This MachineTraderâ„¢ Platform Agreement (this "Agreement") is made between MachineTrader.io Inc. ("MT"), a Delaware C corporation, having its principal place of business at 30 Wall Street, 8th Floor, New York, NY 10005, and USER effective today. MT and USER may be collectively referred to herein as the "Parties" and each individually as a "Party".
A. WHEREAS, MT has developed and provides to its customers access to and use of its beta-version of its proprietary MachineTraderâ„¢ platform on a software as a service basis, which enables automated, machine-learning driven trading of securities and cryptocurrencies (the "Platform");
B. WHEREAS, MT may also provide additional services to its customers with respect to the development, monitoring and implementation of the Platform, as may be more specifically agreed upon from time to time (collectively, the "Services" and each a "Service");
C. WHEREAS, Customer desires to access and use the Platform and, as may be specified in a service order between the Parties from time to time, certain of the Services, and MT is willing to provide such Platform and Services in connection therewith, on the terms and conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual promises set forth below, the Parties agree as follows:
When used in this Agreement, the following capitalized terms shall have the meanings indicated below:
(a) Subject to the terms and conditions of this Agreement, MT hereby grants Customer the right, during the term of this Agreement, to access and use the Platform through Customer's Account to engage in machine-learning automated trading of securities and/or cryptocurrencies.
(b) MT shall provide Customer with such additional Services as may be set forth in a Service Order from time to time in furtherance of Customer's use of the Platform.
(c) MT will provide Customer with user logins and passwords for its Designated Users to access the Customer's Account. Customer shall maintain the confidentiality of the user logins and passwords and is fully responsible for all activities that occur under the Account.
(a) Customer shall provide MT with all reasonable information, cooperation and technical support necessary to fully implement the Platform and/or Services.
(b) Customer shall adhere to all applicable laws, rules, and regulations, including all applicable state and Federal securities laws.
(c) Customer shall maintain an account with Alpaca (an "Alpaca Account") subject to all terms and conditions Alpaca may require.
(d) Customer shall test and evaluate the Platform and report to MT with respect to the usefulness and functionality of the Platform.
Important: Customer acknowledges that the Platform is a beta version and may not operate properly or be fully functional. Customer should not rely on the Platform for any reason and is solely responsible for all trading activities.
Subject to Customer's compliance with all terms and conditions of this Agreement, MT hereby grants to Customer a limited, revocable, non-transferable, non-sublicensable, non-assignable, non-exclusive license to access and use the Platform during the Term.
Customer agrees not to: (a) reproduce or modify the Platform; (b) use any device to interfere with proper working of the Platform; (c) use automated means to access the Platform without approval; (d) use the Platform in any manner other than as permitted by this Agreement.
As between MT and Customer, MT owns all right, title and interest, including all Intellectual Property Rights, in and to the Platform and the Services. Customer owns all right, title and interest in and to the Customer Data.
Customer may not sell, resell, copy, distribute, rent, lease, sublicense, transfer, or assign the Platform. Customer may not modify, decompile, reverse engineer, or disassemble the Platform or create derivative works based on it.
Nothing in this Agreement shall be deemed to grant Customer any license to use the Platform other than as expressly stated herein.
Any suggestions, feedback, or ideas provided by Customer relating to the Platform ("Customer Input") grants MT a nonexclusive, worldwide, royalty-free, perpetual, irrevocable license to exploit such Customer Input.
MT shall have the right to collect and analyze data relating to the provision, use and performance of the Platform, and may use such data to improve and enhance the Platform and Services.
Each Party agrees to protect and safeguard the other Party's Confidential Information against unauthorized use, publication or disclosure with reasonable care, and to restrict access to those with confidentiality obligations.
Each Party may disclose Confidential Information if required by court order, law, or regulation, after notice to the other Party if practicable and lawful.
The terms and conditions of this Agreement shall be treated as Confidential Information, with specified exceptions for legal requirements, securities filings, and business transactions.
Each Party acknowledges that any disclosure or misappropriation of Confidential Information may cause irreparable harm, and the disclosing Party shall have the right to seek injunctive relief.
This Agreement shall commence on the Effective Date and remain in effect for a period of one (1) year (the "Initial Term"). The Agreement shall automatically renew for successive twelve (12) month terms unless either Party provides ninety (90) days prior written notice of non-renewal.
This Agreement may be terminated immediately upon written notice:
Upon termination, MT shall terminate Customer's access to the Platform, both Parties will destroy or return Confidential Information, and Customer will pay any outstanding Fees.
Sections 1, 2.4, 3, 4, 5, 6.3, 6.4, 7.4, 8, 9 and 10 shall survive any termination or expiration of this Agreement.
Each Party represents and warrants that it has the power to enter into this Agreement and that the Agreement constitutes a valid and binding obligation.
MT warrants that the Platform will not knowingly violate or infringe upon third-party Intellectual Property Rights, and that it will implement reasonable security measures to protect Customer Data.
Customer warrants compliance with Section 2.2 obligations, that Customer Data has been collected in accordance with applicable laws, and that Customer Data does not infringe third-party rights.
THE PLATFORM AND SERVICES ARE PROVIDED "AS IS, WITH ALL FAULTS." EXCEPT AS EXPRESSLY STATED, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. MT DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.
MT WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF THIS AGREEMENT.
IN NO EVENT WILL MT'S LIABILITY UNDER THIS AGREEMENT EXCEED $10,000. EACH PARTY ACKNOWLEDGES THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
Customer shall indemnify and hold MT harmless from any Claims arising out of Customer's use of the Platform other than in accordance with this Agreement, any breach by Customer, or Customer's gross negligence or willful misconduct.
MT shall indemnify and hold Customer harmless from any Claims arising out of allegations that the Platform violates or infringes upon third-party Intellectual Property Rights.
The Party against whom a Claim is made shall provide prompt written notice. The indemnifying Party will control the defense and settlement. The indemnified Party shall cooperate and provide reasonable assistance.
The relationship of MT and Customer is that of independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship.
This Agreement is governed by the laws of the State of New York. Any legal action may be brought only in the courts of New York County, New York. THE PARTIES HEREBY WAIVE ANY RIGHT TO A JURY TRIAL.
This Agreement may not be assigned by Customer without prior written consent of MT. MT may assign or transfer this Agreement.
The prevailing Party in any legal action will be entitled to reimbursement of reasonable attorneys' fees and court costs.
If any provision is held invalid, the validity of other provisions will not be affected.
A waiver of any breach will not be deemed a waiver of prior, concurrent, or subsequent breaches.
Neither Party will be in default if performance is delayed by acts of God, natural disaster, war, terrorism, or other causes beyond reasonable control.
Notices shall be given in writing by overnight messenger, mail, or email to the addresses specified in this Agreement.
This Agreement may be executed in counterparts. Electronic signatures shall have the same force as original signatures.
This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements or representations.
This Agreement may be amended only by a writing signed by both Parties.
Headings are used for convenience only.
Customer grants MT a non-exclusive license to use Customer's trade names and logos for promotional purposes.
Capitalized terms in any Service Order shall have the meanings ascribed to them in this Agreement unless otherwise noted.
Questions about these terms? Contact us at
support@machinetrader.io
