Terms of Use
Last updated on: October 20, 2020Introduction
These are the Terms of Use ("Terms", "Terms of Use") for access to and use of the website at tradologics.com (and any current or future subdomains and replacement websites) ("Site") and of the Tradologics platform designed to assist traders research, develop, test, deploy and scale programmatic trading strategies ("Platform"). The Platform is operated by Tradologics, Inc. and its current and future affiliates ("we", "us", "our"), a Delaware, USA Corporation. We call the Site and the Platform together "the Services". In these Terms of Use, "Site Users" means individuals who visit and/or interact with the Site, including signing up for a newsletter, contacting us, chatting with us, commenting on the blog, or creating an account on the community forum, and "Platform Users" means individuals who sign up for an account to use the Platform’s Services. Your use of the Services is subject to these terms and by visiting or using the Site, or creating an account on the Platform, you agree to be bound by them. Use of your personal information submitted to or via the Platform is governed by our Privacy Policy. We reserve the right to change these terms of use from time to time by changing them on the Site. The Site and the Platform are for use only by persons who are at least 18 years of age, or any higher age of majority in the jurisdiction on which you are resident or, if you are using the Services on behalf of an organisation, in which that organisation is based. By using the Services, you confirm to us that you meet this requirement.Part 1 – General terms of use applying to Site Users and Platform Users
What you are allowed to do
You may only use the Services in accordance with these terms of use. You may retrieve and display content from the Services on a computer screen, print individual pages and, subject to the next section, store such pages in electronic form. Additional terms may also apply to certain features, parts or content of the Services and, where they apply, will be displayed on-screen or accessible via a link.What you are not allowed to do
Except to the extent expressly set out in these terms of use, you are not allowed to: 'scrape' content or store content of the Services on a server or other storage device connected to a network or create an electronic database by systematically downloading and storing all or a substantial part of the content of the Site or the Platform, "spoof" the Services or any part of them by presenting a fake or modified version of them (or any part of them), remove or change any content of the Site or attempt to circumvent security or interfere with the proper working of the Site or the servers on which it is hosted, or create links to the Services from any other website or resource, without our prior written consent, although you may link from a website that is operated by you, provided the link is not misleading or deceptive and fairly indicates its destination, you do not imply that we endorse you, your website, or any products or services you offer, you link to (and do not frame or replicate) the home page of the Site, and the linked website does not contain any content that is unlawful, threatening, abusive, defamatory, pornographic, obscene, vulgar, indecent, offensive or which infringes on the intellectual property rights or other rights of any third party. You also agree to comply at all times with our Acceptable Use Policy from time to time which forms part of these terms of use. You must only use the Services and anything available from the Services for lawful purposes (complying with all applicable laws and regulations, including the requirements of any investment exchange and any financial services regulations), in a responsible manner, and not in a way that might damage our name or reputation or that of any of our affiliates. All rights granted to you under these terms of use will terminate immediately in the event that you are in breach of any of them.Intellectual property rights
All intellectual property rights in any content of the Services (including text, graphics, software, photographs and other images, videos, sound, trademarks and logos) - other than content, code and data deployed onto the Platform by Platform Users - are owned by us or our licensors. Except as expressly set out here, nothing in these terms of use gives you any rights in respect of any intellectual property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by using, accessing or downloading content from the Services. In the event you print off, copy or store pages from the Services (only as permitted by these terms of use), you must ensure that any copyright, trade mark or other intellectual property right notices contained in the original content are reproduced.Content
We may change the format and content of the Services from time to time. You agree that your use of the Services is on an 'as is' and 'as available' basis and at your sole risk. Whilst we try to make sure that all information contained on the Services (other than any user-generated content) is correct, it is not intended to amount to authority or advice on which reliance should be placed. You should check the relevant information source before acting on any such information. Except as expressly set out below we make or give no representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of any content of the Services and, all implied warranties, conditions or other terms of any kind are hereby excluded and we accept no liability for any loss or damage of any kind incurred as a result of you or anyone else using the Services or relying on any of their content. All the content posted on the Site is intended for information or educational purposes only, and should not be relied on otherwise. We take reasonable precautions to ensure the security of the Site and Services, and safeguard the integrity of its content. However, we cannot and do not guarantee that any content of the Site will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy your particular requirements as to the safety and reliability of content.Your personal information
Use of your personal information submitted to or via the Site is governed by our Privacy Policy.Licence to feedback and user content
You agree that, by submitting any feedback or content to the Services, except for content, code and data you deploy onto the Platform as a Platform User, you grant us and our affiliates a perpetual, irrevocable, worldwide, non-exclusive, royalty-free and fully sub-licensable right and licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such content (in whole or part) and/or to incorporate it in other works in any form, media or technology, and you waive any moral rights you may have in, or to be identified as the author, of such content or feedback.External links
The Services may, from time to time, include links to external sites, which may include links to third party offers and promotions. We include these to provide you with access to information, products or services that you may find useful or interesting. We are not responsible for the content of these sites or for anything provided by them and do not guarantee that they will be continuously available. The fact that we include links to such external sites does not imply any endorsement of or association with their operators or promoters.Part 2 – Terms of Use applying only to Platform Users
If there is any inconsistency between the terms of this Part 2 and the terms of Part 1, the terms of this Part 2 will prevail.Registering with us
To set up an account, you must first register with us by completing the account registration form available on the Platform. You only need to register once. To register, you must be at least 18 years of age (or any older age legally required under local law to bind yourself or the organisation on whose behalf you are using the Platform, as appropriate, legally to these terms). It is your responsibility to ensure you satisfy all of the minimum eligibility criteria set out above, and any other criteria we may add from time to time, before choosing to register with us. By doing so, you confirm to us that you do meet all of the minimum eligibility criteria. You represent that, in subscribing to and using the Platform you are operating solely in connection with your trade or business, and not as a consumer. To register, you must provide us with accurate, complete and up-to-date contact information, including name, postal address, telephone number and email address. You are responsible for the information you provide to us, and keeping it up-to-date via your account setting’s page. Registration is subject to approval by us in all cases, and we reserve the right, in our sole and absolute discretion, to decline any application for registration, without giving a reason. If we approve your registration, you will receive a notification from us.We reserve the right, in our discretion, to carry out checks (including checks with credit reference agencies) for the purposes of confirming your identity and to establish your creditworthiness. By agreeing to these terms, you agree to our doing so. If you are registering as an organisation, rather than in your personal individual capacity, you must have the necessary authority, power and right fully to bind the legal entity or organisation on whose behalf you wish to be granted access to the Platform. If you are not authorised to bind that legal entity or organisation, you must not attempt to register. By registering, you represent and warrant to us that you are duly authorised. When you register with and/or use the Platform on behalf of an organisation, in this Part 2 "you" means that organisation and "your" will be construed accordingly.Account security
We use passwordless log-ins. When logging in, you will be prompted to enter the email address associated with your account and to which we will send you a time-limited "magic link" that will grant you access to the Platform. You must not allow anyone else to use your magic link and take all reasonable measures to protect it. We highly recommend enabling 2-factor authentication on your email account, if your email provider supports it. We may also request that you confirm your log-in using a text message when you log-in from a device or IP address not previously used on the Platform. You are the only authorised user of your account and, accordingly, you must not allow anyone else to use your account. Personnel from the same organization must set up their own individual account to use the Platform. You should contact us immediately upon discovering any unauthorised use of your account. Any breach of these terms of use and/or any use of your account by anyone to whom you disclose your username and/or access link will be treated as if the breach or use had been carried out by you, and will not relieve you of your obligations to us.Platform
The Platform’s services are described on https://tradologics.com/feature-index, and may be updated from time to time. You acknowledge and agree that you are solely responsible for all use you make of any Service, and for the consequences of any trades and trading strategies you design or implement through the Platform. The use of third-party provided data via the Platform may be subject to additional terms and restrictions imposed on us by the providers and we will make those restrictions available to you via the Platform.No investment advice
The Services are not an investment advisory service, and we are not an investment advisor or broker-dealer. We do not give any advice or recommendations as to trading strategy, investments or their values or expected returns. Factual statements, opinions and any other matters said or posted on the Services by us do not constitute investment advice or an offer to buy or sell investments by us or the users who post them. Where posted by users, such factual statements, opinions and any other matters are made by the Platform Users or Site Users only, and are not endorsed or checked by us in any way. They are there purely for discussion purposes. You should not rely on anything said on the Services to design, test or deploy any algorithm or trading strategy and any reliance you place despite this warning is at your own risk.Charges and payment
The Platform involves a subscription. The subscription gives you access to the Platform for a period of time selected by you from amongst the available options indicated on Platform (currently a month or a year) and entitles you to a maximum number of what we call "Actions". That maximum number of Actions is different, depending on the subscription level and period you select. An "Action" is anything you do or request to be done through the Platform, including, for example, an API request, requested data push, a requested position or price monitoring, requesting of order information, and any other interaction with the Platform. You can find out more about Actions on the pricing section on the Site. If you exceed the total number of Actions for the subscription period and level you have chosen, you will for the remainder of the subscription period be charged for each Action taken the relevant charge as set out in the pricing section on the Site. It is important to note that, at the end of your subscription period, your subscription will automatically renew for each renewal period (at the same amount as the preceding subscription period, unless the charges have increased, in which case we will notify you beforehand via email and on your Platform account’s page) and you will automatically be charged to your account, in advance, on the renewal date (or shortly before or after), unless you have cancelled your subscription (see Subscription cancellation below). Charges are exclusive of any applicable sales or value-added tax, which you agree to pay where applicable at the rate set out by law. Charges are liable to change at any time, but changes will not affect subscriptions in respect of which we have already sent you an email confirmation. The Platform contains a range of services and it is always possible that, despite our best efforts, some of the services listed on the Platform may be incorrectly priced. We will normally verify charges as part of our subscription confirmation process, but will not be bound by any obvious error in pricing. Payment for all orders must be made by credit or debit card through our payment processor, currently Stripe. You should be aware that online payment transactions are subject to validation checks by your card issuer and we are not responsible if your card issuer declines to authorise payment for any reason. Please note, it is possible that your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. Charges for any additional usage or optional extras (in accordance with our charging method as set out on the Platform) will also be charged to your account. You are responsible for all charges to your account. If you have questions regarding charges to your account, you should contact us (see Contacting us). We will endeavour to take payment in respect of all charges to your account from the same credit or debit card that you have previously paid with (unless you have provided details of an alternative card in your name that we should use). You authorise us, on an ongoing basis, to debit your chosen method of payment automatically with all charges due and payable by you in relation to any service in accordance with these terms, until that service is cancelled or your account is closed. If you do not pay us charges you owe us on time (including if any correct charge to your credit or debit card is not authorised), we may suspend or terminate your access to the Platform (and we reserve the right to pursue any available legal remedy to collect the amount owed by you). However, charges will continue to be incurred until the account is closed.Subscription cancellation
If you do not wish your subscription to renew automatically at the end of the then-current subscription period, you may cancel or change your subscription by logging into your account and updating your subscription and/or billing settings. If you do not do this or not in sufficient time, charges to your account will continue until the end of the following subscription renewal period. It is your responsibility to update your subscription or billing settings in advance of renewal.Changes to the Service, charges and terms
As it is our policy continually to review and update our Platform and the Services available through it, we reserve the right to make changes to the Platform, any Service, charges and/or to these terms from time to time, provided that we will not, unless you agree, make any changes in respect of any Service you have already paid for that would significantly reduce the type or level of service you receive (except if we need to do so for security, legal or regulatory reasons) and/or increase the charges you are obliged to pay. We will always give you as much notice as we reasonably can of such significant changes.Service suspension and termination
We may, from time to time, with or without prior notice, temporarily suspend the operation of any Service and/or the Platform (in whole or in part) for repair or maintenance work or in order to update or upgrade any contents, features or functionality. We may, with or without prior notice, terminate your subscription or suspend and/or terminate any Service and/or your use of your account in the event that: you have breached any of these terms, you fail to pay any correctly billed charges when due, or you become insolvent or make composition with your creditors or petition for your own bankruptcy or have a bankruptcy petition presented against you, or are subject to any event or proceedings which are equivalent or substantially similar under any applicable jurisdiction. Upon termination of any subscription or your account, for any reason (including where, in accordance with these terms, you cancel or do not renew your Service subscription): all rights granted to you under these terms will immediately cease, you must promptly discontinue all use of the Platform, and you must pay us all outstanding amounts that you owe us. You may terminate your account at any time by logging into your account and updating your subscription and/or billing settings.Our liability
We will use reasonable efforts to ensure the Platform is made available to you at all times, subject to scheduled and emergency downtime for maintenance. We make no other representation, warranty, condition, term or other assurance, express or implied (and whether implied by law, course of dealing, custom or otherwise), in relation to the Platform, its functionality, availability or performance. We do not warrant that the Platform, its operation and any data or content made available through the Services will be accurate, complete, uninterrupted or error-free. You acknowledge that we do not control the activities of the brokers you request us to link your account to or the market data provided to the Platform by the third parties and that, accordingly, we will (other than as expressly set out in this section of the terms of use) have no liability whatsoever to you (whether in contract, tort including negligence, misrepresentation or for any other reason) in respect of any failure, delay, unavailability, error, omission in or any other matter caused by any broker selected by you or any connection to such broker's systems or any market or other data the Platform makes or attempts to make available. Nothing in these terms shall limit or exclude our liability to you: for death or personal injury caused by our negligence, for fraudulent misrepresentation, for any other liability that, by law, may not be limited or excluded. Subject to this, in no event shall we be liable to you for any indirect or consequential losses, or for any loss of profit, revenue, contracts, data, goodwill or other similar losses, and any liability we do have for losses you suffer arising from these terms of use and/or your use of or inability to use the Platform, shall not, in respect of any 12-month period, exceed the charges payable by you in that 12-month period. The relevant 12-month will begin on the date your subscription was confirmed by us or the relevant anniversary of that date. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these terms that is caused by events outside our reasonable control.IMPORTANT - ACKNOWLEDGEMENT OF RISK
TRADING FINANCIAL INSTRUMENTS AND OTHER INVESTMENTS CARRIES SIGNIFICANT RISK. YOU ARE ADVISED TO SEEK PROFESSIONAL ADVICE IN RESPECT OF YOUR TRADING STRATEGY AND EXECUTION. YOUR USE OF THE PLATFORM IS ENTIRELY AT YOUR OWN RISK. WE WILL HAVE NO LIABILITY WHATSOEVER TO YOU (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, MISREPRESENTATION OR FOR ANY OTHER REASON) IN CONNECTION WITH THESE TERMS OF USE AND/OR YOUR USE OR INABILITY TO USE THE PLATFORM IN RESPECT OF ANY LOSS OR DAMAGE (INCLUDING DIMINUTION IN INVESTMENT VALUE AND FAILURE TO MAKE ANTICIPATED PROFITS) ARISING IN ANY WAY IN CONNECTION WITH THE TRADES, TRADING STRATEGIES OR OTHER ACTIONS YOU HAVE PLANNED, IMPLEMENTED OR AUTHORISED OR ATTEMPTED TO PLAN, IMPLEMENT OR AUTHORISE IN ANY WAY USING THE PLATFORM WHETHER THAT LOSS OR DAMAGE ARISES OUT OF ANY STRATEGY DESIGN OR EXECUTION, TECHNICAL ISSUES, INABILITY TO ACCESS OR USE THE PLATFORM, MARKET CONDITIONS, UNAVAILABILITY OR INCOMPLETENESS OF OR ERRORS IN DATA OR SOFTWARE, ORDER HANDLING ISSUES OR OTHERWISE.Confidentiality
We will keep confidential any confidential information which you supply to us in connection with these terms of use and you must do the same in relation to any confidential information of ours which you have access to. Confidential information will include all information disclosed by a party ("Disclosing Party") to the other Party ("Receiving Party") that is designated or otherwise marked as being confidential or any other information which might reasonably be assumed to be confidential given the nature of the information and circumstances surrounding disclosure. The obligations as to confidentiality in these terms of use will not apply to any information which: (a) is available to the public other than because of any breach of these terms of use, (b) is, when it is supplied, already known to whomever it is disclosed to in circumstances in which they are not prevented from disclosing it to others, (c) is independently obtained by whomever it is disclosed to in circumstances in which they are not prevented from disclosing it to others, (d) is trivial or obvious , or (e) is required to be disclosed by law or by any court or tribunal with proper authority to order its disclosure (but only to the extent of such requirements). Nothing in these terms of use shall limit either party’s liability for breaches of confidentiality. You acknowledge that the brokers you select to use via the Platform will report back via the Platform information on the execution of trades which you have authorised them to execute on your behalf, and authorise us to collect and store that information on your behalf. During the term of this Agreement and for five (5) years thereafter, the Receiving Party shall not disclose any confidential information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party shall: (i) use at least the same degree of care to protect confidential Information that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), (ii) not disclose any confidential information of the Disclosing Party for any purpose outside the scope of this Agreement, and (iii) limit access to confidential information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. If the Receiving Party is compelled by law or any listing or trading agreement concerning its publicly-traded securities to disclose confidential information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party discloses or uses (or threatens to disclose or use) any confidential information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate. You agree not to issue any press release or make any public statement relating to us, the Platform or the subject matter of these terms (including announcing that you are a user of the Platform) without our prior written consent. Any references to us, the Platform or our logo, brand or trademark (whether publicly or otherwise) are prohibited without our prior written approval.Dispute resolution
Any dispute or difference between the parties arising out of or in connection with these terms of use, their interpretation or subject-matter ("Dispute") shall be referred to the chief executive officer (or equivalent officer) of each party. If any such Dispute remains unresolved for a period in excess of 14 days from the date it was referred to the latter representatives (or such other period as the parties may agree), it will be resolved as follows: any Dispute which remains unresolved following the exhaustion of the procedure set out above may be referred to mediation in accordance with the Centre for Dispute Resolution ("CEDR") Model Mediation Procedure ("Model Procedure"). To initiate a mediation a party must give written notice ("Mediation Notice") to the other party requesting a mediation. A copy of the request should also be sent to CEDR. The Model Procedure will be amended to take account of any other agreement which the parties may enter into in relation to the conduct of the mediation. If there is any point on the conduct of the mediation (including the nomination of the mediator) upon which the parties cannot agree within 14 days from the date of the Mediation Notice, CEDR will, at the request of either party, decide that point for the parties, having consulted with them. The mediation will start not later than 21 days after the date of the Mediation Notice. Neither party may terminate mediation until each party has made its opening presentation and the mediator has met each party separately. Thereafter paragraph 14 of the Model Procedure will apply. The mediation will take place in London, England and the language of the mediation will be English. any Dispute which remains unresolved following the exhaustion or termination of the mediation procedure as set out above shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration ("LCIA"), which rules are deemed to be incorporated by reference into these terms of use. The number of arbitrators shall be one, unless the LCIA determines that, in view of all the circumstances of the case, a three-member tribunal is appropriate. The place and seat of arbitration shall be London, England. The language to be used in the arbitration proceedings shall be English. The decision of the arbitrator shall be final and binding upon the parties. Any reference under this paragraph shall be deemed to be a reference to arbitration within the meaning of the Arbitration Act 1996. Nothing in these terms of use shall prevent any party, in cases in which interim, injunctive or declaratory relief is required, or where the right to issue proceedings would be prejudiced by the impending expiration of any applicable limitation period, from commencing proceedings and pursuing claims before a court of competent jurisdiction. Where permitted under applicable law you and Tradologics agree that we may each bring claims against the other only in your or our individual capacity and not as a member of a class or group. Unless both you and Tradologics agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding or group litigation order.General
You may not transfer or assign any or all of your rights or obligations under these terms of use. All notices given by you to us must be given in writing to the email address set out at the end of these terms. We may give notice to you at either the email or postal address you provide to us when placing an order. If we fail to enforce any of our rights, that does not result in a waiver of that right. If any provision of these terms is found to be unenforceable, all other provisions shall remain unaffected. These terms may not be varied except with our express written consent. These terms and any document expressly referred to in them represent the entire agreement between you and us in relation to the subject matter of these terms of use.