THIS PRICESERIES SUBSCRIBER AGREEMENT (“AGREEMENT”) IS A BINDING LEGAL AGREEMENT BETWEEN PRICESERIES. (“PRICESERIES”), WITH MAILING ADDRESS PO BOX 2574, SUNNYVALE, CA 94087. AND “YOU” (“YOU” OR “YOUR”), THE INDIVIDUAL USER WHO HAS DOWNLOADED, INSTALLED, ACCESSED, USED, OR SUBSCRIBED TO: ANY PRICESERIES SOFTWARE OR PRODUCTS OFFERED OR PROVIDED BY PRICESERIES, INCLUDING BUT NOT LIMITED TO, PRICESERIES AND/OR ANY PRICESERIES SOFTWARE/APPLICATIONS FOR MOBILE TELEPHONES, IPHONES®, OR OTHER MOBILE COMMUNICATIONS DEVICES (COLLECTIVELY THE “SOFTWARE”); ANY OF PRICESERIES’S SUBSCRIPTION-BASED SERVICES, INCLUDING BUT NOT LIMITED TO PRICESERIES’S ALGORITHMIC STOCK ANALYSIS SERVICES (COLLECTIVELY THE “SUBSCRIPTION SERVICE”); AND/OR ANY FREE TRIAL OF THE SOFTWARE OR SUBSCRIPTION SERVICE. ALL FREE TRIALS ARE GOVERNED BY THIS AGREEMENT UNDER THE SAME TERMS AND CONDITIONS AS THE SUBSCRIPTION SERVICE; THEREFORE, THE WORDS “SUBSCRIPTION SERVICE” IN THIS AGREEMENT ALSO INCLUDE FREE TRIAL PERIODS.
THE TERMS AND CONDITIONS OF THIS AGREEMENT GOVERN THE USE OF THE SOFTWARE AND SUBSCRIPTION SERVICE. PLEASE REVIEW THESE TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING ANY PART OR PORTION OF THE SOFTWARE OR SUBSCRIPTION SERVICE.
FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS:
1. GRANT OF LICENSE
1.1 In consideration for the annual or monthly service fees paid by You, during the Term of Your Subscription Service, and/or for other good and valuable consideration, priceSeries grants You a single, non-exclusive, non-transferable, non-sublicensable, and limited personal non-commercial license to access and use the Software and to receive any data, information, and services provided by the Subscription Service. The Software and any data, information, and services provided by the Subscription Service are for personal, non-commercial use only. You may download or install the Software and any data, information, and services provided by the Subscription Service to as many personal computers, mobile telephones, iPhones®, or other mobile communications devices as you wish to the extent Software is available for and compatible with the same, but you are limited to only one simultaneous login. Any copy or portion of the Software and any data, information, and services provided by the Subscription Service You access may only be accessed by You personally, via Your personal user name and password. You must choose a personal user name and password for Your exclusive use. You agree to provide true, accurate, current and complete information about Yourself.
1.2 In addition to the other terms and conditions of this Agreement, You shall NOT:
Use, copy, modify or transfer the Software or any data or information provided by the Subscription Service, in whole or in part, including screen shots, except as provided in Section 1.1 above or without written permission from priceSeries;
Decompile, disassemble or reverse engineer or otherwise attempt to derive or interfere with the code for the Software; Adapt, alter, or create derivative works based on the Software or Help File or any data or information provided by the Subscription Service, without written permission from priceSeries; Use the Software or any data or information provided by the Subscription Service, on any service bureau or simultaneously on more than one (1) workstation in any interactive cable, wireless, or other network of single user computers;
Sell, rent, lend, provide, or lease the Software, your user name or password, or any data or information provided by the Subscription Service, to or from another party; Use the Software or Subscription Service for non-personal, commercial purposes;
Display, perform, or publish the Software or any data or information provided by the Subscription Service, or any portion thereof, including results of the priceSeries stock analysis, either publicly or to a third party, without written permission from priceSeries;
Display, perform, or publish any results of benchmark tests run on the Software, or on any data or information provided by the Subscription Service, either publicly or to a third party, without prior and express written permission from priceSeries; and
Obscure, alter, replace, or remove any trademarks, copyrights or other intellectual property notices on or associated with the Software, the Subscription Service, or any priceSeries web sites. Hire, solicit for hire, or retain, outside of this Agreement but for purposes within the scope of this Agreement, the services of priceSeries’s employees, during the period of time priceSeries provides goods or services to You under this Agreement, and for six months thereafter. If You breach this provision, in any respect, You agree to pay priceSeries, as liquidated damages, four times the said priceSeries employee’s annual salary.
Mention or use the priceSeries name, or any trademarks of priceSeries, or any images or copyrights or other materials or property of priceSeries, in any non-personal or commercial publications, documents, printed matter, marketing, or advertising materials, in any format or medium, including electronic and online, on websites or in domain names, without the express prior written permission of priceSeries. Any such unauthorized uses by You of the priceSeries name, or any trademarks of priceSeries, or any images or copyrights or other materials or property, are hereby assigned by You to priceSeries, along with all rights, title, interests and goodwill related thereto.
Imply, directly or indirectly, that priceSeries provides, endorses, sponsors, certifies, is connected with, is related to, is affiliated with, or approves any of Your conduct or content, websites, products, or services, in any capacity, even if in connection with the Subscription Service, without the express prior written permission of priceSeries.
1.3 In addition to the other terms and conditions of this Agreement, You shall:
Comply with all applicable worldwide rules, laws, codes, and regulations related to the Subscription Service, and related to trading, securities, investing, and otherwise, including but not limited to any reporting requirements to all applicable government and regulatory agencies and authorities worldwide.
2. TERM AND TERMINATION
2.1 This Agreement shall commence upon first installation, download, copy, or use of the Software or Subscription Service by You, whether the Software is provided as a trial copy, as a fully licensed version, or any other form. Your use of any form, part, or portion of the Software or Subscription Service, whether temporary or not, is considered acceptance of this Agreement in its entirety.
2.2 priceSeries reserves the right to increase the annual and monthly subscription fees from time to time, and to apply any new subscription fees at the time of renewal of Your monthly or annual Subscription Service.
2.3 Your subscription and service will continue until canceled or terminated as provided herein. UNLESS YOU NOTIFY US THAT YOU WISH TO CANCEL THE SUBSCRIPTION SERVICE, WE WILL AUTOMATICALLY RENEW THE SUBSCRIPTION SERVICE ON A PERIODIC BASIS; INCLUDING ANY MONTHLY OR ANNUAL SUBSCRIPTIONS, AS LONG AS WE CONTINUE TO CARRY THE SUBSCRIPTION SERVICE.
2.4 Both You and priceSeries may cancel the Subscription Service at any time, at-will. priceSeries may cancel the Subscription Service without Notice to You. Upon termination by either You or priceSeries, priceSeries will promptly cancel any monthly subscription You may have on the date of expiration of the current monthly period. If You are a monthly subscriber, no refunds will be given. If You are an annual subscriber, You may receive a prorated refund for the unused portion of the annual Subscription Service, based on the date or termination. A 6% service charge will be applied to all refunds. Notification of termination by You shall be made to priceSeries via telephone at priceSeries’s then current customer service number. All telephone calls to priceSeries regardless of their nature may be recorded for quality assurance purposes, and You hereby consent to the recording of the same. Sections 1.2, 1.3, 2.6, 3, 4, 5, 6, 7, 8 and 9 of this Agreement shall survive the expiration or termination of Your subscription and this Agreement.
2.5 IF YOU TRANSFER POSSESSION OF ANY COPY OR MODIFICATION OF THE PROGRAM TO ANOTHER PARTY OR IF YOU FAIL TO COMPLY WITH ANY TERM OR CONDITION OF THIS AGREEMENT, YOUR LICENSE IS AUTOMATICALLY TERMINATED.
2.6 Upon termination of this Agreement, by any party, for any reason, You agree to destroy the Software together with all copies and modifications in any form.
3. LIMITED WARRANTY AND REPRESENTATIONS
3.1 priceSeries warrants that (1) the documentation provided with the Software and any updates thereto are substantially complete and contain all the information priceSeries deems necessary to use the Software; (2) the Software functions substantially as described in the Help File; and (3) the disk, or media on which the Software is provided, is not defective and the Software is properly recorded upon such media.
3.2 priceSeries represents that it has taken reasonable precaution to ensure that to the best of priceSeries’s knowledge, the Software does not contain (1) any virus or similar code that may destroy, modify, alter, or cause the deliberate destruction, modification or alteration, in whole or in part, of any of Your equipment, devices or the Software or (2) other computer software routine or hardware components that are designed (i) to deliberately permit unauthorized access or use by third parties of the Software installed on Your equipment, (ii) to deliberately disable or damage hardware or deliberately damage, erase or delay access to software or data installed on Your equipment, or (iii) to deliberately perform any other similar actions.
3.3 The sole and exclusive remedy for breach of this Limited Warranty is replacement of defective Software media. This Limited Warranty is for the duration of the subscription to the Subscription Service and is extended only to You personally.
3.4 EXCEPT AS PROVIDED ABOVE AND SUBJECT TO ANY CONTRARY PROVISIONS OF APPLICABLE STATE LAW, PRICESERIES DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR SUITABILITY OF THE SOFTWARE AND SUBSCRIPTION SERVICE AND ANY RELATED PRODUCTS AND SERVICES AND ANY WARRANTY COVERAGE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE SOFTWARE OR SUBSCRIPTION SERVICE OR ANY RELATED PRODUCTS AND SERVICES. PRICESERIES SPECIFICALLY DISCLAIMS WARRANTY COVERAGE FOR ANY INFORMATION OR DATA PROVIDED THROUGH THE SOFTWARE. EXCEPT AS OTHERWISE PROVIDED ABOVE, THE SOFTWARE, THE DATA AND INFORMATION DOWNLOADED AND AVAILABLE PURSUANT TO THIS AGREEMENT, THE USER GUIDES OR OTHER DOCUMENTATION, AND ANY RELATED PRODUCTS AND SERVICES ARE ALL PROVIDED “AS IS.”
4. LIMITATION AND WAIVER OF LIABILITY
IN NO EVENT WILL PRICESERIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES) FOR ANY TORT, CONTRACT OR ANY OTHER LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR RELIANCE ON THE SOFTWARE, SUBSCRIPTION SERVICE, PRICESERIES WEBSITES, DATA, INFORMATION OR RELATED PRODUCTS OR SERVICES PROVIDED BY PRICESERIES OR ITS EMPLOYEES OR AGENTS, EVEN IF WE ARE SOLELY NEGLIGENT. PRICESERIES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY, REGARDLESS OF THE FORM OF ACTION, AND EVEN IF PRICESERIES HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES, FOR ANY LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER, RESULTING FROM: (i) THE USE OF OR INABILITY TO USE THE SOFTWARE OR SUBSCRIPTION SERVICE; (ii) THE ACCURACY OF ANY DATA RELATED TO OR PROVIDED IN ASSOCIATION WITH THE SOFTWARE OR SUBSCRIPTION SERVICE, INCLUDING ANY ERRORS OR OMISSIONS CAUSED BY PRICESERIES’S OWN NEGLIGENCE; (iii) ANY INVESTMENT OR TRADING ADVICE PROVIDED BY PRICESERIES EMPLOYEES OR AGENTS; (iv) THE COST OF GETTING SUBSTITUTE PRODUCTS OR SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM OR IN RELIANCE UPON PRICESERIES, THE SOFTWARE, OR THE SUBSCRIPTION SERVICE; OR (v) FOR ANY OTHER CLAIM BY YOU OR ANOTHER PARTY RELATED TO THE SOFTWARE, SUBSCRIPTION SERVICE, OR ANY RELATED PRODUCTS OR SERVICES.
ALTHOUGH PRICESERIES TRIES TO PROVIDE ACCURATE AND TIMELY INFORMATION ON ITS WEBSITES AND THROUGH ITS SOFTWARE AND SUBSCRIPTION SERVICE, THERE MAY FROM TIME TO TIME BE INADVERTENT TECHNICAL OR FACTUAL INACCURACIES AND TYPOGRAPHICAL ERRORS, AS WELL AS DATA AND INFORMATIONAL ERRORS. PRICESERIES RESERVES THE RIGHT TO MAKE CHANGES AND CORRECTIONS AT ANY TIME TO ANY ERRORS, WITHOUT NOTICE OR LIABILITY TO YOU OR ANY THIRD PARTY. THE INFORMATION AND DATA PROVIDED THROUGH PRICESERIES’S SOFTWARE, SUBSCRIPTION SERVICE, AND ANY OTHER RELATED PRODUCTS AND SERVICES, IS PROVIDED “AS-IS” AND “AS-AVAILABLE.” PRICESERIES DOES NOT REPRESENT, WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF THE DATA, INFORMATION, TEXT, GRAPHICS, LINKS OR ANY OTHER ITEMS PROVIDED BY PRICESERIES. PRICESERIES EXPRESSLY DISCLAIMS ALL LIABILITY FOR, AND SHALL HAVE NO LIABILITY TO YOU OR ANY OTHER PARTY FOR, ERRORS, INACCURACIES, UNRELIABILITY, OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY DATA OR INFORMATION CONTAINED IN THE SOFTWARE, THE SUBSCRIPTION SERVICE, PRICESERIES REALTIME, AND ANY PRICESERIES WEBSITES, OR OTHER PRODUCTS OR SERVICES, EVEN IF THE RESULT OF OUR NEGLIGENCE. PRICESERIES EXPRESSLY DISCLAIMS ALL LIABILITY FOR, AND SHALL HAVE NO LIABILITY TO YOU OR ANY OTHER PARTY FOR, YOUR RELIANCE ON THE ACCURACY, TIMELINESS, OR RELIABILITY OF ANY INFORMATION AND DATA PROVIDED BY PRICESERIES, INCLUDING BY THE SOFTWARE, THE SUBSCRIPTION SERVICE, PRICESERIES REALTIME, AND ANY PRICESERIES WEBSITES, OR OTHER PRODUCTS OR SERVICES. PRICESERIES MAY MAKE CHANGES TO INFORMATION OR DATA AT ANY TIME AND MAKES NO COMMITMENT TO UPDATE THE INFORMATION OR DATA PROVIDED BY PRICESERIES AS PART OF THE SOFTWARE OR SUBSCRIPTION SERVICE OR AS PART OF ANY OTHER RELATED PRODUCTS OR SERVICES. YOU ASSUME THE ENTIRE RISK AS TO THE USE OF AND RELIANCE ON THE SOFTWARE AND SUBSCRIPTION SERVICE OR ON ANY OTHER RELATED PRODUCTS OR SERVICES. YOU HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION AGAINST PRICESERIES FOR BREACH OF CONTRACT, BREACH OF WARRANTY (EXCEPT FOR THE LIMITED WARRANTY IN SECTION 3.1), OR NEGLIGENCE, RELATED TO THE SOFTWARE, THE SUBSCRIPTION SERVICE, OR ANY RELATED PRODUCTS OR SERVICES.
IN NO EVENT SHALL PRICESERIES LIABILITY UNDER THIS AGREEMENT, IF ANY, EXCEED THE SUBSCRIPTION FEE PAID BY YOU FOR THE SUBSCRIPTION TERM IN WHICH THE ALLEGED EVENT CREATING LIABILITY AROSE.
EXCEPT AS LIMITED OR RESTRICTED ELSEWHERE BY THIS AGREEMENT, THE PREVAILING PARTY IN ANY LITIGATION OR ARBITRATION ARISING OUT OF THIS AGREEMENT SHALL BE PAID, IN ADDITION TO ANY OTHER RELIEF, ITS REASONABLE ATTORNEYS FEES FOR SUCH LITIGATION OR ARBITRATION, BY THE NON-PREVAILING PARTY, WITHIN THIRTY DAYS OF THE FINAL CONCLUSION OF THE PROCEEDING.
5.1 PRICESERIES IS COMPRISED OF REPORTS EMBODYING A UNIQUE SYSTEM OF STOCK ANALYSIS. ALL CONTENTS AND RECOMMENDATIONS ARE BASED ON DATA AND SOURCES BELIEVED TO BE RELIABLE, BUT ACCURACY AND COMPLETENESS CANNOT BE GUARANTEED. ALL SOFTWARE, SUBSCRIPTION SERVICE, INFORMATION, DATA, REPORTS AND CONTENT PROVIDED BY PRICESERIES ARE FOR INFORMATIONAL, EDUCATIONAL, AND/OR ENTERTAINMENT PURPOSES ONLY. NOTHING ON PRICESERIES’S WEBSITE, OR IN THE SOFTWARE OR AS PART OF THE SUBSCRIPTION SERVICE, IS A RECOMMENDATION, ADVICE, OR SOLICITATION TO BUY, SELL OR HOLD STOCKS, SECURITIES, BONDS, FUTURES OR OTHER INVESTMENTS OR FINANCIAL INSTRUMENTS. YOU SHOULD NOT CONSTRUE ANY DATA OR INFORMATION PROVIDED BY PRICESERIES AS LEGAL, TAX, INVESTMENT, FINANCIAL OR OTHER ADVICE.
5.2 PRICESERIES REPRESENTATIVES ARE NOT AUTHORIZED, TRAINED OR PERMITTED TO PROVIDE INVESTMENT OR TRADING ADVICE OR TO SOLICIT ORDERS. PRICESERIES IS NOT RESPONSIBLE FOR ANY ACTIONS TAKEN AS A RESULT OF ANY INVESTMENT OR TRADING INFORMATION OR ADVICE PROVIDED BY A PRICESERIES REPRESENTATIVE OR EMPLOYEE AS A RESULT OF COMMUNICATIONS FROM OR TO YOU VIA EMAIL, TELEPHONE OR OTHERWISE, AND SUCH INFORMATION OR ADVICE RECEIVED BY YOU SHOULD NOT BE RELIED UPON OR CONSIDERED ACCURATE FOR ANY REASON.
5.3 YOU AGREE THERE ARE RISKS INVOLVED IN IMPLEMENTING INVESTMENT STRATEGIES AND STOCK INVESTMENTS IN GENERAL. YOU AGREE THAT FUTURE RESULTS MAY NOT BE PROFITABLE OR EQUAL TO REPRESENTATIONS OF PAST PERFORMANCE; REAL, INDICATED OR IMPLIED. YOU ALONE ASSUME SOLE RESPONSIBILITY FOR ANY INVESTMENT DECISIONS YOU MAKE BASED ON THE SOFTWARE, THE SUBSCRIPTION SERVICE, OR ANY DATA, INFORMATION, PRODUCTS OR SERVICES PROVIDED BY PRICESERIES. PRICESERIES, ITS EMPLOYEES, AGENTS, OR AFFILIATES ARE NOT RESPONSIBLE FOR ANY LOSSES YOU MAY INCUR AND YOU AGREE NOT TO HOLD PRICESERIES LIABLE OR RESPONSIBLE FOR ANY POSSIBLE CLAIM FOR DAMAGES ARISING FROM ANY DECISION YOU MAKE BASED ON DATA OR INFORMATION MADE AVAILABLE TO YOU BY PRICESERIES, THE SOFTWARE, THE SUBSCRIPTION SERVICE, OR ANY DATA, INFORMATION, PRODUCTS OR SERVICES PROVIDED BY PRICESERIES, EVEN IF WE ARE SOLELY NEGLIGENT.
6. USE AND OWNERSHIP OF THE PRICESERIES INTELLECTUAL PROPERTY
6.1 priceSeries, priceSeries ProGraphics, priceSeries ProTrader, and the logostyle, geometric designs are, individually and collectively, trademarks or service marks owned by priceSeries. All other products mentioned in the Software, on the priceSeries website, or as part of the Subscription Service are registered trademarks or trademarks of their respective companies.
6.2 The Software, the Subscription Service, all priceSeries websites, and accompanying materials are Copyright 2002-2008 by priceSeries, all rights reserved.
6.3 You may not use any of priceSeries’s trademarks, copyrighted materials, web sites, data, information, web site content, web site screenshots, online screenshots, Software screenshots, backtesting, or other proprietary information and/or data without express prior written consent and approval from priceSeries.
7. CONSENT TO DISCLOSURE TO GOVERNMENTS OF YOUR ACCOUNT INFORMATION
YOU HEREBY AUTHORIZE PRICESERIES TO DISCLOSE TO ANY AND ALL GOVERNMENT AND REGULATORY AGENCIES OR AUTHORITIES OF ANY KIND WORLDWIDE, INFORMATION REGARDING YOUR IDENTITY, ACCOUNT DETAILS, ACCOUNT INFORMATION, PERSONALLY IDENTIFIABLE INFORMATION, ADDRESS, LOCATION, AND CONTACT DETAILS, WITHOUT ANY PRIOR NOTICE TO YOU, AND WITHOUT ANY LIABILITY TO PRICESERIES OR CLAIMS AGAINST PRICESERIES WHATSOEVER FOR SUCH DISCLOSURES.
8. CONSENT TO RECEIVE PRE-RECORDED TELEPHONE SOLICITATIONS AND/OR TELEMARKETING SALES CALLS
8.1 IF YOU DO NOT AGREE TO ELECTRONIC EXECUTION OF THIS AGREEMENT, OR DO NOT AGREE TO ELECTRONICALLY ASSENTING TO THIS AGREEMENT, DO NOT ASSENT TO OR EXECUTE THIS AGREEMENT, AND REQUEST A PAPER COPY OF THIS AGREEMENT FOR EXECUTION, BY EMAILING US AT [email protected], OR WRITING TO US AT PRICESERIES. PO BOX 2574, SUNNYVALE, CA 94087.
8.2 BY ASSENTING TO, CLICKING “I AGREE”, SIGNING, OR EXECUTING THIS AGREEMENT, WHETHER IN PAPER OR ELECTRONIC FORM, YOU EXPRESSLY HEREBY CONSENT TO RECEIVING, AND AUTHORIZE PRICESERIES AND THOSE IT CONTRACTS WITH ON ITS BEHALF TO PLACE AND MAKE, TELEPHONE SOLICITATIONS AND TELEMARKETING SALES CALLS (RELATED TO PRICESERIES, THE PRICESERIES SOFTWARE, SUBSCRIPTION SERVICES, AND OTHER PRICESERIES PRODUCTS AND SERVICES) THAT DELIVER PRE-RECORDED MESSAGES TO THE TELEPHONE NUMBERS YOU DESIGNATE AND PROVIDE TO PRICESERIES.
8.3 IF AT ANY TIME YOU DO NOT, OR NO LONGER CONSENT TO OR AUTHORIZE SUCH TELEMARKETING SALES CALLS AS DESCRIBED ABOVE, OR WISH TO OPT-OUT FROM RECEIVING SUCH CALLS, YOU HAVE THE RIGHT, AT ANY TIME, TO WITHDRAW YOUR CONSENT TO RECEIVING PRE-RECORDED TELEPHONE SOLICITATIONS AND TELEMARKETING SALES CALLS RELATED TO PRICESERIES, AND TO OPT OUT FROM RECEIVING THE SAME, WITHOUT ANY FEES OR CHARGES. TO WITHDRAW YOUR CONSENT OR TO OPT OUT, PLEASE NOTIFY PRICESERIES BY EMAILING US AT [email protected], OR WRITING TO US AT PRICESERIES. PO BOX 2574, SUNNYVALE, CA 94087.
8.4 YOUR CONSENT TO RECEIVE PRE-RECORDED TELEPHONE SOLICITATIONS AND TELEMARKETING SALES CALLS IS REQUIRED BY LAW TO BE IN WRITING. YOU HAVE THE OPTIONS OF MAKING THIS WRITTEN CONSENT IN A PAPER OR IN A NONELECTRONIC FORM OF THIS AGREEMENT, OR IN AN ELECTRONIC FORM OF THIS AGREEMENT. YOU ALSO HAVE THE OPTION OF NOT CONSENTING AT ALL, BY FOLLOWING THE OPT OUT PROCEDURES AS EXPLAINED IN SECTION 8.3.
8.5 BY EXECUTING THIS AGREEMENT IN ELECTRONIC FORM YOU ARE INDICATING THAT YOUR ELECTRONIC NOTATION, SIGNATURE, OR EXECUTION OF THIS AGREEMENT INDICATES AND IS EVIDENCE OF YOUR ASSENT TO THIS AGREEMENT, AND IS SUFFICIENT TO MEET THE WRITING REQUIREMENT, INSTEAD OF A SEPARATE PAPER SIGNED BY YOU. BY EXECUTING THIS AGREEMENT IN ELECTRONIC FORM YOU ALSO AGREE TO THE STORAGE OF THIS CONSENT HEREIN, AND OF THIS AGREEMENT, AS AN ELECTRONIC RECORD, INSTEAD OF AS A PAPER RECORD. BY EXECUTING THIS AGREEMENT IN ELECTRONIC FORM YOUR CONSENT GRANTED HEREIN IS NOT A CONSENT FOR OR TO ANY OTHER MATTER OUTSIDE OF THIS AGREEMENT.
8.6 TO UPDATE THE INFORMATION NEEDED FOR PRICESERIES TO CONTACT YOU ELECTRONICALLY, PLEASE SEND YOUR UPDATED INFORMATION IN WRITING BY EMAILING US AT [email protected], OR WRITING TO US AT PRICESERIES. PO BOX 2574, SUNNYVALE, CA 94087.
8.7 IF AT ANY TIME YOU WISH TO OBTAIN A PAPER COPY OF THE ELECTRONIC RECORD OF THIS AGREEMENT EXECUTED BY YOU, PLEASE EMAIL US AT [email protected], OR WRITE TO US AT PRICESERIES. PO BOX 2574, SUNNYVALE, CA 94087.
8.8 IF YOU WISH TO ACCESS AND RETAIN THIS AGREEMENT AS EXECUTED BY YOU AS AN ELECTRONIC RECORD, PLEASE EMAIL US AT [email protected], OR WRITE TO US AT PRICESERIES. PO BOX 2574, SUNNYVALE, CA 94087. YOU WILL NEED A COMPUTER CONNECTED TO THE INTERNET, AN ACTIVE EMAIL ADDRESS, AND ADOBE® ACROBAT READER TO OPEN AND READ THE .PDF E-MAIL ATTACHMENT. IF THESE HARDWARE AND SOFTWARE REQUIREMENTS CHANGE, YOU WILL BE NOTIFIED BY PRICESERIES AND PROVIDED WITH REVISED INFORMATION.
9.1 priceSeries reserves the right to change its fees without notice.
9.2 Force Majeure. priceSeries shall not be liable to You for any failure to perform under this Agreement, if such failure results, whether directly or indirectly, from fire, explosion, strike, freight embargo, act of God, or of the public enemy, war, civil disturbance, terrorism, act of any government, de jure or de facto, or agency or official thereof, labor shortage, transportation contingencies, unusually severe weather, default of manufacturer or a supplier as subcontractor, quarantine restrictions, epidemic, or catastrophe, or lack of timely instructions or essential information from the other party.
9.3 Forum for Disputes or Claims Related to This Agreement; Waiver of Legal Right to Trial and to Class Action; Right to Opt out of Arbitration or from Bar on Class Action. Any dispute or claim raised by You arising out of or relating to this Agreement or the subject matter hereof will be submitted only to binding arbitration on a confidential basis, conducted strictly in accordance with the terms of this Agreement and the substantive law of the State of California. The arbitration venue and all related hearings will be in Santa Clara County, California. The parties agree that the arbitration will be governed by the Commercial Arbitration Rules of the American Arbitration Association. Unless You and priceSeries concur in the appointment of a single arbitrator, the matter of difference shall be referred to three (3) arbitrators appointed to hear the case pursuant to the procedures set forth in the Commercial Arbitration rules of the American Arbitration Association. The arbitrators must base their decision with respect to the difference before them on the contents of this Agreement, and the decision of any two of the three arbitrators shall be binding on both You and priceSeries. Judgment upon the award rendered by the arbitrator(s) may be entered and enforced in any court of competent jurisdiction. Neither You or priceSeries will be precluded hereby from seeking equitable provisional remedies in the courts of any jurisdiction including, but not limited to, temporary restraining orders and preliminary injunctions, but such equitable remedies will not and may not be sought to avoid or stay arbitration. YOU HEREBY AGREE AND UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHTS TO FILE A LAWSUIT AGAINST PRICESERIES IN A COURT OF LAW. ANY DISPUTE OR CLAIM RAISED BY PRICESERIES HOWEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF WILL AT PRICESERIES’S SOLE CHOICE AND DISCRETION, EITHER BE SUBMITTED TO BINDING ARBITRATION IN ACCORDANCE WITH THIS SECTION 9.3, OR FILED AS A LAWSUIT IN THE APPROPRIATE FEDERAL OR STATE COURT. YOU HEREBY AGREE TO THIS DIFFERENCE IN THE AVAILABILITY OF AND FORUM FOR RELIEF FOR DISPUTED CLAIMS BETWEEN YOURSELF AND PRICESERIES, AS SET FORTH IN THIS SECTION. YOU FURTHER AGREE NOT TO PURSUE OR BE THE PLAINTIFF OR REPRESENTATIVE IN ANY CLASS ACTION CASES OR LITIGATIONS AGAINST PRICESERIES ANYWHERE WORLDWIDE, RELATED TO THE SUBSCRIPTION SERVICE, OR TO ANY PRICESERIES CONDUCT, PRODUCTS OR SERVICES. YOU HEREBY AGREE AND UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHTS TO BE INVOLVED IN ANY CLASS ACTION AGAINST PRICESERIES. NOTWITHSTANDING THE FOREGOING, YOU HAVE THIRTY (30) DAYS TO OPT OUT OF ANY SPECIFIC TERM OR PROVISION OF THIS SECTION 9.3 WITH WHICH YOU DISAGREE, DO NOT ACCEPT, OR WISH TO REJECT, ALTER, AMEND, OR FURTHER NEGOTIATE. TO OPT OUT FROM THE REQUIREMENTS OF THIS SECTION 9.3, AND FROM ACCEPTING THIS SECTION 9.3, PLEASE EMAIL PRICESERIES AT [email protected], OR WRITE TO PRICESERIES. PO BOX 2574, SUNNYVALE, CA 94087. WHEN OPTING OUT FROM THIS SECTION 9.3, PLEASE INDICATE YOUR NAME AND ACCOUNT DETAILS, AND SPECIFY WHETHER YOU ARE OPTING OUT FROM ALL OR A PORTION OF THIS SECTION 9.3, AND IF JUST A PORTION, PLEASE DESIGNATE THE PORTION.
9.4 Governing Law and Venue. Except as relates to any federal law causes of action, this Agreement shall be governed in all respects by the substantive laws of the State of California, but excluding the application of California’s choice of law provisions. Any arbitration or provisional equitable action commenced by You, or arbitration, equitable, or other legal action in a court of law commenced by priceSeries, arising out of or relating to this Agreement, shall be commenced in Santa Clara County, California. In any action commenced by priceSeries in a court of law You irrevocably hereby submit and consent to and agree not to contest, object to, or challenge, the personal jurisdiction over You, by any court in Santa Clara County, California, in which such action is filed, as well as to the venue of such court, and you hereby waive any and all defenses, challenges, or objections related to personal jurisdiction and venue.
9.5 Enforceability. You agree the Agreement and all terms and conditions herein are enforceable and are not unconscionable and not in violation of public policy. You agree the Agreement is not a contract of adhesion and that You had the power and control to reject, alter, and negotiate the terms and conditions herein. In the event any specific sentences, portions, or provisions of this Agreement are held by a court of competent jurisdiction or an arbitrator to be invalid or unenforceable, the remaining sentences, portions and provisions of this Agreement will remain binding and in full force and effect.
9.7 Entire Agreement; Modifications. PRICESERIES MAY REVISE, UPDATE, AND AMEND THIS AGREEMENT AT ANY TIME, EFFECTIVE UPON YOUR CONSENT BY SELECTION OF “I AGREE” WHEN PRESENTED WITH A REVISED, UPDATED, OR MODIFIED VERSION OF THIS AGREEMENT. This Agreement, including any future revisions, is the entire agreement and understanding between You and priceSeries with respect to the subject matter of this Agreement and supersedes all prior agreements, representations, inducements, negotiations and understandings between, by and among You and priceSeries, whether oral or written, all of which are merged into this Agreement. priceSeries disclaims all representations other than those expressly set forth in this Agreement. You agree You are not relying on or accepting any representations, coercions, representations, or inducements by priceSeries, relating to the subject matter hereof, made outside of this Agreement, nor that there were any outside of this Agreement upon which to rely.
By clicking “I agree” You will be signing this Agreement with a binding electronic signature, and You acknowledge that You have read and understood this Agreement’s terms and conditions, the disclaimers, the waivers of Your legal rights, that You understand the responsibilities and obligations this Agreement places on You, and that You agree to be legally bound by all the terms and conditions of this Agreement, with the exception of any provisions from which you have opted out or will opt out in accordance with Section 9.3 within the required time period for opting out.
IF YOU DO NOT AGREE WITH OR UNDERSTAND ANY OF THESE TERMS OR CONDITIONS, INCLUDING THE OPT OUT PROVISIONS, DO NOT EXECUTE THIS AGREEMENT AND DO NOT INSTALL, DOWNLOAD, USE, OR OTHERWISE ACCESS THE SOFTWARE, THE SUBSCRIPTION SERVICE, ANY PRICESERIES WEB SITES, OR ANY RELATED PRODUCTS OR SERVICES.
Updated: Oct 1, 2015