Quantiacs User Agreement

1)    Binding Agreement.  This Quantiacs User Agreement (the “Agreement”) is a binding agreement between Quantiacs, LLC (“Quantiacs,” “us”, or “we”) and each of its users (“Users” or “you”) who accept the terms of this Agreement by clicking the applicable box or link or otherwise acknowledging their acceptance of this Agreement through Quantiacs’ website, application, or other physical or digital medium.  Your access to, and use of, Quantiacs, its platform and all of its content, services, and features (collectively, the “Services”) are subject to the terms and conditions of this Agreement.  Users should review this Agreement carefully before accessing Quantiacs or using any of the Services.  Quantiacs may revise, update or amend this Agreement from time to time. Your continued use of the Services after such updates, revisions, or amendments will acknowledge your agreement to those updates or amendments.  DO NOT USE QUANTIACS OR ITS SERVICES IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT.  AMONG OTHER MATERIAL TERMS, THIS AGREEMENT REQUIRES ARBITRATION TO RESOLVE DISPUTES BETWEEN USERS AND QUANTIACS, AND ALSO LIMITS THE AVAILABILITY OF CLASS ACTION LAWSUITS AND OTHER REMEDIES TO USERS OF QUANTIACS.
 
2)    Quantiacs’ Services.  Quantiacs enables traders and developers to program and test algorithms and trading systems (“Systems”) using open source development and testing software provided by Quantiacs.  Quantiacs also provides Users with tools and resources they can use to test their Systems for trading stocks, ETFs, commodities, futures and other instruments and markets, including access to historical data.  A User may upload the source code for the User’s System (the User’s “Private Content”) onto Quantiacs’ platform where it may automatically be back-tested, using Quantiacs’ historical market data, paper traded, using live market data, and begin acquiring a simulated track record.  Quantiacs may then market a User’s System by generating and publishing simulated track records and other information pertaining to a System submitted to Quantiacs, including equity curves, sharpe ratios, margin to equity ratios, and other measures of performance and risk, as well as computed position sizes, historical orders and exposure and other reports, statistics and information which Quantiacs may, in its sole discretion, deem appropriate to promote or describe a System or compare it to other Systems (all of which measures, reports, statistics, information, descriptions and comparisons, other than a User’s Private Content, are deemed “Public Content” for the purpose of this Agreement).  Quantiacs may publish Public Content on Quantiacs’ website and elsewhere, and make the System available to the public to trade over Quantiacs’ platform.  The Private Content and the Public Content shall collectively be deemed to be “User Content” for the purpose of this Agreement.  

3)    Remuneration.  Unless otherwise agreed in writing, a User who submits a System to trade over Quantiacs’ platform shall be entitled to receive an incentive fee of ten percent (10%) of Net New Profits the System earns for an investor, calculated daily and paid quarterly.  “Net New Profits” is defined to mean:  (i) the net realized trading profits and losses, including interest income earned or credited to the investor’s account, plus (ii) the unrealized trading profits and losses in the investor’s account, less (iii) any Carry Forward Losses (as defined below) from previous months that have not been recouped, less (iv) brokerage, exchange and other fees charged or accrued to the investor’s account, if applicable.  Net New Profits shall not be reduced by extraordinary expenses, if any, or by the incentive fee itself, and the System shall not be required to earn back any incentive fees previously paid in order to generate Net New Profits for the investor’s account.  However, if Net New Profits for any period are negative, then the negative balance shall constitute a "Carry Forward Loss" for the beginning of the next period.  No incentive fees shall be payable until future Net New Profits exceed Carry Forward Losses.  In this manner, any trading losses in the investor’s account from prior periods must be recouped and an all-time new high profit level must be achieved before further incentive fees will be payable.

4)    No Investment or Professional Advice.  You acknowledge and agree that Quantiacs will not provide you or other Users with investment or financial advice absent a separate written advisory agreement (in addition to this Agreement) concerning the same, and Quantiacs will never provide you or other Users with tax or legal advice.  Any observations or discussion of any commodity, security, algorithm or strategy provided by Quantiacs or through the Services is not a recommendation to make any investment decision, nor is it advice regarding the risk or suitability of any investment.  You should consult with your own professional advisor for any form of investment advice.

5)    Order Execution.  Quantiacs is not a broker-dealer, introducing broker or futures commission merchant (a “Broker”), is not affiliated with a Broker, and does not endorse any Broker.  Unless otherwise stated in a separate written agreement (in addition to this Agreement), any services accessed through Quantiacs that facilitate securities, commodities or futures transactions are provided by independent Brokers with whom you or another person or entity has an account independent of Quantiacs.  Quantiacs may provide you with information about Brokers but by doing so Quantiacs does not recommend or endorse any particular Broker and any Broker with whom a Quantiacs User or other person or entity maintains an account is solely responsible for its own services.  Quantiacs is not liable for any damages of any kind relating to any Broker’s services.

6)    Third Party Content.  Quantiacs does not generate or control any data or other content supplied by third parties that may be included on Quantiacs’ websites or in its Services, and Users and others who rely on such data or content rely on the respective authors and publishers of such data or content at their own risk.  Quantiacs does not endorse or guarantee the accuracy or completeness of any data or content supplied by third parties and makes no warranties of any kind with respect to any third party data or content.  YOU ACKNOWLEDGE AND AGREE THAT QUANTIACS IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS AND OPERATORS OF OTHER WEBSITES ACCESSIBLE THROUGH QUANTIACS.

7)    Use Outside of the U.S.  Quantiacs makes no representation or warranty that any content or Services are appropriate for use in locations outside the United States.  Those who choose to access Quantiacs from outside of the United States are solely responsible for compliance with local laws.  Quantiacs may, but is under no obligation to, limit the availability and accessibility of its content and Services in certain jurisdictions of its choosing.

8)    Privacy.  While Quantiacs will endeavor to use commercially reasonable efforts to ensure the security of your personal information and content, Quantiacs cannot guarantee that security breaches will not occur and cannot warrant the security of your information and content.
 
9)    Account Security.  Users are responsible for (i) maintaining the security and confidentiality of their login names, passwords, and other account information; (ii) all activities that occur through their Quantiacs accounts; and (iii) any and all losses incurred by Quantiacs or any other person or entity due to such activities.  In the event that you become aware of any unauthorized use of your account, or any other security breach, you agree to immediately notify Quantiacs of the same in writing.  To minimize the risk of a security breach, you agree to log out of Quantiacs at the end of each session and to ensure that your login information is not saved on any public or shared computers or devices and to otherwise exercise good care to protect your account’s security.

10)    Quantiacs IP.  When you post or submit Private Content to Quantiacs, you will retain your ownership of such Private Content.  Likewise, Quantiacs shall retain ownership of its content and other intellectual property.  You acknowledge and agree that (i) Quantiacs’ code, proprietary methods, and systems; (ii) the design, graphical elements, and appearance of Quantiacs and the Services; (iii) Quantiacs’ content; and (iv) any intellectual property, trade secret, or otherwise protectable information contained in the foregoing (collectively, "Quantiacs IP") may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without Quantiacs’ prior written permission.  You acknowledge and agree that Quantiacs’ IP is the sole property of Quantiacs or its licensors.  You agree to abide by all copyright notices, information, or restrictions with respect to Quantiacs’ IP and acknowledge that, other than the license expressly contained in this Agreement (below), you do not have a license to Quantiacs’ IP.  Quantiacs’ names, logos, and other materials displayed on Quantiacs’ websites and Services, together with the goodwill associated with them, constitute trademarks, trade names, service marks or logos (“Marks”) owned exclusively by Quantiacs.  You agree not to use any Marks in any manner whatsoever without Quantiacs’ prior written consent.

11)    License to User.  Subject to the Prohibited Uses Section of this Agreement and the other limitations contained in this Agreement, Quantiacs grants Users who have entered into this Agreement with Quantiacs, and who are in compliance with this Agreement’s terms, a non-exclusive and non-transferable limited right and license to access Quantiacs and use the Services for personal or business purposes.  The license granted under this section does not extend to any access or use of Quantiacs by Users on behalf of any third parties.  You acknowledge and agree that, notwithstanding the license granted under this section, you may not transfer, provide, or otherwise make available any market data accessible through Quantiacs, or any synopsis or analysis thereof, to any third party.  You agree not to reproduce, duplicate, sell, copy, or use for any commercial purpose any Quantiacs content or part thereof.  You agree not to publicly distribute any Quantiacs content regardless of whether you charge any fee or receive any consideration for such distribution.

12)    Prohibited Uses.  You agree that, under this Agreement, and as a condition of your access to Quantiacs and the Services, you shall not:
(a)    Use Quantiacs to transmit any unlawful, obscene, harmful, or objectionable content, including, but not limited to, content that violates applicable law or may give rise to legal claims against you or Quantiacs, or any content that violates any agreement with any third party or contains information that you are under any duty to keep confidential or that infringes on any intellectual property right, trade secret right, or privacy right of any person or entity;
(b)    Transmit any malicious content or files, including content or files containing malware, viruses, spam, or similar materials, through or using Quantiacs;
(c)    Promote any commercial enterprise through which you receive direct or indirect compensation, or other consideration, other than from Quantiacs;
(d)    Use Quantiacs for any purpose that is unlawful or prohibited under this Agreement, including uses that violate any legal or contractual rights of any person or entity, including but not limited to intellectual property rights; or
(e)    Knowingly transmit any false, inaccurate or harmful information using Quantiacs.

13)    User’s Ownership of and Rights to Content.  When you post or submit any of your User Content, to Quantiacs, you will retain your ownership of such content.  You represent that you exclusively own all User Content that you post or submit to Quantiacs, together with any and all rights thereto, and that your posting or submitting such User Content to Quantiacs does not infringe on any intellectual property rights or other rights of any other person or entity.  Quantiacs shall have no responsibility or liability for the deletion of, or failure to store, any User Content you may post or submit to Quantiacs and Quantiacs may delete such User Content from its websites at its discretion.  You acknowledge that Quantiacs may delete accounts that are inactive or that belong to Users who have violated this Agreement.  Quantiacs will endeavor to use commercially reasonable efforts to protect your Private Content from unauthorized disclosure to or use by any third parties without the User’s consent.  Quantiacs requires the ability to provide the Services and conduct its business free of any risk of potential liability for or involvement in intellectual property disputes, including disputes between or among various Users.  Consequently, and notwithstanding Quantiacs’ aforementioned intent to protect your Private Content from unauthorized disclosure or use, Quantiacs shall have no responsibility or liability for any inadvertent disclosure of any Private Content, including any confidential information and intellectual property, to any other person or entity.  

14)    License to Quantiacs.  While you retain ownership of all User Content you post or submit to Quantiacs, you grant Quantiacs, as well as its Related Parties (as defined below), a non-exclusive, transferrable, sub-licensable, worldwide, royalty-free, perpetual and irrevocable license to use, reproduce, distribute, create derivative works of, display, import or otherwise exploit your Public Content in any form, media, or technology, whether now known or hereafter developed.  Furthermore, in order to assess the risks associated with any System, or otherwise evaluate a System or provide Services, it may become necessary for Quantiacs or its Related Parties to view Private Content, and you hereby consent and agree to the same.  If in the course of providing technical support or other maintenance of the Services it becomes necessary or appropriate for Quantiacs to use your Private Content, then you consent and agree to the same provided that such use shall be restricted to the extent necessary to provide such technical support or other maintenance of the Services.  You represent that you have the right to grant such license with respect to all User Content and that your grant of such license does not infringe on any rights belonging to any other person or entity.  This section shall survive the termination of this Agreement for any reason.

15)    Non-Circumvention.  If and to the extent that you gain exposure to any business opportunities through or as a result of your receipt of or participation in Quantiacs’ Services, including the allocation to you or your System of any investment, seed capital or other assets (each an “Opportunity”), then you agree to (i) immediately inform Quantiacs of the same, and (ii) pay or cause Quantiacs to be paid its standard or reasonable compensation in connection with any such Opportunity.  You agree not to circumvent, avoid, bypass, or obviate, directly or indirectly, any participation by Quantiacs in any such Opportunity.  Without limiting the foregoing, you agree not to contact or correspond with any User, including any investor or potential investor, other than through Quantiacs’ Services, without first obtaining Quantiacs’ express written permission to do so.  In the event that any User violates this Non-Circumvention Section of this Agreement, then the User agrees to and hereby does (i) grant Quantiacs the same License with respect to all of the User’s Private Content as the User grants to Quantiacs with respect to the Public Content under this Agreement, and (ii) waives the right to any and all fees, revenue and other remuneration to which the User would otherwise be entitled arising from or in connection with use or exploitation of any User Content by Quantiacs.

16)    Copyright. If you believe that a Quantiacs user has infringed on copyrighted and/or patented work, please provide immediate written notice of the same to Quantiacs by sending an email to the address listed in the contacts section of the website located at www.quantiacs.com, with the subject line “Copyright Notice,” including the following information:
(a)    A description of the copyrighted and/or patented work that you claim has been infringed;
(b)    A description of where the material that you claim is infringing is located and, if possible, a screenshot or copy of the material;
(c)    Your address, telephone number, and email address;
(d)    An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright and/or patented interest;
(e)    A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright and/or patent owner, its agent, or the law; and
(f)     A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright and/or patent owner or authorized to act on the copyright owner's behalf.

17)    Disclaimer of Warranties.  QUANTIACS MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, SYSTEM INTEGRATION, AVAILABILITY, INTEGRITY, RELIABILITY, TRANSMISSION OR RESPONSE TIME, DATA ACCURACY, AVAILABILITY, COMPLETENESS, TIMELINESS, SUITABILITY OF CONTENT OR SERVICES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, INCLUDING WITH RESPECT TO ITS WEBSITES AND SERVICES.  YOUR USE OF QUANTIACS AND THE SERVICES IS ENTIRELY AT YOUR OWN RISK
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18)    Limitation of Liability.  NEITHER QUANTIACS NOR ITS OWNERS, PARENTS, SUBSIDIARIES, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, AFFILIATES OR SPONSORS (EACH A “RELATED PARTY”) ARE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO YOUR USE OF, OR INABILITY TO USE, QUANTIACS OR THE SERVICES, OR FOR CONTENT ACCESSIBLE THROUGH QUANTIACS.  THE FOREGOING IS APPLICABLE WHETHER OR NOT THE LOSS OR INJURY IS CAUSED BY EVENTS BEYOND THE CONTROL OF QUANTIACS OR ANY RELATED PARTY.  TO THE EXTENT THAT QUANTIACS MAY NOT, AS A MATTER OF APPLICABLE LAW IN ANY PARTICULAR JURISDICTION, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF Quantiacs’ LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW IN SUCH JURISDICTION.

19)    Release.  To the maximum extent permitted under applicable laws, you hereby release Quantiacs and its Related Parties from any liability related to:  (a) any incorrect or inaccurate content accessible through Quantiacs; (b) the conduct, whether online or offline, of any User; and (c) any error or omission, interruption or deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access, or alteration, of, to or in connection with Quantiacs or the Services.  If you are a California resident, you hereby waive California Civil Code Section 1542, which states:  “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

20)    Indemnity.  You agree to indemnify, defend, and hold Quantiacs and its subsidiaries, parent companies, affiliates, officers, directors, agents, partners, employees, and representatives harmless from and against any and all claims, demands, actions, causes of action, damages, losses, costs or expenses (including reasonable attorneys’ fees, expert witness fees and disbursements) which arise or relate, directly or indirectly, out of, from or to (i) your breach of this Agreement or violation of any applicable law or regulation, (ii) any allegation that any materials that you post or submit to Quantiacs infringes or otherwise violates the copyright, trade secret, trademark or other intellectual property rights, or any other rights of any person or entity, or (iii) access or use of Quantiacs and/or the Services by you or anyone using your Quantiacs account.  This section shall survive the termination of this Agreement for any reason.

21)    Dispute Resolution.
(a)    All controversies, disputes, demands, counts, claims and causes of action (including the arbitrability of the same) between you and Quantiacs (or any Related Party) arising out of, under, or relating in any way to this Agreement or the subject matter hereof, including your use of Quantiacs or the Services, shall be settled exclusively through binding arbitration.  Unless arbitration before another body is required by applicable law, or unless otherwise agreed by all parties in writing, the arbitration shall be conducted before a panel of three (3) commercial arbitrators with substantial experience in resolving commercial contract disputes in accordance with the JAMS rules as then in effect (the “Rules”).  The arbitration shall be held in a place designated by agreement of the parties or, in the absence of such agreement, at a place in San Francisco, California, designated by the arbitration panel, and, except to the extent inconsistent with this Agreement, shall be conducted in accordance with the Rules in effect at the time of the arbitration.
(b)    Notwithstanding the foregoing, the arbitrators shall be empowered only to interpret and apply the terms of this Agreement, and shall not be empowered to revise or amend any provision in this Agreement, or to make a decision based on any such revision or amendment.  The arbitral award shall be in writing, state the reasons for the award and relief granted and shall be final and binding on the parties to the arbitration.  Any award rendered shall be subject to appeal pursuant to the JAMS optional appeals procedure and, if not so appealed or following affirmance if appealed, may be confirmed, judgment upon any award rendered may be entered, and such award of the judgment thereon may be enforced, in any court of any state or country having jurisdiction over the parties and/or their assets.
(c)    The arbitration proceedings, all documents and all testimony, whether written or oral, produced in connection therewith, and the arbitration award shall be confidential.  You are aware and acknowledge that by entering into this Agreement you are WAIVING YOUR RIGHT TO USE ANY FEDERAL, STATE OR MUNICIPAL COURT SYSTEM to assert or defend your rights under this contract and that any claims will be determined by arbitrators and not by a judge or jury.  Arbitration decisions are fully legally enforceable and are subject to very limited appellate review as compared to court orders.  Arbitration decisions shall be confidential unless otherwise required to be disclosed by law or by any administrative body.
(d)    ANY CLAIMS BROUGHT BY EITHER YOU OR QUANTIACS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.  THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE, COLLECTIVE OR CLASS PROCEEDING.
(e)    If any part of this Dispute Resolution section is deemed to be invalid, unenforceable or illegal, then the remainder of this Dispute Resolution section shall remain in effect.  In the event this Dispute Resolution section is held unenforceable by a court of competent jurisdiction, or in the event JAMS refuses to arbitrate the dispute, all controversies, disputes, demands, counts, claims, or causes of action shall be brought exclusively in the courts located in San Francisco, California, and you hereby submit to the jurisdiction of such courts over your person and the subject matter of this Agreement.

22)    Termination.  If you object to any change to Quantiacs’ websites or Services, or deletion of content therefrom, your sole remedy is to terminate this Agreement and no longer use Quantiacs.  You are free to discontinue your use of the Services at any time in your sole discretion, with or without cause.  Likewise, Quantiacs is free to terminate your password, account, use and access to Quantiacs and the Services, in whole or in part, at any time in Quantiacs’ sole discretion, with or without cause.  Any such termination, including any termination of this Agreement shall not terminate any obligations of the parties which, by their terms, are intended to survive the termination of this this Agreement, including the License to Quantiacs, Indemnification and the Dispute Resolution sections of this Agreement.  For clarification, and without limiting any other provision of this Agreement, you acknowledge that investors and/or other Users may have allocated assets, developed derivative works or otherwise taken action in reliance upon a User’s System or Public Content during the term of this Agreement, and you consent to the continued use of all User Content subsequent to the termination of this Agreement in accordance with the terms hereof.  Notwithstanding the termination of this Agreement, you shall continue to be entitled to receive any and all fees, revenue and other remuneration to which you would otherwise be entitled arising from or in connection with the use or exploitation of any of your User Content by Quantiacs.

23)    Communications by Email. You agree to receive all legal and business notifications through email delivered to the email address for you which Quantiacs has on record and acknowledge that all notifications provided to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.  You are responsible for ensuring that the email address that Quantiacs has on record is current and accessible.  If you do not consent to receive notifications electronically, or if you withdraw your consent, then from that time forward you agree to and shall discontinue using Quantiacs and the Services.

24)    Entire Agreement.  All discussions, correspondence, understandings, and agreements heretofore had or made between the parties are superseded by and merged into this Agreement, which alone fully and completely expresses the agreement between the parties concerning the subject matter hereof, and the same is entered into with no party relying upon any statement or representation made by or on behalf of any party not embodied in this Agreement.  

25)    Governing Law.  This Agreement and the relationship between you and Quantiacs shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.  

26)    Assignment.  This Agreement is not assignable, transferable or sub-licensable by you except with the prior written consent of Quantiacs.  Notwithstanding the foregoing, Quantiacs may freely assign this Agreement, without your consent, to any Related Party or to any other person or entity who acquires substantially all of the assets of Quantiacs.  

27)    Waiver.  No waiver by Quantiacs of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default.  

28)    Headings, Interchangeability and Interpretation.  The headings of sections and subsections contained in this Agreement are merely for convenience of reference and shall not affect the interpretation of any of the provisions of this Agreement.  Whenever the context so requires, the singular shall include the plural and vice versa.  All words and phrases shall be construed as masculine, feminine or neuter gender, according to the context.  Whenever the term “include,” “including,” or “included” is used in this Agreement, it shall mean “including without limiting the generality of the foregoing”.  

29)    Severability.  Whenever possible, each provision of this Agreement shall be construed and interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement or the application thereof to any party or circumstance shall be prohibited by or invalid under applicable law, then such provision shall be ineffective to the extent of such prohibition without invalidating the remainder of such provision or any other provision of this Agreement or the application of such provision to other parties or circumstances.  

30)    User Representation. You represent and warrant to Quantiacs that you have read this Agreement in its entirety, that you understand the terms of this Agreement and understand that the terms of this Agreement are legally enforceable, that you have entered into this Agreement freely and voluntarily, that you intend to and shall be legally bound by this Agreement, and that you have full power, right, authority, and competence to enter into and execute this Agreement.