End User License Agreement

INVESTANSWERS SUBSCRIPTION AND END USER LICENSE AGREEMENT

This InvestAnswers Subscription and End User License Agreement (this “Agreement”) is entered into between IA Ventures, Inc., doing business as InvestAnswers (together with its Affiliates, “InvestAnswers”) and you as of the Effective Date (as defined below) for your use of one or more of the InvestAnswers Products (as defined below).  You represent to InvestAnswers that you have the authority to enter into this Agreement and are of the legal age of majority in your jurisdiction.  If you do not have such authority, are not of the age of majority, you may not accept this agreement or use any of the InvestAnswers Products.  By accessing, using, or subscribing to any InvestAnswers Product, you agree to this Agreement.  If you do not agree with the terms and conditions of this Agreement, cease use of, delete, and unsubscribe from the InvestAnswers Product, as applicable. 

1. Definitions.

1.1. “Affiliate” means, with respect to InvestAnswers, any entity that directly or indirectly controls, is controlled by, or is under common control with InvestAnswers, along with the directors, officers, employees, agents, contractors, and representatives of InvestAnswers and its affiliated entities.  “Control”, for purposes of this definition, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity.

1.2. “Claims” mean any third-party claims, demands, suits, or legal or government administrative proceedings.

1.3. “Documentation” means any and all InvestAnswers Products user guides and other end user documentation for InvestAnswers Products available on or through any InvestAnswers Products or otherwise provided to you by InvestAnswers, as may be updated by InvestAnswers from time to time.

1.4. “Effective Date” means the earlier of the date you sign this Agreement or the first date of your access or use of one or more InvestAnswers Products in any manner.

1.5. “Feedback” means suggestions, ideas, enhancement requests, feedback, recommendations, error reports, or other information provided by you relating to the features, functionality, or operation of any InvestAnswers Products or any similar product or service.

1.6. “Laws” means any local, state, or national law, treaties, and/or regulations applicable to a respective party.

1.7. “Malicious Code” means viruses, worms, time bombs, Trojan horses, and other malicious code, files, scripts, agents, or programs.

1.8. “Non-InvestAnswers Application” means a web-based, offline, mobile, or other software application functionality that is provided by you or a third party and interoperates with any InvestAnswers Product.

1.9 “Subscriber Data” means all electronic data submitted by or on behalf of you to InvestAnswers or any InvestAnswers Product.

1.10. “Term” means the term of each subscription to a InvestAnswers Products as specified in the applicable subscription order unless earlier terminated in accordance with the terms and conditions of this Agreement and, unless otherwise specified is month-to-month.

2. Products and Services Provided.

2.1.     InvestAnswers Products.  Each “InvestAnswers Indicator”, collectively, the “InvestAnswers Indicators”, is a proprietary trading indicator and/or modeling tool designed for use with TradingView, along with any provided user interface, model management tools, knowledge base, external feeds, Python models, the Documentation if any, along with any included customer support.  One such InvestAnswers Indicators is the InvestAnswers Decision Support System (“IADSS”) is a proprietary collection of trading indicator and modeling tools including, but not limited to, a TradingView user interface, model management tools, a knowledge base, external feeds, Python models, the Documentation, along with customer support.  Notwithstanding the foregoing description, the composition of IADSS and any other InvestAnswers Indicators, Crypto Compendium and SCP Profiler and its features and functionality may change over time without prior notice to you.

Notwithstanding the foregoing description, the composition of any InvestAnswers Product and its features and functionality may change over time without prior notice to you.  Unless otherwise specified in your subscription order, each InvestAnswers Product requires a separate subscription with the exception of the Crypto Compendium and SCP Profiler, which are one-time fees.

2.2. InvestAnswers’ Obligations.  InvestAnswers shall make the InvestAnswers Indicators available to you during the Term pursuant to this Agreement and your subscription order, whether placed directly with InvestAnswers, through Patreon, or otherwise, and grants you a limited, revokable, non-sublicensable, non-exclusive, non-transferable right during the Term to access and use the InvestAnswers Indicators in accordance with and its standard user interfaces and the Documentation, along with reasonable levels of customer support if included in your InvestAnswers Indicators and subscription level, in all cases solely for your personal use.  You agree that your subscription to the InvestAnswers Indicators is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by InvestAnswers or any of its affiliated persons with respect to future features or functionality.  InvestAnswers shall use commercially reasonable efforts to make the InvestAnswers Products continuously available, but certain features, or all of any InvestAnswers Product, may occasionally be inaccessible for maintenance, upgrade, or technical reasons, or reason of a Force Majeure Event.  Additionally, any InvestAnswers Product may contain errors, that InvestAnswers may or may not correct. You shall not be entitled to any extension of the length of your subscription or monetary credit or refund for any periods of unavailability of any InvestAnswers Product or in compensation for any errors you encounter.  Unless otherwise specified in your subscription order, your subscription for each InvestAnswers Product is on a month-to-month basis, and any cancellation will be effective at the end of the current subscription month, U.S. Pacific Time.  InvestAnswers may impose limits on the number of subscriptions and, once cancelled or terminated, InvestAnswers makes no representation that you will be able to re-subscribe immediately, or at any time in the future.

2.3. Your Obligations

(a)  You are solely responsible for all activities conducted under your login(s) or other access to the InvestAnswers Products.  Therefore, you must not share and must safeguard your login information and change your password or and report to InvestAnswers any unauthorized access of which you become aware.  You shall use each InvestAnswers Product through its standard user interfaces in compliance with this Agreement, your subscription order terms, the Documentation, and all applicable Laws and shall not:  (i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to any InvestAnswers Product, or any part thereof, or make it available to or share it or its features or functionality with anyone else; (ii) send or store infringing or unlawful material in connection with your use of the InvestAnswers Product; (iii) send or store Malicious Code in or to the InvestAnswers Product; (iv) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the InvestAnswers Product or the data contained therein; (v) modify, copy, or create derivative works based on the InvestAnswers Product, or any portion of it, or reverse engineer or decompile any InvestAnswers Product software, scripts, or code; (vi) access any InvestAnswers Product or any portion of it for the purpose of building a competitive product or service or copying its features or user interface; (vii) delete, alter, add to, or fail to reproduce in and on the InvestAnswers Product the names IA, InvestAnswers, IADSS, or any copyright, trademark, or other notices appearing in or on the InvestAnswers Product or which may be required by InvestAnswers at any time.

(b)  Any use of the InvestAnswers Product in breach of this Agreement, your subscription or one-time order, or the Documentation that in InvestAnswers’ judgment threatens the security, integrity, availability, or purpose or intention of the InvestAnswers Product may result in InvestAnswers’ immediate suspension of your access to the InvestAnswers Product or termination of your subscription (or your access to all InvestAnswers Products and termination of all subscriptions); however, InvestAnswers will use commercially reasonable efforts under the circumstances to provide you with notice and an opportunity to remedy such violation or threat prior to such suspension or termination.

(c)  You acknowledge that the InvestAnswers Product is a tool, and it is up to you to analyze and decide to act on, or refrain from acting on, any information you derive from the InvestAnswers Product.  You are in control and you are responsible for the results of your decisions and actions.

3. Subscribing Through an InvestAnswers Partner.

This Agreement specifies the terms and conditions under which the InvestAnswers Product will be provided to you by InvestAnswers, whether purchased directly from InvestAnswers or indirectly through a partner such as Patreon, which may require you to agree to additional terms of use, privacy policies, and the like.  Those agreements, your subscription order, and this Agreement shall be read together as a harmonious whole whenever reasonably susceptible to such an interpretation; however, in the event of any conflict between this Agreement and a Patreon or other partner agreement, this Agreement and your subscription order shall control as between you and InvestAnswers.  

4. Confidentiality. 

You agree to protect InvestAnswers’ confidential and proprietary information, which includes all information made available to you in or through the InvestAnswers Product and its source code, as well as all other information made available to you by InvestAnswers, that by its nature is confidential, proprietary, or constitutes a trade secret of InvestAnswers (collectively, “Confidential Information”).  Confidential Information shall not include any information that (a) is or becomes generally known to the public, other than as a result of your act or omission; (b) was rightfully known to you prior to your disclosure without breach of any obligation owed to InvestAnswers; (c) is lawfully received from a third party without breach of any obligation owed to InvestAnswers; or (d) was independently developed by you without breach of any obligation owed to InvestAnswers.  If you are compelled by law to disclose Confidential Information, you shall provide prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at InvestAnswers’ cost as to any actually incurred third-party expenses, if InvestAnswers desires to contest the disclosure.  You agree not to use Confidential Information, along or in conjunction with others, directly or indirectly, to compete with or engage in any unfair competition of unfair business practice relative to InvestAnswers and the InvestAnswers Products.  Due to the unique nature of InvestAnswers’ Confidential Information disclosed hereunder, there may be no adequate remedy at law for a breach of your obligations hereunder, and any such breach may result in irreparable harm to InvestAnswers.  Therefore, upon any such breach or threat thereof by you, InvestAnswers shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to us.  Confidential Information is and shall remain the property of InvestAnswers and is provided to you on an “as is” basis, without warranty of any kind.

5. Ownership and Feedback.

5.1. Your Data.  As between you and InvestAnswers, you own your Subscriber Data.  You grant to InvestAnswers, its Affiliates, and applicable contractors a worldwide, limited-term license to host, copy, transmit, and display Subscriber Data, as reasonably necessary for InvestAnswers to provide the InvestAnswers Products in accordance with this Agreement.  Subject to the limited licenses granted herein, InvestAnswers acquires no right, title, or interest in any Subscriber Data.  You are responsible for the accuracy, quality, and legality of Subscriber Data and the means by which you acquired Subscriber Data, if applicable.

5.2. InvestAnswers’ Ownership of the InvestAnswers Products.   Except for the rights expressly granted under this Agreement, InvestAnswers and its licensors retain all right, title, and interest in and to the InvestAnswers Products, including all related intellectual property rights inherent therein.  InvestAnswers, Math Money Freedom, and IADSS are service marks of InvestAnswers.  No rights are granted to you hereunder other than as expressly set forth in this Agreement.

5.3. Third-Party Trademarks and Affiliations.  TradingView is a service mark of TradingView, Inc.  Python is a service mark of Python Software Foundation.  Patreon is a service mark of Patreon, Inc.  These third parties do not endorse, and are not affiliated with, InvestAnswers or the InvestAnswers Products.

5.4. Feedback.  InvestAnswers shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the InvestAnswers Products and/or its other existing and/or future products and services, including, without limitation, any InvestAnswers (James) website information, blogs, videos, webinars, and the like, any Feedback, and to the extent of the license granted to InvestAnswers hereunder, you waive any so-called moral rights you may have in any of the Feedback.  InvestAnswers shall have no obligation to use Feedback, and you have no obligation to provide Feedback.

6. Subscription Fees and Taxes.

6.1. Subscription Fees. You agree to pay InvestAnswers all fees set forth in your subscription order in accordance with its terms (the “Fees”).  Unless otherwise specified, all subscription fees are due monthly in advance.  Except as otherwise specifically provided in this Agreement, all Fees paid and payable to InvestAnswers hereunder are non-cancelable and non-refundable.  If you fail to pay any Fees due under this Agreement by the due date, or initiate any dispute or credit or debit card chargeback, in addition to any other rights or remedies it may have under this Agreement or by matter of Law, (a) InvestAnswers reserves the right to suspend your access to the InvestAnswers Product upon written notice to you, until such amounts are paid in full, and (b) InvestAnswers will have the right to charge interest at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable Law until you pay all amounts due; provided that InvestAnswers will not exercise its right to charge interest if the applicable charges are under reasonable and good faith dispute and you are cooperating diligently to resolve the issue.

6.2. Taxes.  Fees do not include and may not be reduced to account for any taxes including any local, state, federal, or foreign taxes, levies, duties, or similar governmental assessments of any nature, including value-added, use, or withholding taxes (collectively, “Taxes”).  You are solely responsible for paying all Taxes associated with your purchases hereunder (excluding taxes based on InvestAnswers’ net income or property).

7. Warranties and Disclaimers.

7.1. Limited Warranties.  Each party warrants that it has the authority to enter into this Agreement.  InvestAnswers warrants that during the applicable Term: (a) the licensed InvestAnswers Product shall perform materially in accordance with its Documentation, if any; (b) InvestAnswers will employ commercially reasonable efforts to keep the InvestAnswers Product continually available, subject to any routine maintenances, upgrade, or technical limitations, and any Force Majeure Event.  In the event that InvestAnswers is unable to provide the service subject to the foregoing limitations, within a reasonable time of receipt of written notice from you detailing the breach, then you shall be entitled to terminate your subscription and receive a pro-rata refund of any prepaid, unused Fees for the non-conforming service.  The remedies set forth in this subsection shall be your sole remedy and InvestAnswers’ entire liability for breach of these warranties unless the breach of warranties constitutes a material breach of this Agreement and you elect to terminate this Agreement in accordance with Section 10.2 entitled “Termination”.  The warranties set forth in this subsection shall apply only if you have utilized the InvestAnswers Product in accordance with the Documentation, this Agreement, and applicable Law.

7.2. General Disclaimer.  EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH UNDER SECTION 7.1, INVESTANSWERS AND ITS SUPPLIERS, PARTNERS, AND AFFILIATES HEREBY DISCLAIM ALL WARRANTIES RELATING TO THE InvestAnswers ProductS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  INVESTANSWERS DOES NOT GUARANTEE THAT THE INVESTANSWER PRODUCT WILL BE AVAILABLE CONTINUOUSLY OR AT ANY PARTICULAR TIME, AND IS NOT RESPONSIBLE FOR ANY LOST PROFITS OR LOST BUSINESS OPPORTUNITIES RESULTING FROM ANY ERROR CONTAINED IN ANY INVESTANSWERS PRODUCT OR YOUR INABILITY TO ACCESS ANY InvestAnswers Product AT ANY PARTICULAR TIME.  THE PARTIES ARE NOT RELYING AND HAVE NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED.  INVESTANSWERS MAKES NO WARRANTY REGARDING ANY NON-INVESTANSWERS APPLICATION WITH WHICH THE SERVICE MAY INTEROPERATE.

7.3. Financial Disclaimer.  WITHOUT LIMITING THE APPLICATION OF THE FOREGOING DISCLAIMERS PURSUANT TO SECTION 7.2, INVESTANSWERS PROVIDES THE FOLLOWING, ADDITIONAL DISCLAIMERS:  InvestAnswers does not provide financial, investment, tax, or legal advice.  None of the content on or in IADSS or any other InvestAnswers Product, or available through public InvestAnswers channels constitutes financial, investment, tax, or legal advice and should not be taken as such; all such content is intended only for educational and entertainment purposes.  InvestAnswers (James) shares some of his trades as learning examples but they are only relevant to his specific portfolio allocation, risk tolerance, and financial expertise, may not constitute a comprehensive or complete discussion of such topics and should not be emulated.  The content of InvestAnswers videos are solely the opinions of the speaker(s), who are not licensed financial advisors or registered investment advisors.  Trading equities or cryptocurrencies poses considerable risk of loss.  Kindly use your judgment and do your own research at all times.  You are solely responsible for your own financial, investing, and trading decisions.

8. Limitation of Liability.

8.1. Limitation of Liability.  IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF (a) THE TOTAL AMOUNT PAID BY YOU TO INVESTANSWERS OR TO AN INVESTANSWERS PARTNER SUCH AS PATREON HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12)-MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, OR (b) ONE HUNDRED U.S. DOLLARS ($100.00).  THE FOREGOING LIMITATION SHALL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THE “FEES” SECTION ABOVE AND WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

8.2. Excluded Damages.  IN NO EVENT WILL EITHER PARTY (OR INVESTANSWERS’ AFFFILIATES) BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY FOR ERROR OR INTERRUPTION OF USE, LOSS, OR INACCURACY OR CORRUPTION OF DATA, COVER, LOST PROFITS, OR REVENUES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  THE FOREGOING EXCLUSIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

9. Indemnification.  You will defend InvestAnswers and its Affiliates from any and all Claims brought against InvestAnswers alleging a violation of a third party’s rights arising from your provision or use of Subscriber Data or use or misuse of the InvestAnswers Products.  You will indemnify InvestAnswers and its Affiliates for all damages, costs, reasonable attorneys’ fees finally awarded by a court of competent jurisdiction, or paid to a third party in accordance with a settlement agreement signed by you, in connection with such Claims; provided, however, that any such settlement must be pre-approved by InvestAnswers and InvestAnswers reserves the right to participate in the defense of any or all Claims at its own expense.

10. Term, Termination, and Effect of Termination.

10.1. Term. The term of this Agreement commences on the Effective Date and continues until the stated term in the subscription order and all subsequent renewals have expired or this Agreement has otherwise been terminated.  Except as otherwise specified in a subscription order, subscriptions to your InvestAnswers Products will automatically renew for additional terms equal to the expiring Term, unless and until either party gives the other notice of non-renewal prior to the end of the then-current Term.  You can cancel your subscription on the InvestAnswers website or through the partner you purchased the subscription from, e.g., Patreon.

10.2. Termination.  Either party may terminate this Agreement by written notice to the other party (a) in the event the other party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice, or (b) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. 

10.3. Effect of Termination.  Upon expiration or termination of this Agreement for any reason, all rights and subscriptions granted to you will immediately terminate and you will cease using the applicable InvestAnswers Products and Confidential Information.  Termination for any reason other than termination for cause by you pursuant to Section 10.2(a) shall not relieve you of the obligation to pay all future amounts due under a subscription order for the remainder of the Term, and shall not entitle you to a refund.  The sections titled “Definitions”, “Confidentiality”, “Ownership and Feedback”, “Fees and Taxes”, “Warranties and Disclaimers”, “Limitation of Liability”, “Indemnification”, “Term, Termination, and Effect of Termination”, and “General Provisions” shall survive any termination or expiration of this Agreement.

11. General Provisions

11.1. Assignment.  Neither the rights nor the obligations arising under this Agreement are assignable, transferable, licensable, or sub-licensable by you, and any such attempted assignment or transfer shall be void and without effect.  InvestAnswers may assign or transfer this Agreement upon written notice to you.  InvestAnswers may use and delegate certain of its obligations hereunder to one or more contractors or vendors to assist it with providing you with the InvestAnswers Products.

11.2.  Governing Law, Attorneys’ Fees, and Severability.  This Agreement and any disputes arising out of or related hereto shall be governed by the laws of the State of Nevada, without giving effect to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods.  With respect to all disputes arising out of or related to this Agreement, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Washoe County, Nevada, USA.  Each party hereby irrevocably waives his, her, or its right to a trial by jury.  In any action to enforce this Agreement, the prevailing party will be entitled to reasonable costs and attorneys’ fees.  In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

11.3. Notices.  All legal notices shall be in writing and effective upon:  (a) personal delivery, (b) upon delivery or refusal of delivery after deposit with a recognized, trackable overnight courier, or (c) the  day  of sending by  email (except for notices of termination and  indemnifiable  Claims), if  to  InvestAnswers, then to info@investanswers.us, or if to you, you then to the email address you have provided to us with your order or subsequently updated us with, with the words “Legal Notice” in the subject line.  Other notices to you may be provided by email to the email address you have provided to us with your order or subsequently updated us with.

11.4. Force Majeure.  If the performance of this Agreement or any obligation hereunder (other than obligations of payment of Fees) is prevented or restricted by reasons beyond the reasonable control of a party including but not limited to computer related attacks, hacking, or acts of terrorism (a “Force Majeure Event”), the party so affected shall be excused from such performance and liability to the extent of such prevention or restriction.

11.5. Independent Contractors.  The parties shall be independent contractors under this Agreement, and nothing herein shall constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose.  There are no third-party beneficiaries under this Agreement.

11.6. Export Compliance.  Each party represents that it is not named on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, nor controlled by or acting on behalf of any such persons or entities, and you agree not to access or use the InvestAnswers Products in any manner that would cause any party to violate any U.S. or international embargo, export control law, or prohibition.

11.7. Entire Agreement. This Agreement, together with the subscription order, constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all prior or contemporaneous written or oral agreements existing between the parties hereto, including any prior end user license agreements related to the subject matter hereof are expressly superseded by this Agreement.  In the event of any conflict or inconsistency among the following documents, the order of precedence shall be:  (a) the applicable subscription order between you and InvestAnswers, (b) this Agreement, (c) the Documentation, and (d) any other agreement between you and InvestAnswers unless it specifically refers to this Agreement and indicates it takes precedence, and (e) any other agreement you have with an InvestAnswers partner such as Patreon.  No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties hereto.  Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.

11.8. Amendment. This Agreement may be amended as follows:  (a) by mutual agreement of the parties, and (b) by notice to you effective the next renewal of your subscription Term (generally, the start  of the following month of your subscription Term).  For purposes of this Section 10.8, notice to you by InvestAnswers includes posting an amended version of this Agreement with an updated revision date listed below.  It is your responsibility to check for revisions from time to time, even if we do not specifically notify you of a change.

11.9. Execution.  This Agreement, together with the subscription order between you and InvestAnswers, may be executed in counterparts, electronically, or by signature delivery by fax or email, all of which will together constitute one original agreement.  Using or accessing, and continuing to use or access, any InvestAnswers Product constitutes your binding signature on this Agreement and agreement with its terms and conditions.