USER AGREEMENT AND DISCLAIMER

Please read the following carefully.
All terms and conditions must be agreed to prior to use of this software.

Optima by Trade-IdeasTM and/or Trade Ideas, LLC and/or Trade-IdeasTM (“TI”) reserves the right to modify the terms and conditions contained herein. Your use of the TI website and software (“TI Services”) constitutes YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF USE, as modified. IF YOU DO NOT UNDERSTAND AND/OR WISH TO ACCEPT THE TERMS AND CONDITIONS OF USE CONTAINED HEREIN, DO NOT USE THE TI SERVICES.
I.	Accepting the Terms
User must first agree to the Terms. Users may not use the TI Services if they do not accept the Terms.
1.	A User can accept the Terms by:
a.	clicking to accept or agree to the Terms, where this option is made available by TI in the user interface for any TI Service; or
b.	by actually using TI Services. In this case, User understands and agrees that TI will treat the use of TI Services as acceptance of the Terms from that point onwards.
2.	A User may not use TI Services and may not accept the Terms if (a) User is not of legal age or in any other way lack capacity to form a binding contract with TI (b) User is a person barred from receiving TI Services under the laws of the United States or other countries including the country in which User resides or from which User accesses TI Services.
3.	Before continuing, User should print off or save a local copy of the User Agreement’s Terms and Conditions for personal records.
II.	Provision of TI Services
TI is constantly innovating in order to provide the best possible experience for its users. User acknowledges and agrees that the form and nature of TI Services may change from time to time without prior notice to User.
1.	As part of this continuing innovation, User acknowledges and agrees that TI may stop (permanently or temporarily) providing TI Services (or any features within TI Services) to User or to users generally at TI’s sole discretion, without prior notice. User may stop using TI Services at any time. A User does not need to specifically inform TI when s/he stops using TI Services.
2.	User acknowledges and agrees that if TI disables access to the account, User may be prevented from accessing TI Services, User account details or any files or other content which is contained in the User’s account.
3.	User acknowledges and agrees that while TI may not currently have set a fixed upper limit on the number of transmissions a User may send or receive through TI Services or on the amount of server activity used for the provision of any TI Service, such fixed upper limits may be set by TI at any time, at TI’s discretion.
4.	User acknowledges that TI analyzes the behavior of all TI users. TI may from time to time use 3rd party research and technology to help analyze the customer behavior data.
III.	Security Disclaimers
Nothing herein constitutes an offer or a solicitation for the purchase or sale of any security to any person in any jurisdiction in which such an offer or solicitation is not authorized. All purchases and sales of securities must and are made through a registered securities broker or dealer of the User’s choosing with whom the User has a contractual relationship and have agreed to and accepted such broker's or dealer's terms and conditions.
IV.	Limitations of Liabilities & Warranty Disclaimers
1.	TI shall not be liable for any errors or delays in the information, data, content, quotes, transactions, advertisements, and/or other material contained in, gathered by, used in, relied upon, and/or presented by TI (hereinafter collectively "Information and/or Services").
2.	THE INFORMATION AND/OR SERVICES PROVIDED BY TI IN RELATION TO THE INFORMATION AND/OR SERVICES ARE PROVIDED ON AN "AS IS" BASIS. TI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE INFORMATION OR SERVICE, IN NO EVENT WILL TI BE LIABLE TO ANY OTHER PARTY, INCLUDING ANY USER, FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF TI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR INDEMNIFICATION OBLIGATIONS, THE CUMULATIVE LIABILITY OF TI TO ANY OTHER PARTY, INCLUDING ANY USER, FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE FEES RECEIVED BY LICENSOR FROM SUCH PARTY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
V. 	Use of TI Services 
In order to access certain TI Services, Users may be required to provide information about themselves (such as identification or contact details) as part of the registration process for TI Service, or as part of the continued use of TI Services. A User agrees that any registration information given to TI will always be accurate, correct and up to date.
1.	Each User agrees to use TI Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
2.	User agrees not to access (or attempt to access) any of TI Services by any means other than through the interface that is provided by TI, unless specifically allowed to do so in a separate agreement with TI. User specifically agrees not to access (or attempt to access) any of TI Services through any automated means.
3.	User agrees to not engage in any activity that interferes with or disrupts TI Services (or the servers and networks which are connected to TI Services).
4.	Unless User is specifically permitted to do so in a separate agreement with TI, User agrees not to reproduce, duplicate, copy, sell, trade or resell TI Services for any purpose.
5.	User agrees to be solely responsible (and that TI has no responsibility to User or to any third party) for any breach of obligations under the Terms and for the consequences (including any loss or damage which TI may suffer) of any such breach.
VI.	Passwords, Account Security and Privacy
1.	User agrees and understands to be responsible for maintaining the confidentiality of passwords associated with any account used to access TI Services.
2.	User agrees to be solely responsible to TI for all activities that occur under User’s account.
3.	If User becomes aware of any unauthorized use of their password or of their account, User agrees to: (a) notify TI immediately at info@trade-ideas.com and (b) change their password at http://www.trade-ideas.com/AccountManagement/. 
4.	For information about TI’s data protection practices, please read TI’s privacy policy at http://www.trade-ideas.com/PrivacyStatement.html. This policy explains how TI treats User information and protects User privacy, when using TI Services.
5.	User agrees to the use of User data in accordance with TI’s Privacy Statement.
VII.	Proprietary Rights
TI Services, including all contents, are protected as a collective work and/or a compilation, as the case may be, to the maximum extent permitted by copyright and/or any other applicable law and/or international treaty (“Intellectual Property Protection Laws”). User acknowledges and agrees that TI (or TI’s Licensors) own all legal right, title and interest in and to TI Services, including any intellectual property rights which subsist in TI Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
1.	Unless agreed otherwise in writing with TI, nothing in the Terms gives a User a right to use any of TI’s trade names, trade marks, service marks, logos, domain names, or any other distinctive brand features.
2.	User agrees not to remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within TI Services.
3.	Unless expressly authorized to do so in writing by TI, User agrees that in using TI Services, User will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
4.	User agrees not to use the Information and/or TI Services in any manner that could compete with TI.
VIII.	License from TI
1.	TI gives the User a limited, non-assignable and non-exclusive license to use the software provided by TI as part of TI Services. This license is for the sole purpose of enabling the User to use and enjoy the benefit of TI Services as provided by TI, in the manner permitted by the Terms.
2.	User may not (and may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless given prior written permission to do so by TI.
3.	Unless TI has given User specific prior written permission to do so, User may not assign (or grant a sub-license of) rights to use the Software, grant a security interest in or over rights to use the Software, or otherwise transfer or encumber any part of rights to use the Software.
4.	TI owns and retains all proprietary rights in TI Services. Data as part of TI Services may contain copyrighted material and other proprietary information of TI and its Licensors. The provision of TI Services does not transfer to User or any third party any rights, title or interest in or to such intellectual property, including, without limitation, any intellectual property rights in any TI or third-party content.
IX.	Data Subscriptions and Payment
1.	Subscription Fees. The Subscription Fee will remain fixed during the Subscription Term unless User: 
a.	upgrades products or base packages, or 
b.	subscribes to additional services or products.
2.	Payment by credit card. If User pays by credit card, User authorizes TI to charge User’s credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
3.	Payment against invoice. If User pays by invoice, TI will invoice User no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when additional fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified.
4.	Payment Information. User will keep contact information, billing information and credit card information (where applicable) up to date. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance for the entire Subscription Term, uncles otherwise agreed in writing.
5.	Exchange Fees and Sales Tax. All Subscriptions are exclusive of Exchange Fees and taxes, which TI will charge as applicable, or include in its invoices, as the case may be. User agrees to pay any Exchange Fee applicable to the use of TI Services. User agrees to pay any taxes applicable to the use of TI Services and any additional services of products if applicable. User shall have no liability for any taxes based upon TI gross revenues or net income. If User is located in the European Union, all fees are exclusive of any VAT and User represents that s/he is registered for VAT purposes in their member state. At TI’s request, User will provide TI with the VAT registration number under which User is registered in their member state. If User is subject to GST, all fees are exclusive of GST. If User is required to deduct or withhold any tax, User must pay the amount deducted or withheld as required by law and pay TI the full amount of payment due as if there were no deduction or withholding.
X.	Limitations and Prohibited Use of TI 
As an expressed condition of using TI, User agrees to not use the website and/or software and/or the Information and/or TI Services for any purpose that is unlawful or that is prohibited by these conditions and terms. Further, User agrees to determine that the use of TI to connect to and/or utilize information and/or services of User's securities broker or dealer is not prohibited by User's securities broker or dealer. TI may only be used by a User located in a jurisdiction, state, county, province, territory, and/or country where such Information and/or TI Services are allowed by (a) the jurisdiction, state, country, province, territory, and/or country, and (b) the United States. 
XI.	Restriction on and/or Termination of Access
1.	Term. This License commences on the date User first licensed TI Services and will continue for the Subscription Term, as selected by User in the payment process. It will be automatically renewed for an additional Subscription Term unless and until terminated pursuant to this Section XI. TI may notify User that a License will not be renewed for an additional Subscription Term at any time.
2.	Termination. There is no Early Termination; No Refunds. The Subscription Term will end on the expiration date and User cannot cancel it before its expiration. TI does not provide refunds if User decides to stop using TI Services during the Subscription Term. If User wishes to terminate this License, notify TI in writing. Upon TI’s receipt of User’s request, the subscription to TI Services will no longer automatically renew and will expire at the end of the then-current Subscription Term.
3.	Termination for Breach. Either party may terminate this Agreement for cause, as to any or all TI Services: (i) upon a thirty (30) days notice to the party that committed a material breach if such a breach remains uncured at the expiration of such period, or (ii) immediately, if the breaching party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. TI may also terminate this Agreement for cause upon a thirty (30) days notice if TI, in its sole discretion, determines that User directly or indirectly caused or may cause any kind of damages to TI, its prospects, or its customers. This Agreement may not be terminated otherwise prior to the end of the Subscription Term.
4.	Suspension. TI may suspend User’s access to the data if User is in breach of this License. TI reserves the right, in its sole discretion, to restrict, suspend or terminate User's access to any and/or all of the Information and/or TI Services at any time without prior or subsequent notice to User.
5.	Survival. Sections 4, 8.4, 11.5 will survive the expiration or termination of this License. Upon termination, User will delete all copies of TI Services and its data in User’s possession.
XII.	Simulated Performance Disclaimer for OddsMaker & A.I. System, {“HOLLY”)
1.	In addition to the Limitations of Liabilities described in Section 4, User understands that the OddsMaker & A.I. System, (referred to as “HOLLY”) and results shown herein are for informational purposes only. All the information included herein should not be considered as a recommendation to buy, sell or hold any security or use any trading system.
2.	User understands that TI is not responsible for any losses that may result from whatever action you elect to take based on your use of TI Services including the OddsMaker & HOLLY software. The OddsMaker & HOLLY software may highlight different types of systems or algorithms from which User may choose to execute trades. Any type of system or algorithm User elects bears certain risks, along with the inherent financial risks related to investing in the stock market.
3.	When trades are executed in real market conditions using market orders, User may suffer financial losses due to market instability and/or volatility which may cause the market to move against User’s position. Therefore, a decision to trade in the stock market is made at User’s own risk and responsibility. It is strongly recommended that User does their own research prior to commencing trading.
4.	OddsMaker & HOLLY systems assume trades occur with at least one share with no consideration for partial fills, nor increased market order slippage. Therefore, User’s actual trading results may not match the results displayed in the OddsMaker or HOLLY panel. 
5.	Hypothetical or simulated performance results have certain inherent limitations. Unlike an actual performance record, simulated results do not represent actual trading. Also, since the trades have not actually been executed, the results may have under- or over-compensated for the impact, if any, of certain market factors, such as lack of liquidity. Simulated trading programs in general are also subject to the fact that they are designed with the benefit of hindsight. No representation is being made that any account will or is likely to achieve profits or losses similar to those shown.
XIII.	Jurisdiction and Law that Applies to Agreement
This Agreement shall be governed and construed in accordance with the law of the State of California and the United States User agrees to submit itself to the jurisdiction of the state and federal courts located in San Diego County, California, United States with respect to any legal proceedings that may arise in connection with TI, the Information and/or TI Services, and/or any dispute regarding this Agreement.
XIV.	Arbitration
Any controversy, claim or dispute arising out of or relating to this Agreement, shall be settled solely and exclusively by binding arbitration in San Diego, California. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of JAMS/Endispute ("JAMS"), with the following exceptions if in conflict: (a) one arbitrator shall be chosen by JAMS; (b) each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS' rules and regulations) of the proceedings has been given to such party. Each party shall bear its own attorneys fees and expenses. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided however, that nothing in this subsection shall be construed as precluding the bringing an action for injunctive relief or other equitable relief. The arbitrator shall not have the right to award punitive damages or speculative damages to either party and shall not have the power to amend this Agreement. The arbitrator shall be required to follow applicable law. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.