Last updated December 31, 2021
This privacy notice for TraderTools Inc (“Company,” “we,” “us,” or “our“), describes how and why we might collect, store, use, and/or share (“process“) your information when you use our services (” Services“), such as when you:
Questions or concerns? Reading this privacy notice will help you understand your privacy rights and choices. If you do not agree with our policies and practices, please do not use our Services. If you still have any questions or concerns, please contact us at firstname.lastname@example.org
This summary provides key points from our privacy notice, but you can find out more details about any of these topics by clicking the link following each key point or by using our table of contents below to find the section you are looking for.
What personal information do we process? When you visit, use, or navigate our Services, we may process personal information depending on how you interact with TraderTools Inc and the Services, the choices you make, and the products and features you use.
Do we process any sensitive personal information? We do not process sensitive personal information.
Do we receive any information from third parties? We do not receive any information from third parties.
How do we process your information? We process your information to provide, improve, and administer our Services, communicate with you, for security and fraud prevention, and to comply with law. We may also process your information for other purposes with your consent. We process your information only when we have a valid legal reason to do so.
In what situations and with which parties do we share personal information? We may share information in specific situations and with specific third parties.
How do we keep your information safe? We have organizational and technical processes and procedures in place to protect your personal information. However, no electronic transmission over the internet or information storage technology can be guaranteed to be 100% secure, so we cannot promise or guarantee that hackers, cybercriminals, or other unauthorized third parties will not be able to defeat our security and improperly collect, access, steal, or modify your information.
What are your rights? Depending on where you are located geographically, the applicable privacy law may mean you have certain rights regarding your personal information.
How do you exercise your rights? The easiest way to exercise your rights is by filling out our data subject request form available here, or by contacting us. We will consider and act upon any request in accordance with applicable data protection laws.
Want to learn more about what TraderTools Inc does with any information we collect?
Personal information you disclose to us
In Short: We collect personal information that you provide to us.
We collect personal information that you voluntarily provide to us when you register on the Services, express an interest in obtaining information about us or our products and Services, when you participate in activities on the Services, or otherwise when you contact us.
Personal Information Provided by You. The personal information that we collect depends on the context of your interactions with us and the Services, the choices you make, and the products and features you use. The personal information we collect may include the following:
Sensitive Information. We do not process sensitive information.
All personal information that you provide to us must be true, complete, and accurate, and you must notify us of any changes to such personal information.
In Short: We process your information to provide, improve, and administer our Services, communicate with you, for security and fraud prevention, and to comply with law. We may also process your information for other purposes with your consent.
We process your personal information for a variety of reasons, depending on how you interact with our Services, including:
If you are located in the EU or UK, this section applies to you.
The General Data Protection Regulation (GDPR) and UK GDPR require us to explain the valid legal bases we rely on in order to process your personal information. As such, we may rely on the following legal bases to process your personal information:
In Short: We may share information in specific situations described in this section and/or with the following third parties.
We may need to share your personal information in the following situations:
In Short: We keep your information for as long as necessary to fulfill the purposes outlined in this privacy notice unless otherwise required by law.
We will only keep your personal information for as long as it is necessary for the purposes set out in this privacy notice, unless a longer retention period is required or permitted by law (such as tax, accounting, or other legal requirements). No purpose in this notice will require us keeping your personal information for longer than the period of time in which users have an account with us.
When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize such information, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
In Short: We aim to protect your personal information through a system of organizational and technical security measures.
We have implemented appropriate and reasonable technical and organizational security measures designed to protect the security of any personal information we process. However, despite our safeguards and efforts to secure your information, no electronic transmission over the Internet or information storage technology can be guaranteed to be 100% secure, so we cannot promise or guarantee that hackers, cybercriminals, or other unauthorized third parties will not be able to defeat our security and improperly collect, access, steal, or modify your information. Although we will do our best to protect your personal information, transmission of personal information to and from our Services is at your own risk. You should only access the Services within a secure environment.
In Short: We do not knowingly collect data from or market to children under 18 years of age.
We do not knowingly solicit data from or market to children under 18 years of age. By using the Services, you represent that you are at least 18 or that you are the parent or guardian of such a minor and consent to such minor dependent’s use of the Services. If we learn that personal information from users less than 18 years of age has been collected, we will deactivate the account and take reasonable measures to promptly delete such data from our records. If you become aware of any data we may have collected from children under age 18, please contact us at email@example.com.
In Short: In some regions, such as the European Economic Area (EEA) and United Kingdom (UK), you have rights that allow you greater access to and control over your personal information. You may review, change, or terminate your account at any time.
In some regions (like the EEA and UK), you have certain rights under applicable data protection laws. These may include the right (i) to request access and obtain a copy of your personal information, (ii) to request rectification or erasure; (iii) to restrict the processing of your personal information; and (iv) if applicable, to data portability. In certain circumstances, you may also have the right to object to the processing of your personal information. You can make such a request by contacting us by using the contact details provided in the section “HOW CAN YOU CONTACT US ABOUT THIS NOTICE?” below.
We will consider and act upon any request in accordance with applicable data protection laws.
If you are located in the EEA or UK and you believe we are unlawfully processing your personal information, you also have the right to complain to your local data protection supervisory authority. You can find their contact details here: https://ec.europa.eu/justice/data-protection/bodies/authorities/index_en.htm.
If you are located in Switzerland, the contact details for the data protection authorities are available here: https://www.edoeb.admin.ch/edoeb/en/home.html.
Withdrawing your consent: If we are relying on your consent to process your personal information, which may be express and/or implied consent depending on the applicable law, you have the right to withdraw your consent at any time. You can withdraw your consent at any time by contacting us by using the contact details provided in the section “HOW CAN YOU CONTACT US ABOUT THIS NOTICE?” below.
However, please note that this will not affect the lawfulness of the processing before its withdrawal nor, when applicable law allows, will it affect the processing of your personal information conducted in reliance on lawful processing grounds other than consent.
Opting out of marketing and promotional communications: You can unsubscribe from our marketing and promotional communications at any time by clicking on the unsubscribe link in the emails that we send, replying “STOP” or “UNSUBSCRIBE” to the SMS messages that we send, or by contacting us using the details provided in the section “HOW CAN YOU CONTACT US ABOUT THIS NOTICE?” below. You will then be removed from the marketing lists. However, we may still communicate with you — for example, to send you service-related messages that are necessary for the administration and use of your account, to respond to service requests, or for other non-marketing purposes.
If you would at any time like to review or change the information in your account or terminate your account, you can:
Upon your request to terminate your account, we will deactivate or delete your account and information from our active databases. However, we may retain some information in our files to prevent fraud, troubleshoot problems, assist with any investigations, enforce our legal terms and/or comply with applicable legal requirements.
If you have questions or comments about your privacy rights, you may email us at firstname.lastname@example.org.
Most web browsers and some mobile operating systems and mobile applications include a Do-Not-Track (“DNT”) feature or setting you can activate to signal your privacy preference not to have data about your online browsing activities monitored and collected. At this stage no uniform technology standard for recognizing and implementing DNT signals has been finalized. As such, we do not currently respond to DNT browser signals or any other mechanism that automatically communicates your choice not to be tracked online. If a standard for online tracking is adopted that we must follow in the future, we will inform you about that practice in a revised version of this privacy notice.
In Short: Yes, if you are a resident of California, you are granted specific rights regarding access to your personal information.
California Civil Code Section 1798.83, also known as the “Shine The Light” law, permits our users who are California residents to request and obtain from us, once a year and free of charge, information about categories of personal information (if any) we disclosed to third parties for direct marketing purposes and the names and addresses of all third parties with which we shared personal information in the immediately preceding calendar year. If you are a California resident and would like to make such a request, please submit your request in writing to us using the contact information provided below.
If you are under 18 years of age, reside in California, and have a registered account with Services, you have the right to request removal of unwanted data that you publicly post on the Services. To request removal of such data, please contact us using the contact information provided below and include the email address associated with your account and a statement that you reside in California. We will make sure the data is not publicly displayed on the Services, but please be aware that the data may not be completely or comprehensively removed from all our systems (e.g., backups, etc.).
In Short: Yes, we will update this notice as necessary to stay compliant with relevant laws.
We may update this privacy notice from time to time. The updated version will be indicated by an updated “Revised” date and the updated version will be effective as soon as it is accessible. If we make material changes to this privacy notice, we may notify you either by prominently posting a notice of such changes or by directly sending you a notification. We encourage you to review this privacy notice frequently to be informed of how we are protecting your information.
If you have questions or comments about this notice, you may email us at email@example.com or by post to:
1325 Ave of Americas
New York, NY 10019
Based on the applicable laws of your country, you may have the right to request access to the personal information we collect from you, change that information, or delete it. To request to review, update, or delete your personal information.
Trial Maker Taker Agreement
Last Revised: October 17, 2022 Ver: 21017-267MT
PLEASE READ THIS AGREEMENT CAREFULLY.
This TraderTools Trial Maker Taker Agreementis a legally binding contract between TraderTools Inc., a Delaware corporation (“ “TraderTools”) with offices located at 1325 Avenue of the Americas, 28th Fl., New York, NY 10019 and the other legal entity (“ Licensee” ) named on the web form that references thisTraderTools Trial Maker Taker Agreement and that grants access to this Trial
TRADERTOOLS PROVIDES THE SERVICE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “ACCEPT” BUTTON OR OTHER MEANS PROVIDED FOR ACCEPTANCE OR BY USING THE SERVICE, LICENSEE AGREES TO (A) ACCEPT THIS AGREEMENT AND AGREES THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT LICENSEE HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND SUCH PARTY TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, TRADERTOOLS WILL NOT AND DOES NOT LICENSE OR GRANT ANY TRIAL USE OF THE SERVICE TO LICENSEE AND LICENSEE MUST NOT ACCESS THE SERVICE.
WHEREASTraderTools is a provider of a foreign exchange (“ FX” ), precious metal, and contract for differences (“ CFDs ”) trading platforms for banks and brokerages and their customers, offered in a hosted service environment and described in Exhibit A(the “ Service” );
WHEREASLicenseedesires to evaluate the Service all in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the Parties agree as follows:
1. Definitions. TraderTools and Licensee collectively shall be referred to herein as the “ Parties” and each individually as a “ Party.” The following terms used in this Agreement shall have the meanings set forth in this Section 1.
“ Agreement ” means these TraderTools Trial Maker Taker Agreement and the attached Exhibit.
“ Base Currency ” means the currency per unit in which exchange rates are quoted.
“ Counter-Party ” means an entity that has an ETA and a documented credit relationship with Licensee and for whom Licensee has provided a specific FIX ID to make Prices to and execute Trades with Licensee using the Service.
“ Dealable Quote ” means Prices that by their terms are capable of being executed in a deal request.
“ Documentation ” means all written materials provided by TraderTools in connection with the Service, such as user documentation and any succeeding changes thereto. The Documentation shall be considered a component of the Service.
“ End User ” means employees or contractors of Licensee authorized by Licensee to access and use the Service.
“ ETA ” means a documented electronic trading agreement.
“ Exhibits ” mean the exhibits attached hereto and incorporated by this reference, specifically Exhibit A (TraderTools Service).
“ Indicative Quote ” means Prices other than a Dealable Quote.
“ Liquidity Providers ” means banks or non-banks which (i) Licensee has a documented credit relationship; and (ii) has provided TraderTools a specific FIX ID to make Prices to and execute Trades with Licensee using the Service.
“ Prices ” means electronic messages disseminated by Liquidity Providers and Licensee containing an ask price and a bid price and an indicator of whether each Price is a Dealable Quote or Indicative Quote.
“ Trade Data ” means anonymized Prices, Dealable Quotes, Indicative Quotes and other data accessible via the Service that does not identify any individual or entity.
“ Trade ” means a transaction based on a Dealable Quote accepted and executed either between the Licensee and a Liquidity Provider or between a Counter-Party and the Licensee using the Service.
2.1 Trial Period. This Agreement shall commence as of the earliest date that Licensee (i) clicked the “accept” button to thisTraderTools Trial Maker Taker Agreement; (ii) otherwise provided acceptance of thisTraderTools Trial Maker Taker Agreement; or (iii) first used the Service, and unless earlier terminated as provided herein, shall continue for a period of thirty (30) days (“ Trial Period ”). This Agreement and the Trial Period may only be extended by the written consent of TraderTools. The Trial Period and all authorized extensions, if any, shall collectively be referred to as the “ Term ”.
2.2 TrialAuthorization. During the Trial Period, TraderTools agrees to provide Licensee with access to the Service, consistent with the license grants set forth herein, at no charge to Licensee, solely for evaluation purposesand such use shall be consistent with the provisions of this Agreement (the “ Trial”).
Subject to the terms and conditions of this Agreement, TraderToolsgrants to Licensee , and Licenseeaccepts, strictly during the Trial Period the following licenses (collectively, the “ Licenses ”):
3.1 Trial License Grant. Subject to the terms and conditions of this Agreement, TraderTools grants to Licensee during the Trial Period a limited, non-exclusive, non-transferable Trial license (with no right to sublicense) to access and evaluate the Service, in object code form only, via the Internet (the “ Trial License ”). No license is granted under theTrial License to access, copy, or use the software that supports the Service, except in connection with the Service. No license is given to the source code to the software that supports the Service.All rights not expressly granted to Licensee by TraderTools are reserved. There are no implied rights.
3.2 Limitations on Use. Without the express written authorization from TraderTools, Licensee or any End User shall not (nor through any third party): (i) use, copy, duplicate or reproduce all or any portion of the Service (including the documentation) for any purpose other than as specified in this Agreement; (ii) decompile, disassemble, re-program, analyze, reverse engineer any of the Service (in whole or in part) or otherwise attempt to reconstruct, identify or discover any underlying ideas, underlying user interface techniques or algorithms, or source code, or disclose any of the foregoing (except to the extent such restriction is prohibited by law); (iii) except as expressly authorized herein, sell, rent, lease, license, sublicense or in any way redistribute any or all of the Service; (iv) use the Service on a timesharing or service bureau basis or otherwise for the benefit of a third party other than Counter-Parties; (v) remove any copyright, trademark, patent or other proprietary notices from the Service, documentation or any other TraderTools materials furnished or made available hereunder; (vi) modify, adapt, translate, prepare derivative works of all or any portion of the Service or attempt to do so; (vii) permit the Service or documentation to be used, examined, reviewed or inspected by others, other than by Licensee or Licensee’s End Users, employees or governmental agencies as required by law; (viii) disclose the results of any benchmark or evaluation of the Service to any third party (whether or not obtained with TraderTools’ assistance) without TraderTools’ prior express written consent; (ix) use the Service, documentation or any information contained therein or otherwise provided by TraderTools or its licensors for the purposes of developing, or having developed, any products or services competitive with the Service; (x) incorporate, link, or distribute the Service with any code or software licensed under the GNU General Public License (“GPL”), Lesser General Public License (“LGPL”), Mozilla, or any other open source license, in any manner that could cause or could be interpreted or asserted to cause the Service (or any modifications thereto) to become subject to the terms of the GPL, LGPL, Mozilla or such other open source license. Licensee or any End User shall not authorize, or acquiesce in, any other person engaging in any of the foregoing activities, or attempting to do so. Should it become known to Licensee that an End User has attempted to do any of the aforementioned activities, Licensee shall immediately notify TraderTools and direct such End User to cease and desist in the activity.
Support for the Trial is handled via TraderTools Support team at no charge to Licenseeduring TraderTools normal business hours. Licenseeacknowledges that this Agreement does not confer upon Licenseeany rights to obtain updates or upgrades to the Service.
5.1 Licensee’s Security Requirements. Licensee is responsible for ensuring that its Counter-Parties and End Users are accessing the Service in accordance with the terms of this Agreement, maintaining the confidentiality of all passwords at all times, and for ensuring that issued passwords are used only by authorized End Users or Counter-Parties. Licensee is entirely responsible for all activities that occur under Licensee’s account using Licensee’s passwords. Licensee shall immediately notify TraderTools of any unauthorized use of Licensee’s account, including, without limitation, each password used to access the Service by means of Licensee’s account, or any other breach of this Agreement or any security breach known to Licensee. TraderTools shall have no liability for any loss or damage arising from Licensee’s failure to comply with these requirements.
5.2 Licensee Acknowledgements. Licensee acknowledges that TraderTools: (i) is providing only a technical means for effecting FX, precious metal and CFD Trades; (ii) in its capacity of technology provider, will not be a party to any Trade; (iii) is not inviting, arranging for, or advising Licensee, Counter-Parties or any third party to effect any Trade or to purchase, sell or otherwise deal in any security or other financial instrument; and (iv) shall not bear any of the settlement, credit or market risks of any Trade.
5.3 Licensee Representations. As of the Effective Date and throughout the Term, Licensee: (i) is not owned or controlled by any person or entity that is the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is the subject of Sanctions; or (iii) is not currently or has been the subject of any disciplinary proceedings, sanctions, investigations, audits or any similar proceeding by or before any governmental authority relating to FX, precious metal or CFD trading (each, an “Action”), nor is any such Action threatened against Licensee. If Licensee becomes subject to any of the foregoing during the Term, then Licensee shall provide TraderTools with written notice thereof.
5.4 Other Obligations. Licensee shall be solely responsible for its actions and the actions of its End Users and Counter-Parties while using the Service. Licensee agrees: (a) to abide by all laws applicable to Licensee’s use of the Service; (b) to obtain all trading authorizations required by the exchanges necessary for its use of the Service; (c) to comply with all agreements, guidelines, and regulations of its Liquidity Providers; and (d) accept all Trades with the exception of Trades based on manifest errors or similar cases, or Trades rejected based on grounds in the ETA or credit agreement between Licensee and its Counter-Parties or Licensee and its Liquidity Providers.
6.1 TraderToolsIntellectual Property Rights. Title to the Service shall remain with TraderToolsat all times during and after the Trial Period. Licenseeacknowledges and agrees that the intellectual property rights underlying the Service and Documentation (collectively, “TraderToolsIP”) are owned by, and shall remain the sole property of TraderTools and its licensors, that the TraderToolsIP contains, embodies and is based upon worldwide patented or patentable inventions, trade secrets, copyrights and other intellectual property rights (collectively, “Intellectual Property Rights”) owned or licensed by TraderTools and its licensors, and that TraderTools and its licensors shall continue to be the sole owner of all Intellectual Property Rights in and to the TraderToolsIP worldwide including, without limitation, any derivative works. This Agreement does not convey to Licenseetitle or ownership of the Intellectual Property Rights underlying the TraderToolsIP, but only a right of limited use in accordance with this Agreement. Licenseeacknowledges that TraderToolsIP is entitled to protection under applicable copyright and other intellectual property laws and constitute valuable assets, trade secrets and proprietary rights of TraderTools and its licensors.
6.2 Survival of Intellectual Property Rights. This Section 6 (Intellectual Property Rights) shall survive any termination or expiration of this Agreement.
7.2 Use of Confidential Information. The Receiving Party will hold any Confidential Information in strict confidence for a period of three (3) years from termination of this Agreement, except that the obligation of the Receiving Party to maintain the confidentiality of trade secrets and personally identifiable data shall survive indefinitely. The Receiving Party will use such Confidential Information only in accordance with the terms of this Agreement. The Receiving Party shall limit the use of, and access to, the Confidential Information to its employees or agents whose use of or access to the Confidential Information is necessary to carry out the intent of this Agreement. The Receiving Party shall, by appropriate means, prevent the unauthorized disclosure, publication, display or use of any Confidential Information. Without limiting the generality of the foregoing, the Receiving Party shall require all employees, agents or contractors who shall have access to the Confidential Information to execute, prior to such access, a non-disclosure agreement providing for at least the same protection of the Confidential Information as is provided for by this Section.
7.3 Destruction or Return of Confidential Information. Upon expiration or termination of this Agreement for any reason, the Receiving Party shall promptly return to the Disclosing Party, or, if requested, destroy all copies of the Disclosing Party’s Confidential Information in its possession. All copies, notes or other derivative material relating to the Confidential Information shall be promptly retrieved or destroyed, as agreed, and no such material shall be retained or used by the Receiving Party in any form or for any reason.
TRADERTOOLS PROVIDES THE SERVICE ON AN “AS IS” BASIS AND THE PARTIES EXPRESSLY DISCLAIM, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. TRADERTOOLS SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. TraderTools shall not be liable for any damages, expenses or losses involving errors in Trades, or any inability to execute Trades, including, without limitation, any such error or inability due to: (i) any error, failure, malfunction, delay, non-performance or omission in the Service or the documentation; (ii) any error or omission in Prices provided through the Service; (iii) any inability to use the Service; (iv) any failure, delay, corruption, error, inaccuracy, discrepancy, incompleteness, or omission in or to any instruction, message (including any offer or acceptance) made through the Service, transactions or the generation or transmission thereof; or (v) any of the foregoing that may occur within or be caused by or between third party systems and the Service (including any associated communications or the means by which users of third party systems connect to such systems or such systems connected to the Service).
9.1 Indemnification by Licensee. Licensee(the “ Indemnifying Party ”) shall defend, indemnify and hold harmless TraderTools and its officers, directors, owners, employees, agents or licensors (each, an “Indemnified Party” and, collectively, the “Indemnified Parties”), from and against all third party actions, suits, losses, liabilities, claims, expenses, damages, and costs of every kind and description including reasonable legal fees (collectively, “Losses”) arising out of or in connection with: (i) use of the Service (except to the extent that the Loss is caused by actions or inactions of TraderTools); (ii) any resale or distribution of the Service that is not authorized under this Agreement.
9.2 Indemnity Procedure. The Indemnified Party shall provide the Indemnifying Party with (i) prompt written notice of any claims under this Section 9 for which it seeks indemnification hereunder; (ii) full information and assistance in settling and/or defending the claims; and (iii) full authority and control of the defense and/or settlement of any such claims.
9.3 Exclusive Remedy for Indemnification. The remedies set forth in this Section 9(Indemnification) shall be the exclusive remedies of the Parties with reference to any claims for indemnification.
9.4 Survival for Indemnification. The provisions of this Section 9(Indemnification) shall survive any termination of this Agreement.
10.1 LIMITATION ON INDIRECT DAMAGES. NEITHER OF THE PARTIES NOR THEIR LICENSORS SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, ECONOMIC, SPECIAL, INCIDENTAL OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF BUSINESS REVENUE OR EARNINGS, LOST DATA, DAMAGES CAUSED BY DELAYS OR A FAILURE TO REALIZE EXPECTED SAVINGS) DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR LIKELIHOOD HAS BEEN DISCLOSED TO EITHER PARTY OR THEIR LICENSORS.
10.2 LIMITATION ON DIRECT DAMAGES. BOTH PARTIES SHALL BE LIABLE TO THE OTHER FOR DIRECT DAMAGES ONLY, IN AN AMOUNT NOT TO EXCEED US$10,000 IN THE AGGREGATE FOR ALL CLAIMS.
10.3 Applicability and Survival of Limitations. The foregoing limitations of liability shall not apply in case of death, personal injury or any matter for which liability may not be excluded or limited at law. The provisions of this Section 10 (Limitation of Liability) shall survive any termination of this Agreement.
Upon TraderTools’ reasonable belief that criminal or otherwise improper activity may be associated with Licensee’s use of the Service, TraderToolsmay, without incurring any liability, temporarily suspend or discontinue Licensee’s use of the Service.
12.1 Termination For Convenience. Either Party may terminate this Agreement for convenience by providing the other Party with five (5) days advanced written notice.
12.2 Rights and Obligations Upon Termination. Upon termination of this Agreement by either Party:
a) all Licenses granted hereunder shall terminate immediately; and
b) each Party will promptly cease using and destroy or return to the other Party all items that contain any Confidential Information of the other Party.
13.1 Publicity. Neither Party shall issue a press release or make any similar public announcement without the other Party’s prior written consent to the specific language and intended distribution of such press release or announcement.
13.3 Compliance with Laws. Each Party agrees to abide by all local, state, national, and international laws and regulations applicable to such Party’s performance under this Agreement, including, without limitation, all intellectual property and privacy laws.
13.4 Governing Law and Venue. This Agreement shall be governed by the laws of the State of New York without regard to its conflicts or choice of law principles. Any and all claims arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought in the state courts located in New York City, New York or the federal courts located in the Southern District of New York. Each party hereby submits to and accepts the jurisdiction of such courts for purposes of all legal proceedings and irrevocably waives any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The prevailing Party in any action hereupon will be entitled to recover, in addition to any other award, reasonable related costs, expenses, and legal costs and fees.
13.5 Miscellaneous Provisions. A failure or delay of either Party to this Agreement to enforce any of the provisions of this Agreement shall in no way be construed to be a waiver of such provisions. In the event that any provision of this Agreement shall be held to be invalid, the remaining provisions of this Agreement shall be unimpaired and the invalid provisions shall be replaced by a mutually acceptable provision. This Agreement may be updated from time-to-time by TraderTools by its posting changes thereto on its website, located at [Eval Terms URL].The Parties agree that where the context of any provision indicates an intent that it shall survive the termination of this Agreement, then it shall so survive. Damages may be an inadequate remedy in the event of a breach by either Party to this Agreement and that any such breach by either Party may cause the other Party great and irreparable injury and damage. Accordingly, both Parties agree that the Party claiming breach shall be entitled, without posting a bond or waiving any additional rights or remedies otherwise available to it at law or in equity or by statute, to injunctive and other equitable relief. This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior discussions, agreements and representations, whether oral or written and whether or not executed by the Parties. All notices required hereunder shall be in writing and transmitted to TraderTools at its address as first set forth in these TraderTools Trial Maker Taker Agreement, and to Licensee’s address as set forth in the web form that granted access to this Trial unless either Party provides written notice to the other Party of a different address. Notices shall be effective upon the date of confirmed delivery or at such time as delivery is refused by addressee upon presentation. The preamble hereto shall form an integral part of this Agreement. The headings in this Agreement are for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any of its provisions.
A. PriceOn™️ FX Market Making Tool-Kit – provides a feature set that enables Licensee to create unique electronic liquidity streams using algorithmic Price making, inventory control, and risk management tools. Upon deal execution, Trade information is transmitted to a Trade processing system via a standard straight-through-processing (“STP”) message.