TVAlertsManager License Agreement
This Agreement is made between TVAlertsManager (“TVAM” or “we” or “us“) and you, the customer (“you” or “Member“). By clicking “I Agree”, executing this License Agreement or otherwise installing the Software on or downloading the Software to your device, you:
1.1 represent that you have read and understand the terms and conditions herein contained, and that you agree to be bound by all such terms and conditions;
1.2 you represent that you have read and understand the Terms of Service and Use, and you acknowledge and agree that the provisions therein contained which are applicable to the Products and Services (as defined therein) also apply to the Software, including, without limitation, the disclaimers, disclosures, waivers, indemnities and releases therein contained.
You understand that by clicking “I Agree” on the software, executing this License Agreement, or otherwise installing the Software on or downloading the Software to your computer you are waiving and limiting certain legal rights you might otherwise have.
In this License Agreement, the following capitalized terms have the meaning ascribed to them:
2.1 “TVAM Group” means all of TVAM’ affiliates, and all of the respective directors, officers, employees, coaches, teachers, members, moderators, licensors, service providers, consultants, insurers and agents of TVAM and such affiliates;
2.2 “Losses” means, in respect of any matter, all claims, demands, proceedings, actions, causes of action, losses, damages, liabilities, deficiencies, costs and expenses on any nature and or kind whatsoever (including, without limitation, all legal and other professional fees and disbursements, interest, penalties and amounts paid or incurred in settlement or resolution) arising directly or indirectly as a consequence of such matter;
2.3 “Software” means (i) the TVAM software; (ii) all object code form of the Software supplied on a data carrier, via electronic mail or downloaded via the Internet or any other application; (iii) any related explanatory written materials and any other possible documentation related to the Software, including, without limitation, any description of the Software or its specifications, or properties or operation, any description of the operating environment in which the Software is used, instructions for use or installation of the Software or any description of how to use the Software; and (iv) copies of the Software and any Updates, if any, licensed to you by TVAM or any of its affiliates; and
2.4 “Updates” means any updates to the content of the Software, and any improvements, upgrades, bug fixes, enhancements and other modifications to the Software, in each case that are made generally available to persons licensed or authorized to use the software after the date of purchase of the Software.
3. SOFTWARE LICENSE
3.1 License. The Software is licensed and not sold. Subject to the terms and conditions of this License Agreement, TVAM hereby grants you a non-exclusive limited license to use the Software on up to two (2) computers running a valid license of the host application, TradingView. The Software may create data files automatically for use with the Software, and you agree that any such data files are deemed to be a part of the Software. You agree to only use the Software in accordance with this License Agreement. You agree not to copy, modify, publish, adapt, redistribute, reverse engineer, decompile, disassemble, attempt to derive or discover source code, or otherwise reduce to a human-perceivable form, or create derivative works of, the Software in whole or in part, or to use the Software in whole or in part for any purpose other than as expressly permitted under this License Agreement. TVAM and, to the extent applicable, any of its third-party licensors, expressly reserve and retain all rights, title and interest (including but not limited to intellectual property rights) that this License Agreement does not expressly grant to you.
3.2 Limitations and Restrictions. You understand and agree that you shall not: (i) modify, adapt or create derivative works of the Software; (ii) reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the Software; (iii) violate, tamper with, bypass, modify, defeat, or circumvent any of the functions or protections of the Software, or any mechanisms operatively linked to the Software; (iv) remove, alter, cover, or deface any trademarks or proprietary legends, notices or language in or on the Software; (v) share, copy, distribute, loan, rent, lease, sublicense, assign, transfer, or sell the Software; and or (vi) make the functionality of the Software available to third parties whatsoever.
3.3 Ownership of Intellectual Property. You acknowledge and agree that the Software, including its object code and source code, and all ideas, methods, algorithms, formulae, processes and concepts used in developing or incorporated into the Software, all future Updates, and all other improvements, revisions, corrections, bug-fixes, hot-fixes, patches, modifications, enhancements, releases, signature sets, upgrades, and policy and database updates and other updates in, of, or to the Software, or any part thereof, as applicable, and all derivative works based on any of the foregoing, and all copies of the foregoing, are trade secrets and proprietary property of TVAM, having great commercial value to TVAM, and TVAM (or its licensors) owns exclusively and reserves all rights, title and interest in and to the Software, including all intellectual property rights of every nature and kind whatsoever therein as well as any derivative works thereof, except for the limited usage rights granted to you in this License Agreement. You may not exercise any right, title or interest in and to the Software or any related intellectual property rights. You agree that you will not take any action inconsistent with any of TVAM’ intellectual property rights.
3.4 Open Source Software. The Software may include components (including programs, applications, tools, utilities, libraries, and other programming code) that are made available from third parties under a free or open source software licensing model (FOSS Code). FOSS Code components included with the Software are redistributed by or on behalf of TVAM under the terms of the applicable FOSS Code license for such component; Your receipt of FOSS Code components from TVAM, or from a person acting on behalf of TVAM, under this License Agreement neither enlarges nor curtails your rights or obligations defined by the FOSS Code license applicable to the FOSS Code component.
3.5 Internet Connection. You understand, acknowledge and agree that access to certain Software features requires an Internet connection for which you are solely responsible. You are solely responsible for payment of any third-party fees associated with your Internet connection, including but not limited to Internet service provider or airtime charges. Operation of the Software may be limited or restricted depending on the capabilities, bandwidth or technical limitations of your Internet connection and service. You understand, acknowledge and agree that Internet connectivity in relation to the Software is provided by third parties over which TVAM has no control, and is governed by the respective terms of such third parties. The provision, quality, availability and security of such Internet connectivity, software and services are the sole responsibility of such third party.
3.6 Data Feed. You understand, acknowledge and agree that access to Software features requires a data feed and a working version of TVAM. You are solely responsible for obtaining a data feed and working version of TVAM, and payment of any applicable third-party fees associated therewith.
3.7 Machine ID: The Software is licensed to you for personal single use with accessibility through multiple devices and you agree to limit your use of the Software to your personal use on that device. You authorize TVAM to collect, use, store and transmit technical and related information that identifies your device (including CPU ID, Internet Protocol Address, operating system, email address, application usage and error reports) that may be gathered to facilitate the provision of Updates, dynamically served content, product support and other services to you, including online services, and to generate a machine identification for your computer on which the Software is to be installed based on all or any such information (“Machine ID“). TVAM reserves the right to request a processing fee in the event of any change to Machine ID given the time spent by TVAM to facilitate any such change and the risk of counterfeit.
4. DISCLAIMERS AND WAIVERS
4.1 The software is provided “as is”. To the extent permitted by law, TVAM makes no other representations or warranties of any kind regarding the software or any related support, and TVAM disclaims all other obligations and liabilities, or express or implied warranties regarding the software, including implied warranties of merchantability, quality, fitness for a particular purpose, title, non-infringement, or systems integration. TVAM makes no warranty, representation or guarantee as to the software’s use or performance, or that the operation of the software will be fail-safe, uninterrupted or free from errors or defects.
In no event shall TVAM or any of the TVAM group be liable to you or any third party for any special, punitive, incidental, indirect or consequential damages of any kind, including, without limitation, those resulting from lost or damaged data, trading loss or profit loss, business interruption, loss of privacy, loss or disclosure of confidential information, negligence, gross negligence, or any other pecuniary or other loss whatsoever, whether or not we have been advised of the possibility of such damages, and regardless of the theory of liability, arising out of or in connection with the use of, or inability to use the software, and you hereby irrevocably release TVAM and the TVAM group, and each of them from any and all such losses and or damages that you may suffer or incur.
We make no warranty regarding any transactions executed through a third party, or in connection with the software and you understand and agree that such transactions are conducted entirely at your own risk. Any warranty that is provided from a third party is provided solely by such third party, and not by TVAM or any of the TVAM group.
You must determine to your extent, the use of the software and if it’s suitable to your level of trading. There are no warranties, guarantees or promises of any kind as to your performance trading, in present or future, as each trader has a different level of expertise. In no event shall TVAM or any of the TVAM group be accountable for any financial losses or costs from the use of the software whatsoever.
Except as may be expressly provided otherwise herein, TVAM reserves the sole right to provide updates to the software, including, but not limited to, any content or features therein. We shall not be liable to you or any third party should we exercise any such right, in whole or in part. Any such update shall also be subject to these terms and conditions.
TVAM sole and exclusive liability, and that of the TVAM group, and each of them, and your exclusive remedy, regardless of the theory of liability, for any and all losses arising out of this agreement and your use of and or reliance on the software shall be limited to the amount you paid TVAM for the software license herein granted.
You agree to defend, indemnify and hold TVAM and the TVAM group, and each of them, harmless from and against any and all claims, (including, but not limited to, legal fees on a solicitor-client full indemnity basis) arising from your violation of this agreement, any applicable laws or regulations, or any third party’s rights, including, but not limited to, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of this agreement.
Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. In these jurisdictions, the liability of TVAM and the TVAM group, and each of them, will be limited to the greatest extent permitted by law.
You represent and warrant as follows to TVAM, and you acknowledge that TVAM is relying on such representations and warranties in licensing the Software to you:
5.2 Personal Use. You are an individual trader and you will only use the Software to trade your personal account. For these purposes, a personal account is in the Customer’s name only, a joint account in the name of Customer and Customer’s spouse, or a Trust in the name of the Customer or Customer’s spouse. You agree to notify us immediately if you are managing money, trading for others, offering trading related products or advice; and
5.3 Compliance with Law. Your use of the License will comply at all times with all applicable laws.
6. CANCELLATION; SUSPENSION
6.1 In addition to any other rights or remedies that TVAM may have hereunder, or at law or in equity, in the event that you have breached any of the terms or conditions hereof, or of the Terms of Service and Use, or any other rule, regulation or policy in effect from time to time, TVAM shall have the right to (i) suspend in whole or in part any or all rights and other licenses granted to you hereunder, all on such terms and conditions as TVAM may require (“Suspension“), or (ii) revoke and cancel, in whole or in part, any or all rights and other licenses granted to you hereunder and otherwise terminate this License Agreement (“Cancellation“). Upon Cancellation you shall, and hereby agree to, destroy all copies of the Software, and any documents and materials (electronic or otherwise) related to the Software that remain in your possession or control.
6.2 Cancellation or Suspension for any reason whatsoever shall be without prejudice to any rights which shall have accrued to the benefit of TVAM prior thereto. Any such Cancellation or Suspension shall not relieve you from obligations which are expressly indicated to survive same, or which implicitly survive same. All obligations and other provisions that may reasonably be interpreted to survive Cancellation, will survive Cancellation of this Agreement for any reason.
7.1 This Agreement shall be governed by the laws of the Province of Alberta without regard to its conflict of law provisions, and you agree to submit to the exclusive jurisdiction of the courts of the Province of Alberta, or another location of TVAM choosing, for the purpose of litigating all such claims. Notwithstanding the above, you agree that TVAM shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. Except as otherwise provided herein, you agree that any controversy or claim, whether at law or equity, arising out of or related to this License Agreement and or any of the Products and Services, regardless of the date of accrual of such dispute, shall be resolved in its entirety by individual binding arbitration should TVAM elect in writing at the applicable time, and you agree to provide not less than 90 days written notice to TVAM of any threatened claim such that TVAM has an opportunity to make such election should it decide to do so. Should TVAM make such election, the arbitration shall be conducted in English, it shall be final and binding, and judgment on it may be entered in any court having jurisdiction. For greater certainty, this provision shall survive the termination of this License Agreement.
7.2 You shall not sell, assign, convey, sublicense or transfer this License Agreement or any of your rights or obligations hereunder, and any assignment, transfer, conveyance or sublicense in violation of this paragraph shall be null and void. Notwithstanding anything herein to the contrary, TVAM shall have the right to assign this License Agreement and any or all of its rights and obligations hereunder to any of its affiliates, or to any other person or persons, with or without notice to you.
7.3 If any provision of this License Agreement, or any part thereof, is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision, or part thereof, will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions, or any part(s) thereof will not be affected in any way.
7.4 No delay or omission by TVAM to exercise any right or power occurring upon any non-compliance or default by you with respect to any of the terms of this License Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by TVAM of any of the covenants, conditions or agreements to be performed by you shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition, or agreement herein contained. Unless otherwise stated, all remedies provided for in this License Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to TVAM or you, as the case may be, at law, in equity, or otherwise.
7.5 This Agreement and the Terms of Service and Use, and the policies, rules and regulations referenced in the Terms of Service and Use, is the complete agreement between TVAM and you and supersedes all prior agreements, oral or written, with respect to the subject matter hereof. In the event of any conflict between any provision, or part thereof, of this License Agreement and the Terms of Services and Use, the provision herein contained, or part thereof, as the case may be, shall prevail.
7.6 You agree to the use of electronic communication to enter into this agreement and you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, all to the extent permitted under applicable law.