR TRADE WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE SHOWN IN THE LICENSED PACKAGE OR IN ANY OF THE COMPANY’S PROMOTIONAL MATERIALS. IN FACT, THERE ARE FREQUENTLY SHARP DIFFERENCES BETWEEN HYPOTHETICAL PERFORMANCE RESULTS AND THE ACTUAL RESULTS SUBSEQUENTLY ACHIEVED BY ANY PARTICULAR TRADING PROGRAM. ONE OF THE LIMITATIONS OF HYPOTHETICAL PERFORMANCE RESULTS IS THAT THEY ARE GENERALLY PREPARED WITH THE BENEFIT OF HINDSIGHT. IN ADDITION, HYPOTHETICAL TRADING DOES NOT INVOLVE FINANCIAL RISK, AND NO HYPOTHETICAL TRADING RECORD CAN COMPLETELY ACCOUNT FOR THE IMPACT OF FINANCIAL RISK IN ACTUAL TRADING. FOR EXAMPLE, THE ABILITY TO WITHSTAND LOSSES OR TO ADHERE TO A PARTICULAR TRADING PROGRAM IN SPITE OF TRADING LOSSES ARE MATERIAL POINTS WHICH CAN ALSO ADVERSELY AFFECT ACTUAL TRADING RESULTS. THERE ARE NUMEROUS OTHER FACTORS RELATED TO THE MARKETS, IN GENERAL, OR TO THE IMPLEMENTATION OF ANY SPECIFIC TRADING PROGRAM, WHICH CANNOT BE FULLY ACCOUNTED FOR IN THE PREPARATION OF HYPOTHETICAL PERFORMANCE RESULTS, AND ALL OF WHICH CAN ADVERSELY AFFECT ACTUAL TRADING RESULTS. THE COMPANY HAS HAD LITTLE OR NO EXPERIENCE IN TRADING ACTUAL ACCOUNTS FOR ITSELF OR FOR CUSTOMERS. SINCE THERE ARE NO ACTUAL TRADING RESULTS TO COMPARE TO THE HYPOTHETICAL PERFORMANCE RESULTS, YOU SHOULD BE PARTICULARLY WARY OF PLACING UNDUE RELIANCE ON THESE HYPOTHETICAL PERFORMANCE RESULTS.
15. Hold Harmless; Indemnification; Release; Covenant Not to Sue. You acknowledge that You are fully aware of the hazards and risks, including financial risks, associated with trading in commodity and financial futures, Forex, Crypto, ETF and equities and the use of Licensed Package. In part consideration of the License granted herein, You agree to release, indemnify and hold harmless the Company, its successors, affiliates and assigns, and each of their respective officers, members, managers, directors, owners, employees, contractors, insurers and agents (collectively, the “Releasees”), and waives with respect to each Releasee, and covenants not to sue any Releasee for, any and all liabilities, claims, demands, actions, causes of action, damages, losses and expenses (including, but not limited to, attorneys’ fees and costs) of any nature whatsoever (collectively, the “Liabilities”) arising out of or in connection with Your use of Licensed Package or trading decisions and payment of any fees associated with the License, Updates or Paid Customer Support. Such hold harmless, release, discharge, waiver, and covenant not to sue shall include but not be limited to any Liabilities caused, in whole or in part, by the negligence (of any type) of any Releasee in connection with Licensed Package or the promotion or marketing thereof. However, such Liabilities shall not include Company’s obligation, under Section 9 above, to replace defective software.
16. Intended Use. It is agreed by the parties that commodity and financial futures, Forex, Crypto, ETF and equities traders in the furtherance of their investment pursuits are the intended users of Licensed Package. Licensed Package is not designed for educational use or uses outside the commodity and financial futures, Forex, Crypto, ETF and equities fields. You hereby represent to Company that You are aware of the risks associated with the commodity and financial futures, Forex, Crypto, ETF and equities fields and any program of trading therein.
17. Export Restrictions. You acknowledge that Licensed Package is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to Licensed Package, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments and shall pay all tariffs, duties, and fees where applicable.
18. Term. This Agreement shall remain in effect until terminated by one or more of the following occurrences: (a) breach by You of any term or condition of this Agreement; provided that, except as set forth below, Company shall give You written notice of such termination at Your last known address; if You fail to cure such breach within ten (10) days after such notice, You shall immediately cease all use of Licensed Package; (b) without notice, upon breach by You of any of the conditions set forth in Section 3 or Section 4 above. Upon termination due to any occurrence enumerated in Subsections 18(a) or 18(b) above, You shall immediately delete and remove from Your computer all versions of Licensed Package (and maintain proof and evidence of your deletion thereof) then in Your possession, without refund or credit and without prejudice to any other rights the Company may have.
19. Refund. Licensed Package may be returned at Your expense for a partial refund (excluding a $495.00 refund processing fee) provided that You meet each of the following conditions: (a) You must contact Company by telephone during its normal business hours to facilitate the deactivation of VantagePoint from Your computer within fifteen (15) days of the Date of Initial Receipt (defined herein); (b)You must delete VantagePoint in its entirety from Your computer and confirm in writing within the Return Period that You have done so; (c) You must execute and returns a License Termination and Release Agreement (the “Termination Agreement”). Upon request by You, at any time either prior to or after executing this Agreement, a copy of the Termination Agreement will be emailed to You by the Company; and (d) Company receives the Termination Agreement executed by You, postmarked within ten (10) days from the date that Company sent the Termination Agreement to You. The Company will only issue the refund amount after all three of the foregoing conditions have been met. If all three of the foregoing conditions have not been met, You shall not be entitled to any refund, notwithstanding Your completion of one or more of the foregoing conditions. Subsequent licensing of additional Updates or components, and/or enabling of VantagePoint Products or Market Applications or add-ons of any kind for the benefit of You do not extend the Return Period for any previous Licensee’s Enabled Product(s), Licensee’s Enabled Applications, or previous versions of VantagePoint. Additional VantagePoint Products and/or Market Applications enabled through a new Registration and operating on Your same computer under Your existing License, in accordance with Sections 2(b) and 2(c)(1), does not establish a new Return Period for the newly enabled VantagePoint Products or Market Applications. It is incumbent on You to call the Company at (813) 973-3875, Monday through Friday, 9:00 AM to 5:00 PM Eastern Standard Time to deactivate VantagePoint from Your computer. IF YOU RETAIN THE LICENSED PACKAGE BEYOND THE RETURN PERIOD, IT IS UNDERSTOOD THAT YOU WILL NOT BE ENTITLED TO A REFUND OF THE FEE PAID BY YOU FOR YOUR ENABLED PRODUCT(S) AND THEIR RESPECTIVE LICENSEE’S ENABLED APPLICATION(S) FOR ANY REASON REGARDLESS OF THE CIRCUMSTANCES.
20. Modifications. Modifications. The Parties agree that this Agreement cannot be changed by any oral statements. Company may update this Agreement from time to time and/or present You with an updated license agreement, which You acknowledge shall replace and supersede any prior agreements. To the fullest extent permitted by applicable law, You acknowledge that: (a) You may not seek a refund related to any updated license agreement, including as outlined in Section 19; (2) Your assent to an updated license agreement is required for You to continue receiving any products and/or services from Company; and (b) Company may suspend or terminate its provision of any products and/or services if You do not timely assent to an updated license agreement. For avoidance of doubt: (1) the Parties agree that Your assent to a separate or updated Agreement (e.g., by clicking the “I Understand and Agree to the Terms” button when presented) is valid and enforceable notwithstanding anything in this paragraph; and (2) Your receipt or use of any Company products or services following Company’s updates to this Agreement shall constitute acceptance thereof.
21. Changes to Licensed Package. The Parties agree that this Agreement shall govern and control all Your obligations with respect to the current version of the Licensed Package licensed to You and that any updated and subsequent versions of Licensed Package provided to You by Company in accordance with Sections 10 and 20 of this Agreement shall be governed by the version of the License Agreement accepted by You when installing such updated and subsequent versions of VantagePoint on Your single computer; provided, however, that, this version of the License Agreement shall control if the installation and/or use of such updated and subsequent versions of VantagePoint are not supported by consideration. Your Obligations with respect to the enabling of additional VantagePoint Product(s) and/or Market Applications on Your existing computer, or the licensing of VantagePoint on Your second computer, shall be governed and controlled by the applicable License in accordance with Section 2(b) and 2(c) of this Agreement at the time the new VantagePoint Products and/or Market Applications are enabled on Your initial computer, or VantagePoint is installed on the Your second computer under a new License.
22. Terms Applicable to Commercial or Enterprise License Only. If You are a business seeking to use License, VantagePoint Products, Market Applications, Licensed Package, Licensed Enabled Products, Licensed Enabled Applications, or any other VantagePoint products or services that are not listed on the foregoing non-exhaustive list (collectively, “VantagePoint Products and Services”) on a non-personal, commercial, or enterprise-wide level, You hereby also expressly agrees to the following:
    1. You represent that You are a duly licensed businessand not an individual personengaging in investment management for one or more third parties for a fee (“Financial Advisory Business”), and that You desires to use the VantagePoint Products and Services for internal purposes and only in connection with Your Financial Advisory Business.
    2. If ever requested by the Company, You shall provide proof to Company (the sufficiency of said proof is determined in Company’s sole and exclusive discretion) that You are engaged in duly licensed Financial Advisory Business.
    3. As an Enterprise License Customer, You agree to pay the Company an annual fee, to be set by Company (“Fees”) for the use of VantagePoint Products and Services in connection with Your Financial Advisory Business. You agree to pay the Fees on or before the date You agreed to this Agreement, or another date determined in Company’s sole discretion (“Due Date”) and You agree to an automatic annual renewal of the Fees on each annual anniversary of the Due Date (“Renewal Date”). In consideration of the payment of these Fees, You may use VantagePoint Products and Services in Your Financial Advisory Business. To avoid any doubt, absent express written permission from the Company, You shall not under any circumstances release, share, distribute, or otherwise provide the results or output derived from the Software or VantagePoint Products and Services to the public, including, without limitation, the clients or customers of Your Financial Advisory Business. . When paid, the Fees required by the terms in this Sub-Section shall satisfy the requirement that You obtain prior written permission from the Company for use of VantagePoint Products and Services in connection with Your Financial Advisory Business. All Fees due under this Sub-Section must be paid in U.S. Dollars and are non-refundable; for avoidance of doubt, Section 19 (“Refunds”) above does not apply, and the applicable terms of this Sub-Section shall control. If You fail to make a payment when due or Company determines that Your representations are inaccurate in its sole and exclusive discretion, Company may terminate the Agreement immediately and/or disable the Software until such time as the delinquent payments and all other amounts due to Company have been paid in full; to the extent the foregoing conflicts with Section 18 above (“Term”), the foregoing shall control.
    4. Upon payment of Fees, You are entitled to one License, unless the Company authorizes You additional Licenses to be installed on Your Computers. You may move one or more of Your Licenses to a different computer used within Your Financial Advisory Business at no additional charge by contacting the Company. If You require additional copies of the Software to be installed on additional computers/workstations, You shall pay for such additional licenses required by contacting the company for the current rate at the time requested. The Software cannot be moved, copied, or otherwise transferred from one computer to another without the Software becoming disabled. Any attempt to circumvent this engineering will result in the Software being disabled by Company.
    5. The Company will notify You of an approaching automatic annual renewal no less than thirty (30) days before the Renewal Date, informing You of any adjustment in the Fees (defined above), which Company shall determine in its sole discretion, as well. You acknowledge and understand that, unless You notify Company of Your desire to cancel or not renew pursuant to this Section, the receipt or use of VantagePoint Products and Services following the Renewal Date shall constitute Your consent to and acceptance of another one-year automatic renewal term along with any adjustment in Fees. It is Your responsibility to ensure that Company has a current and valid credit card, wire transfer, cash payment and/or any other payment method acceptable and approved by the Company on file. If at any time the credit card or other company/financial institution declines a transaction, the Company may in its sole discretion immediately discontinue providing VantagePoint Products and Services to You without notification. You agree that the Company will charge Your credit card or other payment on the Renewal Date, unless: (i) Company notifies You in writing of the Company’s intent to cease providing VantagePoint Products and Services to You; (ii) You notify the Company by email at Support@VantagePointSoftware.com or in writing of Your intent not to further use VantagePoint Products and Services; or (iii) You log into Your account and disable the renewal. For the avoidance of doubt, the Subscription Terms below do not govern any commercial or enterprise license per this Section 22.
    6. Additional Acknowledgements. YOU FURTHER ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS AGREEMENT, HAD SUFFICIENT OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL OF YOUR CHOICE BEFORE ENTERING INTO THIS AGREEMENT AND/OR CONTINUING WITH THE INSTALLATION OF VantagePoint, UNDERSTANDS YOUR RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT, AND THAT THE INSTALLATION BY YOU OF VantagePoint ON THE YOUR COMPUTER IS AN ACCEPTANCE BY YOU OF ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

Subscription(s) Terms

This Agreement governs any and all subscription service(s) (“Subscription(s)” or “Services”) You have accessed, obtained, or requested to assist You with Your VantagePoint Software. For avoidance of doubt, all Subscriptions You have are governed by the terms and conditions of this Agreement:

1. Subscription, Renewal, Cancellation, Refunds, Payments, and Alternative Data.
   1. You acknowledge that the Company Subscriptions are provided on a subscription basis for a set term that You may determine (“Subscription Term”). You consent to having the Company automatically renew Your Subscription Term (“Subscription Renewal”). Each Subscription Term shall automatically renew for subsequent periods of the same length at the end of the initial Subscription Term and on the anniversary dates of each subsequent Subscription Renewal thereafter.
   2. You can cancel Your Subscriptions at any time, and you will continue to have access to service through the end of Your Subscription Term. To cancel, please contact the Company at 813-973-3875 or via email at support@vantagepointsoftware.com
   3. Payments are nonrefundable and there are no refunds or credits for a partially used Subscription. Following any cancellation, however, You will continue to have access to the service through the end of Your current Subscription Term. At any time, and for any reason, the Company may provide a refund, discount, or other consideration to some or all of our Customers (“Credits”). The amount and form of such Credits, and the decision to provide them, are at the Company’s sole and absolute discretion. The provision of credits in one instance does not entitle You to credits in the future for similar instances; nor does it obligate the Company to provide credits in the future, under any circumstance.
   4. The Company will notify You of approaching renewal by email between thirty (30) and forty-five (45) days prior to the expiration of Your Subscription Term. You will also be notified if the price of Your Subscription increases (“Subscription Rate”). At the expiration of Your Subscription Term, the Company will automatically charge Your credit card, wire transfer and/or, cash payment and/or any other payment method the Company has on file for Your new Renewal Subscription Term at the then current Subscription Rate.
   5. It is Your responsibility to ensure that Company has a current and valid credit card on file. If at any time the credit card company declines a credit card transaction, the Company may in its sole discretion discontinue providing Services to You without notification. You agree that the Company will charge Your credit card for renewals on the Renewal Date unless, at least fifteen (15) days prior to the end of the current Subscription Term: (i) Company notifies You by Email or in writing of the Company’s intent not to renew the Your Subscription Term; (ii) You notify the Company by Email at Support@VantagePointSoftware.com or in writing of Your intent not to renew Your Subscription; or (iii) You log into your account and disable auto renewal. Your Services may be offered in conjunction with third parties with the provision of their own products and services (e.g., instructors). TO THE EXTENT THIRD PARTIES ARE UNAVAILABLE, THE COMPANY MAY ENDEAVOR TO PROVIDE ALTERATIVE RESOURCES; BUT THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THE COMPANY IS UNDER NO OBLIGATION TO PROVIDE ALTERNATIVE RESOURCES.
2. Requirements and User Warranties. You must be at least 18 years of age to obtain Services. Individuals under the age of 18 may only utilize the Services with the involvement of a parent or legal guardian, under such person’s account and otherwise subject this Agreement. The Subscription and any content accessed through Company’s Services are for Your personal and non-commercial use only and may not be shared, unless the Company has given you prior consent in writing.You agree to use the Services, including all features and functionalities associated therewith, in accordance with all applicable laws, rules and regulations, or other restrictions on use of the Services or content therein. Except as explicitly authorized by Company through prior consent in writing, You agree not to:
   • Archive, download, reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use content and information contained on or obtained from or through Your Services;
   • Circumvent, remove, alter, deactivate, degrade, block, obscure or thwart any of the content protections or other elements of the Services, including the graphical user interface, any advertising or advertising features, copyright notices, and trademarks;
   • Use any robot, spider, scraper or other automated means to access the Services;
   • Decompile, reverse engineer or disassemble any products or processes accessible through the Services;
   • Insert any code or product or manipulate the content of the Services in any way;
   • Use any data mining, data gathering or extraction method;
   • Upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Services, including any software viruses or any other computer code, files or programs.

   The Company may terminate or restrict Your use of our service if you violate this Agreement or are engaged in illegal or fraudulent use of the Services.

   By using our Services, you agree to look solely to the entity that manufactured and/or sold you the electronic device(s) you use for the Services (“Company Ready Devices”) for any issues related to the Company Ready Devices and their compatibility with the Services. We do not take responsibility for or otherwise warrant the performance of such devices, including the continued compatibility with the Company Services.

3. Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND ALL CONTENT THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH THE SERVICES, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. THE COMPANY DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVCES WILL BE UNINTERRUPTED OR ERROR-FREE. THE COMPAY SPECIFICALLY DISCLAIMS LIABILITY FOR THE USE OF APPLICATIONS, ACCURACY OR AVAILABILIY OF DATA OR INFORMATIO PROVIDED BY THIRD PARTIES (FOR WHICH THE PARTIES ACKNOWLEDGE AND AGREE THAT COMPANY SHALL NOT BE LIABLE).
4. Damages. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL THE COMPANY, OR ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, OWNERS, EMPLOYEES OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER.
5. Termination. Apart from cancellation, described above, this Agreement shall remain in effect until terminated by one or more of the following occurrences:
   1. Suspected breach or attempted breach, as determined in the Company’s sole and absolute discretion, by You of any term or condition of this Agreement; provided that, except as set forth below, the Company shall give You written notice of such termination at the last known address (including email address) the Company has on record for You. If You fail to cure such breach within ten (10) days after such notice, You shall immediately cease all use related to Subscriptions and Services.
   2. Without notice, upon breach by You of any of the conditions, warranties, or representations set forth herein, as determined in the Company’s sole discretion.

   Upon termination due to any occurrence enumerated herein, You shall immediately return to the Company all copies, documentation, and materials (if any), without refund or credit and without prejudice to any other rights the Company may have.

6. Speculative Nature. You acknowledge and understand the speculative nature of the commodities futures and financial markets and recognize the high degree of risk involved in participating in such markets. You acknowledge and understand that the Subscriptions do not provide specific trade recommendations including buy and sell signals, and that You bear the sole risk for all orders for trades placed by You. You also acknowledge that the Subscriptions and Services are not intended to replace Your individual research or receipt of professional investment advice, and that neither the Subscriptions nor Services, nor the Customer Support related to Your use of the Services, constitute the provision of trading advice or an endorsement or recommendation by the Company of any trading methods, programs, systems, or routines, based on, or tailored to, any of Your positions or other circumstances or characteristics. You further acknowledge that individual performance in the financial markets depends upon numerous factors, including individual skills and experience at performing technical analysis, knowledge of and familiarity with the markets, effectiveness of individual decision making and decisiveness, and time availability to devote to analyzing and trading the markets, among other factors.IT IS EXPRESSLY UNDERSTOOD THAT NEITHER THIS AGREEMENT, NOR ANY STATEMENT, REPRESENTATION, OR ASSERTION WITHIN THIS AGREEMENT OR ANY PROMOTIONAL MATERIALS YOU HAVE REVIEWED OR ANY OTHER ORAL OR WRITTEN STATEMENT OR REPRESENTATION MADE BY THE COMPANY OR ITS AGENTS OR REPRESENTATIVES MAKES OR CONSTITUTES ANY GUARANTEE OF, OR REPRESENTATION RELATING TO, PERFORMANCE OF SUBSCRIPTIONS OR SERVICES, AND THAT THE COMPANY ALSO MAKES NO GUARANATEE OF PERFORMANCE EITHER IN THIS AGREEMENT OR OTHERWISE. IT IS ALSO UNDERSTOOD THAT THE COMPANY IS PROVIDING YOU WITH A DATA ACCUMULATION AND DISTRIBUTION TOOL AND NOT A TRADING SYSTEM, AND THAT THE COMPANY MAKES NO REPRESENTATIONS OR GUARANTEES THAT YOU WILL MAKE PROFITS AND/OR NOT SUFFER ANY LOSSES FROM TRADING BASED ON, OR IN RELIANCE ON, SUBSCRIPTIONS OR SERVICES OR THE USE THEREOF. YOU ASSUME FULL RESPONSIBILITY TO MAKE YOUR OWN TRADING DECISIONS INVOLVING ENTRIES, EXITS, AND STOP PLACEMENTS, BASED UPON YOUR OWN ASSESSMENT OF YOUR TRADING STYLE, OBJECTIVES, RISK PROPENSITY, RISK CAPITAL, EXPERTISE AND EXPERIENCE AS A TRADER ALL OF WHICH CAN INFLUENCE YOUR TRADING RESULTS SUCH THAT YOUR PERFORMANCE RESULTS MAY BE BETTER OR WORSE THAN THAT OF OTHER TRADERS INCLUDING THOSE WHO MAY ALSO BE USING SUBSCRIPTIONS AND SERVICES AT THE SAME TIME. UNDER NO CIRCUMSTANCES IS THE COMPANY RESPONSIBLE FOR YOUR TRADING RESULTS OR PERFORMANCE BASED UPON THE TRADING DECISIONS THAT YOU MAKE.
7. Hold Harmless; Indemnification; Release; Covenant Not to Sue. You acknowledge that You are fully aware of the hazards and risks, including financial risks, associated with trading in commodity and financial Futures, Forex, ETF, Cryptocurrency and Equities and the use of the Subscriptions and Services. To the fullest extent permitted by law, in part consideration of the Subscriptions and Services granted herein, You agree to release, indemnify and hold harmless the Company along with any of its parents and affiliated entities (and any respective employees, officers, owners, and agents of the same) (individually, “Releasee”), waive with respect to each Releasee, and covenant not to sue any Releasee for any and all liabilities, claims, demands, actions, causes of action, damages, losses and expenses (including, but not limited to, attorneys’ fees and costs) of any nature whatsoever (collectively, the “Liabilities”) arising out of or in connection with Your use or receipt of the Subscriptions, Services, or Distributed Data (or trading decisions and payment of any fees associated with either), updates or Customer Support. Your obligations to hold harmless, release, discharge, waiver and covenant not to sue shall include but not be limited to any Liabilities caused, in whole or in part, by the negligence (of any type) of any Releasee in connection with Subscriptions, Services, or Distributed Data or the promotion or marketing thereof.
8. Modifications. The Parties agree that this Agreement cannot be changed by any oral statements. The Company may update this Agreement from time to time and/or present You with an updated Agreement, which You acknowledge shall replace and supersede any prior agreements. To the fullest extent permitted by applicable law, You acknowledge that: (a) Your assent to an updated agreement is required for You to continue receiving any products and/or services from Company; and (b) Company may suspend or terminate its provision of any products and/or services if You do not timely assent to an updated agreement. For avoidance of doubt: (1) the parties agree that Your assent to a separate or updated agreement is valid and enforceable notwithstanding anything in this paragraph; and (2) Your receipt or use of any Company products or services following Company’s updates to this Agreement shall constitute acceptance thereof.

General Terms

1. Dispute Resolution/Arbitration. PLEASE READ THIS ARBITRATION PROVISION CAREFULLY. IT AFFECTS YOUR RIGHTS, AND THE RIGHTS OF THOSE TO WHOM YOU PROVIDES ACCESS TO THE SUBSCRIPTIONS, SERVICES, AND YOUR ACCOUNT.
   1. Scope. Except as expressly provided below, Parties agree that to the fullest extent permitted by applicable law, any dispute arising out of or relating in any way to this Agreement, a similar prior agreement, Your account, Your use of the Company’s services or products (including the License), the Subscription(s), the Distributed Data, communications between You and the Company and/or its affiliates, or the relationship between You and the Company and its affiliates (including existing disputes and those occurring prior to the date of this Agreement) (collectively, “Claims”) will, at the election of either Party, be resolved by arbitration, including any dispute about arbitrability, such as scope, applicability, and enforceability. The right and obligation to arbitrate under this Section shall extend to all Claims, including those against or involving third parties such as the Company or its affiliates’ officers, directors, owners, employees, agents, shareholders, members, partners, subsidiaries, joint venturers, or contractors, all of which are intended beneficiaries of this Agreement.
   2. Rules and Selection of Arbitrator. Except as expressly provided herein, any arbitration will be conducted pursuant to the applicable rules (the “Arbitration Rules”) of the American Arbitration Association (“AAA”); except any arbitration relating to, concerning, or arising out VantagePoint Products and Services provided to You in connection with a Financial Advisory Business, including under Section 22 of the License Terms shall be governed by the AAA’s Commercial Arbitration Rules. Should the AAA be unavailable, unable, or unwilling to accept and administer the arbitration of any claim under these arbitration provisions as written, the Parties shall agree on a substitute arbitration organization, such as Judicial Arbitration and Mediation Services (“JAMS”) that will enforce the arbitration provisions as written. The Parties will select a mutually agreeable single arbitrator. But in the event that the Parties are unable to agree, the Parties shall select an arbitrator according to a “strike and rank” procedure whereby the Parties: (a) will request and obtain a list of no less than five (5) arbitrators (subject the qualifications below); (b) within ten (10) days of service of an arbitrator list on the Parties, strike the names of two (2) proposed arbitrators; and (c) rank the remaining arbitrators in order of preference with number 1 being the most preferred ranking. The remaining arbitrator with the highest aggregate ranking of preference shall be selected to serve. If the “rank and strike” procedure fails or results in a tie, the AAA (or a substitute arbitration organization) shall appoint an arbitrator. Any selected arbitrator must have experience litigating and/or presiding over cases involving the substantive legal areas involved in the dispute. The arbitration will be concluded within three months of the date the arbitrator is appointed.
   3. Federal Arbitration Act. Because the Agreement memorializes a transaction in interstate commerce, the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. More information about arbitration, including the Arbitration Rules, is available at www.adr.org or by calling 1-800-778-7879.
   4. Offers and good-faith claims. To the extent not directly inconsistent with the Arbitration Rules, including the AAA’s Commercial Arbitration Rules, (or the rules of a substitute arbitration organization if AAA is unavailable), You and Company agree that either Party may serve upon the other a written offer to settle a Claim (“Settlement Offer”) for the money specified in the Settlement Offer and to enter an agreement dismissing the Claim. If Company makes a Settlement Offer which is rejected by You, Company shall be entitled to recover reasonable attorneys’ fees and expenses incurred by Company (or on Company’s behalf) from the date of the rejection of the Settlement Offer through the later of the entry of the arbitrator’s award or the subsequent confirmation of said award if the arbitrator’s award is one of no liability or the award obtained by You is less than 75 percent of such a Settlement Offer. If You make a Settlement Offer which is rejected by Company and You obtain an arbitrator’s award in an amount greater than 125 percent of the Settlement Offer, You shall be entitled to recover reasonable attorneys’ fees and expenses incurred by You (or on Your behalf) from the date of the rejection of the Settlement Offer through the later of the entry of the arbitrator’s award or the subsequent confirmation of said award. Any finding that a claim or counterclaim violates the standards set forth in Federal Rule of Civil Procedure 11 shall entitle the other Party to recover their attorneys’ fees and costs as well.
   5. Written Notice A Party that intends to seek arbitration must first send to the other a written notice of intent to arbitrate via email (delivery receipt requested), entitled “Notice of Intent to Arbitrate” (“Notice”). The Notice to the Company should be addressed to: Support@VantagePointsoftware.com. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If the Parties do not reach an agreement to resolve the claim within 30 days after VantagePoint acknowledges receipt of the Notice by responding via email, either Party may commence an arbitration proceeding under these terms.
   6. Exclusions and Limitations. The following matters will not be subject to arbitration but will instead be adjudicated in the appropriate court of the state where You are located: (a) an action to enforce intellectual property rights; (b) a suit by the Company, its affiliates, or their assignees for collection of amounts owed by You under this Agreement; and (c) any claim or dispute for which applicable law (as determined by a binding court decision) or the applicable arbitration rules do not permit arbitration and require adjudication in a specific civil court. Matters within the jurisdiction of an applicable small claims court may also be brought in such a court, instead of arbitration. Unless prohibited by applicable law, the substantially prevailing Party in any dispute between the Parties may recover their reasonable costs and fees incurred in connection with such matter, including reasonable attorneys’ fees.
   7. Class Waiver. You also agree that: (a) CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL, NON-CLASS, AND NON-REPRESENTATIVE CAPACITY, AND THAT CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED ABSENT CONSENT OF ALL PARTIES; and (b) TO THE FULLEST EXTENT PERMITTED BY LAW, PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JURY, EVEN FOR DISPUTES NOT SUBJECT TO ARBITRATION.
   8. Appeal. If the arbitrator’s award exceeds $75,000, either Party may appeal such award to a three-arbitrator panel administered by the AAA (or substitute arbitration organization) and selected according to the Arbitration Rules, including the AAA’s Commercial Arbitration Rules, by filing a written notice of appeal within 30 days after the date of entry of the arbitration award. The appealing Party must provide the other Party with a copy of such appeal concurrently with its submission of the appeals notice. The three-arbitrator panel must issue its decision within 120 days of the date of the appealing Party’s notice of appeal. The decision of the three-arbitrator panel shall be final and binding, except for any appellate right which may exist under the Federal Arbitration Act. The Parties may agree that arbitration will be conducted solely on the basis of the documents submitted to the arbitrator, via a telephonic hearing, or by an in-person hearing as established by AAA Rules, including the AAA’s Commercial Arbitration Rules, (or the rules of the substitute arbitration organization).
   9. Right to Opt Out. You can decline this arbitration agreement by timely writing via certified mail or a nationally recognized overnight delivery service that allows Parties to confirm both mailing and delivery to 26908 Ridgebrook Dr., Suite 102, Wesley Chapel, FL 33544 and providing the following information: (1) name; (2) address; (3) phone number; and (4) a clear statement that You wish to opt out of this arbitration agreement. To be effective, the opt-out notice must be mailed no later than 30 days after the date You become bound by the arbitration agreement. Please note that You will continue to be bound by any older arbitration provision that You did not out opt of and any arbitration provision that otherwise governs the Claims.
   10. Mass Arbitration. “Mass Arbitrations” shall be defined and governed by the AAA’s Mass Arbitration Supplementary Rules, available at https://www.adr.org/mass-arbitration (“AAA Mass Arbitration Rules”), or similar rules from a substitute organization, such as JAMS, in the event AAA is unavailable, unable, or unwilling to accept and administer the mass arbitration of any claim under these arbitration provisions.The Parties further agree to the following procedures for Mass Arbitrations:
       1. To abide by subsection (d) above (“Offers and good-faith claims”).
       2. To abide by the following batch arbitration procedures:
          1. Demands between 5 and 25: Appoint a different single arbitrator to administer the merits of each batch of 5 demands.
          2. Demands between 25 and 100: Appoint a different single arbitrator to administer the merits of each batch of 20 demands.
          3. Demands between 101 and 350. Appoint a different single arbitrator to administer the merits of each batch of 50 demands.
          4. Demands between 351 and 650. Appoint a different single arbitrator to administer the merits of each batch of 100 demands.

       To the extent there are demands left over after the batching described above (“Remaining Demands”), those Remaining Demands shall be batched together, with a single different merits arbitrator to administer them. For example, if there are 24 demands, there would be four batches of 5 and one batch of 4. The merits of each batch shall be administrated by different merits arbitrator(s). All procedural and discovery issues that arise before final merits hearing, however, shall be decided by a single procedural arbitrator who shall preside over all batches and be selected per the same process for selecting an arbitrator above. For the avoidance of doubt, the merits arbitrator(s) shall decide evidentiary and similar issues that may arise at a final merits hearing or in connection with a motion that would be dispositive of the merits.

       You and Company agree to cooperate in good faith to implement the batch arbitration process, as well as to take any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This batch arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

   11. Severance, Severability, and Survival. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced, except that if the class action waiver above is found unenforceable, the entirety of the arbitration provisions shall be void, other than the jury waiver provision. The foregoing arbitration provisions shall survive the termination of this Agreement.
2. Governing Law, Jurisdiction, and Venue. This Agreement shall be governed, interpreted and construed in accordance with the laws of the State of Florida. This choice of law provision is intended to operate to the exclusion of (a) any choice of law or other law or provision that would result in this Agreement or any disputes arising out of or related to this Agreement being resolved by the laws of any other state or country and (b) any law or convention that would otherwise apply including, but not limited to, the United Nations Convention on Contracts for the International Sale of Goods. If awarded, the total of all damages due to You shall be in accordance with this Agreement. To the fullest extent permitted by applicable law, and to the extent not inconsistent with Section 1 herein (Dispute Resolution/Arbitration) the Parties hereby both knowingly, voluntarily, intentionally and irrevocably agree to waive any right to have any issue resolved by a jury and cede to the Court all matters of law and fact for resolution. Subject to the dispute resolution and arbitration procedures set forth in Section 1, Parties each agree that the exclusive venue for bringing and maintaining any action arising out of, related to, or in connection with this Agreement shall be in Hillsborough County, Florida or, if there is jurisdiction, the United States District Court for the Middle District of Florida, Tampa Division. Parties agree that, if You bring any action or proceeding against the Company in any other venue in violation of this forum selection clause and the Company is the prevailing Party on a motion to dismiss for improper venue or motion to transfer venue, the Company will be immediately entitled to recover its costs and attorney’s fees associated with such motion. You hereby irrevocably consent to personal jurisdiction in the State of Florida and hereby waive any claim or defense that such venue is not convenient or proper, and consents to service of process by any means authorized by Florida law.9. Successors. It is agreed that the benefits and the burdens of this Agreement shall inure to the benefit of and be binding upon the Company, its successors and assigns, as well as Your heirs, and personal representatives.
3. Attorneys’ Fees. To the fullest extent permitted by applicable law, and subject to the dispute resolution and arbitration procedures herein, in the event the Company should be required to take legal action to enforce any of the provisions of this Agreement, the Company may recover its reasonable attorney’s fees (up to and including any appellate proceedings) and costs from You whether or not formal litigation results. This Section shall be construed as an agreement, independent of any other provision in this Agreement, and the existence of any claim or cause of action on the part of You against Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Company of the provisions of this Section.
4. Construction. Section headings and pronouns are included solely for convenient reference and shall not control the meaning or the interpretation of any of the provisions of this Agreement.
5. Entire Agreement. The Parties agree that this Agreement is the entire agreement regarding the subject matter discussed herein and supersedes any proposal or prior agreement, oral or written, or any other communications between them relating to the subject matter hereof.
6. No Fraud or Reliance on Company Representations. You further acknowledge and agree that You entered into this Agreement based solely upon the terms contained within this Agreement and without relying upon any oral or written inducements, statements or representations by the Company or its agents or representatives that are not set forth in this Agreement.
7. Severability. If any provision of this Agreement is held for any reason to be unenforceable by a court of competent jurisdiction, the remainder of this Agreement will, nevertheless, remain in full force and effect in that jurisdiction.
8. Additional Acknowledgements. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS AGREEMENT, HAD SUFFICIENT OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL OF YOUR CHOICE BEFORE ENTERING INTO THIS AGREEMENT AND/OR CONTINUING WITH THE AGREEMENT, UNDERSTAND YOUR RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT, AND THAT THE USE OR RECEIPT OF THE SUBSCRIPTION, SERVICES, OR DISTRIBUTED DATA IS AN ACCEPTANCE BY YOU OF ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
9. Successors. It is agreed that the benefits and the burdens of this Agreement shall inure to the benefit of and be binding upon Company, its successors and assigns, and You, Your successors, heirs, and personal representatives
10. Consent to Contact. You consent to email, phone, and/or text message communications for marketing purposes from or on behalf of Vantagepoint AI, LLC, including via automated technology, artificial or prerecorded messages, or using artificial intelligence. Consent to communications is not required for any purchase. Message and Data rates may apply. You can withdraw consent at any time by emailing us at optout@vantagepointsoftware.com