Tixguru Supplemental Terms of Use for Brokerage Connection Services

Last revised: March 1, 2017.

INTRODUCTION

Welcome to Tixguru’s Brokerage Connection Services, a set of services that allow you as a Tixguru Registered User to link your Tixguru account to certain brokers to whom you can send trading orders for live trading. We bear no responsibility or liability for any such use of these services.

Your access and use of Tixguru’s Brokerage Connection Services will be subject to the general Terms of Use for accessing and using the Tixguru Site and Services to which you have previously agreed, as supplemented by the terms of use that are set forth below.

AGREEMENT

These Supplemental Terms of Use for Brokerage Connection Services (the “BCS Terms of Use”) are intended to govern your access and use of Tixguru’s Brokerage Connection Services (the “BC Services”) and to supplement for such purpose the Terms of Use to which you have previously agreed and that in general govern your access and use of the Tixguru Site and Services (the “General Terms of Use”). Together with such General Terms of Use, these BCS Terms of Use constitute a binding, contractual agreement between Tixguru Inc. (hereinafter, "Tixguru", "us" or "we") and you (“you”), the individual listed on the BC Services account registration form the completion of which requires you to click the applicable “I Agree” box.

Capitalized terms used but not otherwise defined in these BCS Terms of Use shall have the meanings ascribed to them in the General Terms of Use.

To the extent that there is any conflict between these BCS Terms of Use and the General Terms of Use, the provision(s) in these BCS Terms of Use take precedence, but solely to the extent such conflict exists. Otherwise, the General Terms of Use shall apply to your access and use of the BC Services.

THESE BCS TERMS OF USE GOVERN YOUR USE OF THE BROKERAGE CONNECTION SERVICES. EVERY TIME YOU USE THE BROKERAGE CONNECTION SERVICES, YOU ACKNOWLEDGE AND AGREE TO THESE BCS TERMS OF USE.

We may amend or modify these BCS Terms of Use at any time and from time to time in accordance with Section 22 of the General Terms of Use. If any such amendment or modification is material, we will post notice of it on the Site’s home page or by email to Registered Users who are registered for use of the BC Services. Your access of the Site and use of the Services following any such amendment or modification shall be deemed your acceptance of such amendment or modification. You agree to review the Agreement periodically to be aware of such amendments and modifications.

YOU ACKNOWLEDGE AND AGREE THAT ANY DISPUTE ARISING BETWEEN YOU AND US IN RESPECT OF THE BC SERVICES AND THE APPLICABILITY TO SUCH DISPUTE OF THE GENERAL TERMS OF USE AND/OR THESE BCS TERMS OF USE REQUIRE THE USE OF ARBITRATION, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF SUCH A DISPUTE. The Site and the Brokerage Connection Services are not intended to provide any tax, legal, financial planning, insurance, accounting, investment, or any other kind of professional advice or services, and nothing on the Site should be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any security, insurance policy, or investment strategy. To make sure that any information or suggestions on this site fit your particular circumstances, you should consult with an appropriate investment, financial, tax and/or legal professional before taking action based on any suggestions or information on this site. Unless otherwise specified, you alone are solely responsible for determining whether any financial strategy, product or service, is appropriate or suitable for you based on your investment objectives and personal and financial situation. Without limiting the foregoing, no product or service offered or set forth on this Site, nor any analysis, commentary, or otherwise (whether oral or written), provided in conjunction with the foregoing shall be deemed to constitute: (1) investment advice under applicable state or federal law, including, but not limited to, the Investment Advisers Act of 1940; or (2) any sort of transaction in securities for the account of others, including, but not limited to, any solicitation, negotiation or execution of the transaction. Neither we nor any of our representatives, sublicensees, or assigns shall be responsible for any investment decisions or damages or losses resulting from the use of such product(s) or service(s) or any information provided in conjunction with same. You also acknowledge and agree that we are not a “broker”, or a “dealer”, as such terms are defined under the federal Securities Exchange Act of 1934.

We have not made a determination of your suitability to participate in the Brokerage Connection Services. The fact that we have made the data and services provided on the Brokerage Connection Services available to you constitutes neither a recommendation that you enter into a particular transaction or investment strategy, nor a representation that any product described on this Site is suitable or appropriate for you. You should not enter into any transactions or investment strategies unless you have fully understood all such risks and have independently determined that such transactions or strategies are appropriate for you. Any discussion of the risks contained herein with respect to any product should not be considered to be a disclosure of all risks or complete discussion of the risks which are mentioned. You should consult your private advisor to the extent that you have any questions on anything herein.

1. Use of the Brokerage Connection Services.

  1. 1.1 Algorithms and Trading. Through the Brokerage Connection Services, we provide tools and infrastructure that allow you to connect to certain registered broker-dealers so that you can send them instructions for live trading determined by running your algorithms and trading strategies through use of the Services. To be clear, we have no responsibility for your algorithms, your use of your algorithms or those available to you on the Site as Shared Content, or any trading instructions you generate through such use or the execution of such instructions. All brokerages or broker-dealers do not provide access to our services. You should note that any or all Third Party Sites may change or amend their guidelines and your access to such Third Party Sites at any time, and we cannot guarantee that our Services will always include a connection to any or all Third Party Sites. If you use your own algorithms or another user’s algorithms for live trading, you should understand the risks arising from that trading, including, by way of example only, those set forth in our Risk Disclosure Statement accessible through the home page of the Site (https://www.Tixguru.com/home) or at https://www.Tixguru.com/policies/risks_disclosure_statement.
  2. 1.2 Updates.You understand that the Site and Services are evolving. You acknowledge and agree that we may update the Site and Services with or without notifying you. You may need to update third-party software from time to time in order to use the Site and Services.
  3. 1.3 Third-Party Materials.As a part of the Site and Services, you may have access to materials that are hosted by another party, including Third Party Sites. You agree that it is impossible for us to monitor such materials and that you access these materials at your own risk.
  4. 1.4 Limit to Computation and Storage.You agree that we retain the right to create reasonable limits on the use and storage of Content, including your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by us in our sole discretion.
  5. 1.5 Limit to open beta.You understand that the open beta is limited to accounts with a portfolio value of less than $1,000,000.

2. Fees and Purchase Terms.

Certain of our Brokerage Connection Services require the payment of fees as set forth on the Site.

  1. 2.1 General Purpose of Terms: Sale of Services. The purpose of the Terms is for you to secure access to the Brokerage Connection Services. All fees set forth within and paid by you under the Terms shall be considered solely in furtherance of this purpose.
  2. 2.2 Payment. You agree to pay all fees or charges to your account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide us with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or some other acceptable payment method (“Payment Provider”), as a condition to signing up for the Brokerage Connection Services. Your Payment Provider agreement governs your use of the designated credit card or other payment method, and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing us with your credit card number or other payment method and associated payment information, you agree that we are authorized to immediately invoice your account for all fees and charges due and payable to us hereunder and that no additional notice or consent is required. You agree to immediately notify us of any change in your billing address or the credit card or other payment method used for payment hereunder. We reserve the right at any time to change our prices and billing methods, either immediately upon posting on the Site and Brokerage Connection Services or by e-mail delivery to you.
  3. 2.3 Taxes. Our fees are net of any applicable Sales Tax. If any Services, or payments for any Services, under the Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to us, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify us for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that we are permitted to pass on to our customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
  4. 2.4 Disputes. You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following address: Tixguru; Billing Disputes; 100 Franklin Street 5th Floor; Boston MA 02110.

3. Disclaimer.

  1. 3.1 Disclaimer of Warranties. IN ADDITION TO THE DISCLAIMER OF WARRANTIES SET FORTH IN SECTION 9 OF THE GENERAL TERMS OF USE, YOU ACKNOWLEDGE AND AGREE THAT: WE MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE BROKERAGE CONNECTION SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE BROKERAGE CONNECTION SERVICES WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, OR SECURE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE BROKERAGE CONNECTION SERVICES WILL BE ACCURATE, RELIABLE, COMPLETE, OR TIMELY; OR (4) ANY INTERRUPTIONS, DELAYS, MALFUNCTIONS, ERRORS, OR OTHER PROBLEMS IN THE BROKERAGE CONNECTION SERVICES WILL BE CORRECTED. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE BROKERAGE CONNECTION SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE BROKERAGE CONNECTION SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. THE BROKERAGE CONNECTION SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. YOU ALSO ACKNOWLEDGE AND AGREE THAT WE MAKE NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF BROKERAGE CONNECTION SERVICES. FROM TIME TO TIME, WE MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH OUR USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT OUR SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
  2. 3.2 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL Tixguru OR ITS OFFICERS, DIRECTORS, OWNERS, AGENTS AND EMPLOYEES (THE “Tixguru PARTIES” ) HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON FOR ANY COSTS, LIABILITIES OR DAMAGES OF ANY KIND, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR PUNITIVE (TOGETHER, “COSTS”), ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR THE PERFORMANCE OR BREACH OF THIS AGREEMENT, OR YOUR OR ANY OTHER PERSON’S USE OF, OR INABILITY TO USE, THE BROKERAGE CONNECTION SERVICES. THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON STATUTE OR ARISING IN CONTRACT, INDEMNITY, WARRANTY, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), AND REGARDLESS OF WHETHER ANY Tixguru PARTY KNOWS OR HAS REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES.
  3. 3.3 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD US LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU ACKNOWLEDGE AND AGREE THAT: (1) WE MAKE NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS; AND (2) WE MAKE NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE BROKERAGE CONNECTION SERVICES.
  4. 3.4 No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE BROKERAGE CONNECTION SERVICES. YOU UNDERSTAND THAT WE DO NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE BROKERAGE CONNECTION SERVICES.
  5. 3.5 Basis. THE DISCLAIMERS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.

4. Term and Termination.

  1. 4.1 Term. The effectiveness of these BCS Terms of Use shall commence on the date when you first accept them by clicking the “I Agree” box in the registration form for subscribing to the BC Services and will remain in full force and effect while you use any of the BC Services, unless terminated earlier in accordance with these BCS Terms or Use or the General Terms of Use. For any Registered User who was granted access and use of the BC Services prior to the date that these BCS Terms of Use were posted on the Site, you hereby acknowledge and agree that these BCS Terms of Use shall be deemed to have become effective as applied to your use of the BC Services on the date you first used the BC Services and will remain in full force and effect while you use any of the BC Services, unless earlier terminated in accordance with the these BCS Terms of Use or the General Terms of Use.
  2. 4.2 Termination of Services by Tixguru. We reserve the right to terminate our provision of any or all of the Brokerage Connection Services with or without notice to you. We will not be liable to you or any third party should we exercise our right to terminate any or all of the Brokerage Connection Services. We, in our sole discretion, may immediately suspend or terminate any Brokerage Connection Services or your access to the Brokerage Connection Services at any time, for any reason, in our sole discretion, including if you have materially breached any provision of the Agreement, or if we are required to do so by law (e.g., where the provision of the Brokerage Connection Services is, or becomes, unlawful).
  3. 4.3 Termination of Services by You. If you want to terminate your access and use of any or all of the Brokerage Connection Services, you may do so by (a) notifying us at any time and (b) closing your account for any or all of the Brokerage Connection Services that you access and use. Your notice should be sent, in writing, to the following address: Tixguru; Termination Notices; 100 Franklin Street 5th Floor; Boston MA 02110.
  4. 4.4 Effect of Termination. Termination of all or any Brokerage Connection Services includes removal of access to such Brokerage Connection Services and barring of further use of such Brokerage Connection Services. We will not have any liability whatsoever to you for any such termination, including liability for deletion of your Content. All provisions of these BCS Terms of Use which by their nature should survive, shall survive termination of Brokerage Connection Services.

5. Robinhood.

  1. 5.1 U.S. Location. You agree to only make use of the Brokerage Connection Services to Robinhood while located in the United States of America.
  2. 5.2 Beneficiary. Robinhood is a third party beneficiary of this Terms of Use for Brokerage Services, and that, upon acceptance of these terms, Robinhood will have the right (and will be deemed to have accepted the right) to enforce the terms of use against such End User as a third party beneficiary thereof.