Services End User License Agreement
YOU MAY NOT USE IRISOS UNLESS YOU ACCEPT THIS ELECTRONIC SERVICES END USER SUBSCRIPTION AGREEMENT DURING THE CHECKOUT PROCESS.
Please read this agreement carefully. This is a legally binding agreement (“Agreement”) between you and IRISOS SA (“Licensor” or “IRISOS”). By licensing, ordering or subscribing to the IRISOS System and completing the “I AGREE” segment at the end of this Agreement (collectively, the “Subscription”), you are agreeing to be legally bound by the terms of this Agreement. This Agreement includes, in part, all other agreements, terms and conditions which appear on any web site or online registration form affiliated in any way with the IRISOS System, except as noted in the last two sentences of this paragraph (collectively, the “Other Terms and Conditions”). You understand and agree that this Agreement (including those Other Terms and Conditions) has the binding legal force and effect of a contract. If there is any conflict between this Agreement and the Other Terms and Conditions, this Agreement shall govern.
THIS AGREEMENT DOES NOT COVER OR RELATE TO THE OPENING OF A BROKERAGE ACCOUNT OR BROKERAGE SERVICES OR TRANSACTIONS OF ANY KIND. ALL MATTERS RELATING TO BROKERAGE SERVICES AND TRANSACTIONS ARE COVERED BY AGREEMENTS BETWEEN YOU AND YOUR FIRM OF CHOICE.
1. GRANT OF LICENSE.
1.1. IRISOS grants to you, upon entering into a Subscription, a revocable, non-transferable, non-exclusive license to use the IRISOS System on your computer terminal and/or on your Smartphone (at any given time). The IRISOS System includes (i) alert tools and applications (if and when available), including the basic services and all premium or optional services you select (collectively, the “Related Services”), and (ii) market and other financial data, news and other financial, market and/or business information (if and when available) (collectively, the “Data”).
1.2. In order to access any components of the IRISOS System on a network, each individual making such access through the network must have a Subscription (i.e., there must be a per individual Subscription). Except as expressly set forth in this Agreement or otherwise authorized by IRISOS in writing, you may not directly or indirectly offer or transmit all or any portion of the Related Services or Data to third parties, whether by way of subscription, license, sale or otherwise.
1.3. This Agreement and the license granted may not be transferred, assigned, leased, rented, sublicensed or otherwise transferred by you. In no event may the IRISOS System be used by subscribers for or in connection with any unlawful purpose.
1.4. You may not modify, translate, reverse engineer, de-compile or disassemble the Related Services or Data. The use of automated query systems to access the Data is strictly prohibited. Any use of such systems will result in immediate termination of access.
1.5. IRISOS has the right, at any time and without notice, to (i) revoke or limit your license (or any portion of it), and/or (ii) change or discontinue provision of the IRISOS System (or any portion thereof). If any of the Data Suppliers furnishing Data ceases to furnish it in a manner which is compatible with the Related Services or any receipt/transmission equipment software, Licensor may terminate the inclusion and delivery in the Subscription of as much Data as is affected, without advance notice, without incurring any liability to you, and without any change to any of your payment or other obligations. Further, the Related Services (which among other things, determines the functionality and appearance of most if not all of the Subscription’s features) may be modified or replaced from time to time, in whole or in part, without any notice, without incurring any liability to you, and without any change to any of your payment or other obligations.
2. LOCAL RESTRICTIONS.
2.1. THE RELATED SERVICES AND DATA ARE NOT INTENDED FOR DISTRIBUTION TO OR USE BY ANY PERSON OR ENTITY IN ANY JURISDICTION OR COUNTRY WHERE SUCH DISTRIBUTION OR USE WOULD BE CONTRARY TO LOCAL LAW OR REGULATION, OR WHICH WOULD SUBJECT IRISOS TO ANY REGISTRATION REQUIREMENT WITHIN SUCH JURISDICTION OR COUNTRY. PERSONS OR ENTITIES IN RESPECT OF WHOM SUCH PROHIBITIONS APPLY MUST NOT ACCESS OR USE THE RELATED SERVICES OR THE DATA.
3. OWNERSHIP AND COPYRIGHT.
3.1. You acknowledge and agree that the Related Services and the Data are owned by Licensor and/or its third party data suppliers (the “Data Suppliers”), and are protected by Swiss copyright laws and international treaty provisions, as well as other intellectual property laws and treaties. The Related Services and Data having been and being developed, compiled, prepared, revised, selected and arranged by Licensor through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money; you further acknowledge and agree that they constitute confidential and valuable proprietary industrial property and trade secrets, and you agree not to duplicate, reproduce, publish, retransmit or redistribute the Related Services or Data.
3.2. Each Data Supplier is a third party beneficiary of this Agreement to the extent necessary to enable it to enforce its proprietary rights in the data and the applicable use restrictions contained in this Agreement
4.1. Payment Terms. In exchange for the IRISOS System being made available to you in connection with your Subscription, you agree to pay all applicable fees as displayed in the IRISOS on-line registration or otherwise made available to you. All Subscription fees payable to Licensor are due in advance, and no Subscription products or services shall be delivered to you unless and until Licensor has received full, non-conditional payment of all applicable fees, including credit card payment verification, approval and clearance. Your first month’s Subscription fee, if your Subscription relates to only a part of the first month, shall be appropriately prorated. All subscriptions are non-refundable and no part of the full monthly Subscription fee is refunded if you terminate after the first of the month (for example, if you cancel your Subscription on June 15, your membership continues until July 1, at which time it will end). In the case of an annual Subscription, any remaining charges will be refunded to your credit card, prorated on a monthly basis, after your membership is terminated.
4.2. Payment by Credit Card. You hereby authorize Licensor or its affiliate to use the credit card information furnished by you to Licensor or its affiliate for purposes of fulfilling your payment obligations under this Agreement. You further represent and warrant that (i) the credit card information provided to Licensor (card number, expiration date and card-holder’s name) is accurate and valid in all respects and lawfully authorized for use, and that you are providing your credit card information to the Licensor fully intending and expecting your credit card to be fully charged all the fees and payment amounts which you have agreed to pay in your on-line registration or otherwise, including all Subscription, data and other charges; and that (ii) such credit card belongs to you or has been authorized for your use by the legitimate card-holder. Upon expiration of your credit card, you shall notify Licensor of the new credit card expiration date and all other relevant new information pertaining to the new credit card.
4.3. Late Payments. If payment in full is not received by the due date, you will be assessed a late charge fee equal to the Licensor’s then current late charge fee amount, but not less than CHF 10.00. You shall thereafter be charged interest at the maximum legal interest rate on any unpaid balance.
5. SUBSCRIPTION CHOICES.
5.1. Monthly Subscriptions. If you register for a Monthly Subscription, you will be required to make payments on a monthly basis, as described in your Subscription registration. If you are paying by credit card, you authorize such charges to recur monthly. Payment rates may change from time to time. Any such changes may be made at the Licensor’s sole and absolute discretion; any changes to the contract will be communicated to subscribers 32 days prior to implementation. Payment rates are published in CHF and subscribers may be exposed to foreign exchange transactions, costs and exchange rate fluctuations at subscribers’ expense.
5.2. Automatic renewal. Subscriptions, whether on a monthly, annual or other periodic basis, unless terminated, automatically renew for the same time period upon continued access to and use of the IRISOS System.
6. USER NAME AND PASSWORD.
6.1. Subscribers will obtain an ID (your “User Name”) and Subscription password that enables you to use the IRISOS System (your “Password”). Subscribers agree to keep User Names and Passwords confidential, and not to disclose it to anyone else, publish it, or allow anyone else to use it. Subscribers acknowledge and agree that, in addition to providing a unique Password, the Licensor may implement technical measures that enable the Licensor to verify subscriber compliance with the terms of this Agreement.
6.2. SUBSCRIBERS ARE RESPONSIBLE FOR ALL USE, ACTIVITIES, AND CHARGES ASSOCIATED WITH OR ARISING FROM ANY USE OF THEIR PASSWORD, REGARDLESS OF WHETHER THEY AUTHORIZED SUCH USE. SUBSCRIBERS MUST PROMPTLY NOTIFY IRISOS OF ANY UNAUTHORIZED USE OF THEIR PASSWORD.
8.1. Subscriber may terminate his/her Subscription by completing and submitting the Cancellation Form.
8.2. IRISOS may immediately terminate a Subscription if the subscriber fails to make any required payment or violates or otherwise fails to observe any of the terms, conditions or provisions of this Agreement, or the Other Terms and Conditions of any of IRISOS’s Data Suppliers or other third parties affiliated with the IRISOS System, whether set forth in this Agreement or set forth elsewhere.
9. NO WARRANTIES.
9.1. ALL RELATED SERVICES AND DATA IS PROVIDED “AS IS.” THE DATA IS DERIVED FROM SOURCES WHICH THE LICENSOR AND THE DATA SUPPLIERS DEEM USUALLY RELIABLE, BUT NEITHER THE LICENSOR NOR THE DATA SUPPLIERS OR THEIR RESPECTIVE SUPPLIERS OR AFFILIATES GUARANTEE THE CORRECTNESS OR COMPLETENESS OF THE DATA. THE LICENSOR HEREBY INFORMS SUBSCRIBERS THAT INTERRUPTIONS, INACCURACIES, ERRORS AND OMISSIONS MAY FROM TIME TO TIME OCCUR.
9.2. YOU ARE STRONGLY URGED TO VERIFY PRICING AND ALL OTHER RELEVANT INFORMATION PRIOR TO MAKING ANY TRADE OR INVESTMENT. SUBSCRIBERS SOLELY AND FULLY ASSUME THE RISK THAT ERRORS OR INACCURACIES IN THE RELATED SERVICES AND/OR THE DATA MAY RESULT IN SUBSCRIBERS REACHING CONCLUSIONS THAT THEY MIGHT NOT OR WOULD NOT HAVE REACHED HAD SUCH ERRORS AND/OR INACCURACIES NOT BEEN PRESENT.
10. LIMITATION OF LIABILITY.
10.1. NEITHER THE LICENSOR NOR THE DATA SUPPLIERS (NOR ANY OF THEIR RESPECTIVE SUPPLIERS OR AFFILIATES) SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE IRISOS SYSTEM, RELATED SOFTWARE OR DATA, OR ANY INTERRUPTIONS, INACCURACIES, ERRORS OR OMISSIONS IN SUCH SOFTWARE OR DATA, EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARISE DIRECTLY FROM AN UNLAWFUL INTENT OR A GROSS NEGLIGENCE OF IRISOS.
10.2. SUBSCRIBERS AGREE THAT THE MAXIMUM AGGREGATE LIABILITY OF THE LICENSOR AND DATA SUPPLIERS TO SUBSCRIBERS RELATING TO ANY CLAIM SUBSCRIBERS MAY HAVE IN ANY MANNER RELATING TO THEIR SUBSCRIPTION, THE IRISOS SYSTEM, RELATED SERVICES OR DATA, OR THE USE, CONDITION, OPERATION, EFFECTIVENESS OR QUALITY THEREOF, SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES THAT CAN BE FINALLY PROVEN IN A COURT OF COMPETENT JURISDICTION IN AN AMOUNT NOT TO EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY SUBSCRIBERS TO THE LICENSOR FOR THE SUBSCRIPTION FOR THE MOST RECENT THREE (3) MONTHS AT THE TIME THE LIABILITY ARISES.
11.1. Subscribers shall indemnify and hold harmless the Licensor and each of the Data Suppliers, and each of their respective directors, officers, employees and affiliates, from and against any claim, damages, loss, liability, cost and/or expense (including, but not limited to, reasonable attorneys’ fees and costs, before and at any trial or other proceeding, at all tribunal levels, and whether or not any suit is instituted) that directly or indirectly arise from or are caused by (a) any use by subscribers of the IRISOS System, including any of the Related Services and/or any of the Data, (b) any breach or violation by subscribers of any term or provision of this Agreement or any other agreement subscribers have made in connection with their registration for the Subscription, and/or (c) any messages, information, or materials uploaded, posted, published, or transmitted by the subscriber in connection with the IRISOS System.
12. THIRD-PARTY WEB SITES, LINKS, AND INFORMATION.
13. CHOICE OF LAW AND PLACE OF JURISDICTION.
13.1. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE MATERIAL LAWS OF SWITZERLAND, WITHOUT GIVING EFFECT TO ANY CHOICE-OF-LAW OR CONFLICT-OF-LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THAT OF SWITZERLAND.
13.2. SUBSCRIBERS HEREBY CONSENT TO, AND AGREE TO BRING ANY AND ALL CLAIMS IN THE EXCLUSIVE JURISDICTION OF ORDINARY COURTS HAVING JURISDICTION AT THE SEAT OF IRISOS, FOR ANY ACTION OR PROCEEDING ARISING UNDER OR RELATING TO THIS AGREEMENT; NOTWITHSTANDING THE FOREGOING, IRISOS RESERVES THE RIGHT TO BRING ANY ACTION AGAINST YOU AT YOUR PLACE OF RESIDENCE OR DOMICILE.
14. ADDITIONAL IMPORTANT INFORMATION AND DISCLAIMERS.
14.1. Investments and trading involve risks, including possible loss of principal and other losses, and is not suitable for everyone. The IRISOS System, including the Related Services and Data, are designed, provided and/or presented chiefly to provide a tool for the understanding of the financial markets. They are licensed to the subscriber with the understanding that neither Licensor nor the Data Suppliers are engaged in rendering any investment, trading or other professional advice. If investment, trading or other professional advice is required, the services of a competent, licensed professional should be sought. No employee, agent or representative of Licensor, any Data Supplier or any of their respective affiliates is authorized to provide any such advice of any nature whatever, and any such advice, if given, is in violation of Licensor’s and such Data Suppliers’ policies, is unauthorized and may not be relied upon. The use of any trading system or strategy, including any system or strategy included as a sample in, or that is or was developed using, the Related Services or any of the Data, does not and cannot guarantee that subscribers will make profits, increase profits or minimize losses. PAST PERFORMANCE IS NOT A RELIABLE INDICATOR OF FUTURE RESULTS. PERFORMANCE FORECASTS ARE NOT A RELIABLE INDICATOR OF FUTURE PERFORMANCE. Indeed, trading results based upon hypothetical or historically tested trading strategies or systems do not necessarily compare to results of actual trading. No hypothetical or historical trading record can account for the level of risk present in actual trading. Numerous factors relating to market conditions, the existence or nonexistence of specific events or circumstances, human error, human/emotional reaction to losses during actual trading, inherent limitations of certain hypothetical or historically tested models, volume of trade and liquidity differences between hypothetical models and actual trades, and other supply/demand differences that may not be addressed by hypothetical models; and other conditions and circumstances can account for these differences. There is no guarantee that subscribers’’ hypothetical trading results, even if tested against historical data, will produce comparable actual trading results. In fact, there are frequently sharp differences between hypothetical or historically tested performance results and the actual results subsequently achieved by any particular trading system or strategy. The possible reasons for this include the likelihood that no trading strategy or system can, even with automated trading, be precisely executed as designed. Also, subscribers should be aware that certain commonly used trading “jargon,” including trading terms, such as, for example, a “limited risk” position, should not be taken literally. For example, so-called “limited risk” positions in certain options trades are not in fact as limited as may be expected. Again, with respect to matters such as these, a licensed professional should be consulted.
14.2. ALL CONTENTS OF THE IRISOS SYSTEM ARE PROVIDED FOR INFORMATION ONLY. THE RELATED SERVICES ARE NOT INTENDED OR PREPARED TO BE USED, AND CANNOT BE USED OR INTERPRETED BY SUBSCRIBERS AS INVESTMENT ADVICE, AS AN ENDORSEMENT OF ANY SECURITY, OR AS AN OFFER TO BUY OR SELL ANY SECURITY. IRISOS IS NOT A REGISTERED SECURITY DEALER OR FINANCIAL ADVISOR. IRISOS IS NOT REGULATED BY THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY, FINMA. IRISOS DOES NOT PROVIDE INVESTMENT ADVICE AND DOES NOT REPRESENT ITSELF AS A QUALIFIED INVESTMENT ADVISOR OR PROPERLY LICENSED PARTY. SUBSCRIBERS BEAR COMPLETE RESPONSIBILITY FOR THEIR OWN INVESTMENT RESEARCH AND DECISIONS, AND SHOULD SEEK THE ADVICE OF AN INDEPENDENT QUALIFIED INVESTMENT PROFESSIONAL PRIOR TO MAKING INVESTMENT DECISIONS.
14.3. SUBSCRIBERS ALSO UNDERSTAND AND AGREE THAT, FROM TIME TO TIME, IRISOS AND/OR ITS AFFILIATES AND ANY OR ALL OF THE INFORMATION PROVIDERS OR THEIR AFFILIATES MAY HOLD POSITIONS IN SECURITIES MENTIONED, AND THAT THEY MAY TRADE FOR THEIR OWN ACCOUNT BASED ON THIS INFORMATION. SUBSCRIBERS AND VISITORS TO IRISOS AND ALL OF ITS AFFILIATED WEBSITES SHOULD ASSUME AT ALL TIMES THAT ANY AND ALL POSITIONS DISCUSSED, LISTED, AND/OR REFERRED TO OR APPEARING AT THE WEBSITE MAY ALSO BE CURRENTLY OWNED BY IRISOS AND ITS AFFILIATES, AND THAT SUCH POSITIONS MAY CHANGE AT ANY TIME.
This document was last updated on June 01, 2018.