Terms and Conditions

Website and Service Terms and Conditions

To assist you in using our website, software and services, OrderFlowAnalytics.com (the “Website”) a division of Order Flow Analytics, Inc, a Delaware Corporation, (“OFA”), and to ensure a clear understanding of the relationship arising from your use of the Website, we have created a set of Terms and Conditions. Our Terms and Conditions govern your use of the Website generally including the use of educational materials, software, the Website chat room and support forum, and the relationship between you and us. Our Privacy Policy explains how we protect information you provide to us through the Website.

Your use of OrderFlowAnalytics.com or any of the Services (defined below) constitutes your agreement to be bound by and comply with the Terms and Conditions and your consent to the collection, use and disclosure of personal information as described in the Privacy Policy. If you do not so agree and consent, you are not authorized to visit or use the Website, Software or the Services.

If you have any questions and/or comments regarding the Website or Services, you may contact us as provided in Section 12.0 of our Privacy Policy.

PLEASE READ THESE DOCUMENTS CAREFULLY BEFORE USING THE WEBSITE OR SERVICES.

Order Flow Analytics, Inc. Terms and Conditions

1.0 Agreement

1.1 These Terms and Conditions (the “Terms and Conditions”) govern your use of the Website, your receipt of any software-based services and educational information made available through the Website, and your use of any demonstrations or versions of products available through the Website (collectively, the “Services”). OrderFlowAnalytics.com is provided by Order Flow Analytics, Inc, a Delaware Corporation (also referred to as “we” or “us”), and these Terms and Conditions constitute an agreement between you and OFA.

1.2 Please read these Terms and Conditions carefully; they impose legal obligations on you and govern your relationship with us. By accessing the Website or using the Services, you are acknowledging that you have read and understood these Terms and Conditions and agree, without limitation or qualification, to be legally bound by, and to comply with, them.

1.3 If you register as a user (a “Subscriber”) of any of the features of the Website or Services offered through the Website, during the registration process you may be prompted to click an “I Accept,” “Submit” or similar button; your clicking on such button will further confirm your agreement to be legally bound by these Terms and Conditions and any additional terms and conditions of service that we may present to you at that time.

1.3.1 No part of the subscription fees are proratable or refundable.

1.3.2 Failure to complete payment obligations will result in immediate termination of services.

1.3.3 Cancellation of recurring fees must be requested by email five days prior to the next billing cycle date.

1.4 By using our Website or Services or by downloading our Software, you agree to comply with, and be bound by these Terms and Conditions. If you do not agree with some, or all of these Terms and Conditions, you are not authorized to visit our Website.

2.0 Conditions on Participation

2.1 You may use the Services only if: (i) you are eighteen (18) years of age or older and are of the age of consent in your jurisdiction; (ii) your use of the Services will not violate any law in any applicable jurisdiction, including, but not limited to, United States export controls; (iii) you do not engage in any conduct that will impede, impair or interfere with the functioning of the Services; and (iv) you agree to be bound by and abide by all of the provisions of these Terms and Conditions.

2.2 You acknowledge and agree that OFA may terminate your access to the Website and the Services should you fail to comply with the Terms and Conditions. Any such termination shall be in OFA’s sole discretion and may occur without prior notice, or any notice. OFA further reserves the right to terminate any Subscribers access to the Website or the Services for any conduct or activity that OFA, in its sole discretion, believes is or may be directly or indirectly harmful to other users, to OFA, or for any conduct or activity that violates any local, state, federal, or foreign laws or regulations. OFA further reserves the right to terminate any user’s access to the Website or Services for any reason or for no reason at all, in OFA’s sole discretion, without any prior or other notice.

2.3 All product demonstrations (“demos”) may only be used during the time periods specified for which they are offered. All demos must be used in accordance with any accompanying instructions and may not be used for any reason other than their intended purpose.

3.0 Software License

As part of your use of the Website or Services, you may download certain software provided to you by OFA (collectively, “Software”). Your use of that Software shall be subject to the following:

3.1 Subject to the terms and conditions of this Agreement, OFA hereby grants you a limited, non-exclusive, non-assignable, non-transferable license during the term of your Services (“License”) to (i) access, perform, and use the Software, as well as any maintenance releases, enhancements, new versions, modifications, bug fixes, updates and upgrades provided to you by OFA.

3.2 The Software may be used by you only. The Software may not be used for the benefit of any third parties not authorized herein. You are fully and finally responsible for any breach of this Agreement and for the payment of any additional License fees incurred by use of the Software by any authorized users.

3.3 You shall not sell, rent, lease, lend, sublicense, distribute, or otherwise transfer or provide access to the Software (or any part thereof) to any person, firm, entity or any third party without OFA’s prior written consent.

3.4 You shall not (and shall not permit any other party to) translate, decompile, or create or attempt to create, by reverse engineering or otherwise, the Software nor any portion thereof. The Software may not be merged, adapted or modified in any way, and no derivative work may be created therefrom; and portions of the Software may not be used independently of the Software.

3.5 You shall not avoid, circumvent, or disable any security device, procedure, protocol, or mechanism that OFA may include, require or establish with respect to the Website, Software or any Services. OFA reserves the right to include a disabling code in the Software for the prevention of improper use, access, or modification of the Software or Website.

3.6 You, at your sole cost and expense, shall be solely responsible for providing, maintaining and ensuring that all hardware, software (including operating systems), data networks, electrical and other physical requirements for your use of the Software, including, without limitation, telecommunications and internet access connections and links, web browsers, bandwidth or other equipment, programs and services, are compatible with the Software

3.7 You acknowledge and agree that, with respect to the Software, this is a license agreement only and not an agreement for sale. As such, OFA assigns no copyrights. As between the parties, all rights, title and interest in and to the Software, including all maintenance releases, upgrades, bug fixes, modifications, enhancements and new versions of the Software, and all worldwide Intellectual Property Rights that are embodied in, related to, or represented by the Software are, and at all times will be, the sole and exclusive property of OFA or its licensors, as the case may be. The term “Intellectual Property Rights” means, collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights. In the event that, for any reason, you are deemed to own Intellectual Property Rights in the Software, then you hereby irrevocably assign to OFA all rights, title and interest in such Intellectual Property Rights and agree to execute all documents necessary to cause ownership of such Intellectual Property Rights to vest in OFA, including but not limited to such documents as OFA reasonably requests to enable OFA to obtain appropriate registrations of the Intellectual Property Rights. All rights in and to Intellectual Property and not expressly granted in this Agreement are reserved to OFA

4.0 Ownership of Information; Downloading of Software; Retransmission and Redistribution of Data

4.1 Unless otherwise noted, all right, title and interest in and to the Website, and all information made available through the Website or the Services, in all languages, formats and media throughout the world, including all copyrights and trademarks therein, are and shall continue to be the exclusive property of OFA, its affiliates or its Data Providers. To the extent that the Website or the Services contain information from third parties pursuant to rights granted as a matter of law (such as principles of “fair use”), OFA owns all right, title, and Intellectual Property Rights, in all languages, formats and media throughout the world, in the selection, arrangement and presentation of such information on the Website or in the Services, as well as in the selection, arrangement, and presentation of all other content on the Website and in the Services. Certain materials may be made available for download from the Website. Subject to these Terms and Conditions, OFA grants you limited permission to download and copy such materials solely for your internal, non-commercial use; provided that all copyright notices appearing on the originals are duplicated on all copies thereof; and provided further that you do not modify the materials in any way. Without limiting any other right or remedy available to OFA, at law or in equity, the limited permission herein granted will automatically terminate in the event you breach the terms of this Agreement and, in such event, you must destroy immediately all downloaded materials in your possession, custody or control.

4.2 EXCEPT AS OTHERWISE EXPRESSLY PERMITTED BY THE PRECEDING PARAGRAPH, YOU AGREE NOT TO REPRODUCE, RETRANSMIT, DISSEMINATE, SELL, DISTRIBUTE, PUBLISH, BROADCAST OR CIRCULATE ANY OF THE SERVICES OR MATERIALS IN ANY MANNER OR FOR ANY PURPOSES (WHETHER PERSONAL OR BUSINESS) WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF OFA AND/OR THE DATA PROVIDERS. IN ADDITION, YOU SHALL NOT, WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF OFA AND THE RELEVANT DATA PROVIDERS, MAKE COPIES OF ANY OF THE SOFTWARE OR DOCUMENTATION THAT MAY BE PROVIDED, ELECTRONICALLY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, TRANSLATING, DECOMPILING, DISASSEMBLING OR CREATING DERIVATIVE WORKS.

4.3 YOU FURTHER AGREE NOT TO USE THE SERVICES OR INFORMATION MADE AVAILABLE THROUGH THE SERVICES FOR ANY UNLAWFUL PURPOSE AND AGREE TO COMPLY WITH REASONABLE REQUESTS BY OFA TO PROTECT THE RESPECTIVE RIGHTS OF OFA, ITS AFFILIATES, LICENSORS AND THE DATA PROVIDERS IN THE SERVICES AND IN THE INFORMATION MADE AVAILABLE THROUGH THE SERVICES.

5.0 Third-Party Content

5.1 The Website and Services may provide you with the ability to access a variety of information, material or other content from third parties (“Third-Party Content”), including through links to other websites and forums on which users or other third parties, themselves, may post Third-Party Content. Third-Party Content may be provided by parties with whom OFA has no relationship (or no relationship other than one established through these Terms and Conditions).

5.2 Some Third-Party Content may be specially obtained by OFA from professional businesses or organizations, such as exchanges, news providers, market data providers and other content providers (e.g., the CME Group, IQfeed, Zen-Fire), who are believed to be sources of reliable information (collectively, the “Data Providers”). Nevertheless, due to various factors — including the inherent possibility of human and mechanical error — the accuracy, completeness, timeliness, results obtained from use, and correct sequencing of information available through the Services and Website are not and cannot be guaranteed by OFA. OFA cannot and does not represent or guarantee that any of the information available through the Services or Website is accurate, reliable, current, complete or appropriate for your needs.

5.3 Whenever you access Third Party Content, YOU PROCEED AT YOUR OWN RISK. You understand and agree that such third parties are solely responsible for any such content, and you further agree that OFA is not, and will not be, liable for any content or other material posted or otherwise provided by third parties. You further acknowledge that OFA does not control the third parties who provide Third-Party Content, does not necessarily (and is not obligated to) review or screen any Third-Party Content either before or after it becomes available through the Website and Services, and cannot and does not guarantee, attest to, verify, or otherwise warrant that any Third-Party Content is or will be accurate; free from errors, defects or harmful elements; consistent with what it purports to be; appropriate to fit your needs; or otherwise safe or non-objectionable.

5.4 You agree that OFA shall not be held liable for any trading activities or other activities that occur on any website you access through links on the Website. We provide these links as a convenience, and do not endorse the content or services offered by these other sites.

5.5 We use our best efforts to ensure that our Subscribers are not unnecessarily exposed to content that you find objectionable, crude, indecent, harassing, or otherwise inappropriate. In the unlikely event that you are exposed to such content, you agree that OFA is not, and shall not be, liable for any such material.

5.6 These Terms and Conditions are subject to any requirements of OFA’s Data Providers under OFA’s agreements with such Data Providers, including such additional financial and contractual requirements as may be imposed by such Data Providers from time to time.

6.0 Disclaimer Regarding Investment Decisions and Trading

6.1 Decisions to buy, sell, hold or trade in futures, currencies and other investments involve risk and are best made based on the advice of qualified financial professionals. Any trading in futures, currencies or other investments involves a risk of substantial losses. The practice of “Day Trading” involves particularly high risks and can cause you to lose substantial sums of money. Before undertaking any trading program, you should consult a qualified financial professional. Please consider carefully whether such trading is suitable for you in light of your financial condition and ability to bear financial risks.

6.2 Under no circumstances shall OFA be liable for any loss or damage you or anyone else incurs as a result of any trading or investment activity that you or anyone else engages in based on any information or material you receive through the our Website, Services or Software.

6.3 THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THIS TRADING PROGRAM NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT. THE RISK OF LOSS IN TRADING COMMODITIES CAN BE SUBSTANTIAL. YOU SHOULD THEREFORE CAREFULLY CONSIDER WHETHER SUCH TRADING IS SUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION. IN CONSIDERING WHETHER TO TRADE OR TO AUTHORIZE SOMEONE ELSE TO TRADE FOR YOU, YOU SHOULD BE AWARE OF THE FOLLOWING:

(i) IF YOU PURCHASE A COMMODITY OPTION YOU MAY SUSTAIN A TOTAL LOSS OF THE PREMIUM AND OF ALL TRANSACTION COSTS.

(ii) IF YOU PURCHASE OR SELL A COMMODITY FUTURE OR SELL A COMMODITY OPTION YOU MAY SUSTAIN A TOTAL LOSS OF THE INITIAL MARGIN FUNDS AND ANY ADDITIONAL FUNDS THAT YOU DEPOSIT WITH YOUR BROKER TO ESTABLISH OR MAINTAIN YOUR POSITION. IF THE MARKET MOVES AGAINST YOUR POSITION, YOU MAY BE CALLED UPON BY YOUR BROKER TO DEPOSIT A SUBSTANTIAL AMOUNT OF ADDITIONAL MARGIN FUNDS, ON SHORT NOTICE, IN ORDER TO MAINTAIN YOUR POSITION. IF YOU DO NOT PROVIDE THE REQUESTED FUNDS WITHIN THE PRESCRIBED TIME, YOUR POSITION MAY BE LIQUIDATED AT A LOSS, AND YOU WILL BE LIABLE FOR ANY RESULTING DEFICIT IN YOUR ACCOUNT.

(iii) UNDER CERTAIN MARKET CONDITIONS, YOU MAY FIND IT DIFFICULT OR IMPOSSIBLE TO LIQUIDATE A POSITION. THIS CAN OCCUR, FOR EXAMPLE, WHEN THE MARKET MAKES A “LIMIT MOVE.”

(iv) THE PLACEMENT OF CONTINGENT ORDERS BY YOU OR YOUR TRADING ADVISOR, SUCH AS A “STOP-LOSS” OR “STOP-LIMIT” ORDER, WILL NOT NECESSARILY LIMIT YOUR LOSSES TO THE INTENDED AMOUNTS, SINCE MARKET CONDITIONS MAY MAKE IT IMPOSSIBLE TO EXECUTE SUCH ORDERS.

(v) A “SPREAD” POSITION MAY NOT BE LESS RISKY THAN A SIMPLE “LONG” OR “SHORT” POSITION.

(vi) THE HIGH DEGREE OF LEVERAGE THAT IS OFTEN OBTAINABLE IN COMMODITY TRADING CAN WORK AGAINST YOU AS WELL AS FOR YOU. THE USE OF LEVERAGE CAN LEAD TO LARGE LOSSES AS WELL AS GAINS.

THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER SIGNIFICANT ASPECTS OF THE COMMODITY MARKETS.

6.4 The Website, Software and Services are for informational purposes only and should not be used or construed as an offer to sell, a solicitation of an offer to buy, or an endorsement, recommendation or sponsorship of any investment by OFA, its affiliates, officers, directors, employees or agents. You acknowledge and agree that the Website, Software and any of the Services are not intended to supply investment or financial advice. OFA offers no advice regarding the nature, potential value, or suitability or any particular future contract, currency transaction, investment or investment strategy. You acknowledge and agree that the use of the Website and Services, and any decisions made in reliance upon the Website, Software and Services, are made at your own risk.

7.0 Disclaimer Regarding Hypothetical Trading Results

Simulated or hypothetical performance results that have certain inherent limitations. Unlike the results shown in an actual performance record, the results reflected on our Website do not represent actual trading. Also, because these trades have not actually been executed, these results may have under-or over-compensated for the impact, if any, of certain market factors, such as lack of liquidity. Simulated or hypothetical trading programs in general are also subject to the fact that they are designed with the benefit of hindsight. No representation is being made that any Subscriber will or is likely to achieve profits or losses similar to these being shown by our Website.

8.0 No Duty To Monitor Website

You understand and agree that OFA has the right, but not the obligation, to monitor the Website, and to remove content from the Website for any reason, including content that you submit. You further understand and agree that OFA has the right, but not the obligation, to review content before it is posted to the Website, and to refuse to allow content to be posted for any reason. Any and all decisions on whether or not to retain, disseminate, or remove content posted by users shall be made by OFA in its sole discretion.

9.0 Subscriber Code of Conduct

9.1 When you register as a Subscriber at our Website, you may gain access to a range of Services, including the ability to participate in chat rooms, exchange instant messages, post messages to forums, and share files. You may use the Website for lawful purposes only. You agree not to post, upload, e-mail, transmit, distribute, or otherwise make available through the Website any of the following:

(i) any material that violates any applicable laws, including without limitation the laws of the United States, the laws of any state or commonwealth within the United States, and the laws of any other jurisdiction that may apply;

(ii) any material that restricts or inhibits any other user from using and enjoying the Website;

(iii) any material that is unlawful, threatening, abusive, harassing, defamatory, obscene, offensive, harmful, obnoxious, pornographic, profane, or indecent, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law or regulation;

(iv) any material that contains viruses or any other element or component that has a capacity or potential to interrupt, destroy, interfere with, permit the unauthorized use of, or limit the functionality of any computer software or hardware, any telecommunications equipment, or any communications network;

(v) any material that violates or infringes the rights of others, including without limitation rights under copyright, trademark, or patent law; rights of privacy or publicity; rights under defamation law; or rights under securities or other applicable law; or

(vi) any material that contains any other harmful or illegal component.

9.2 You further agree that you will not:

(i) alter, damage or delete any material appearing on the Website;

(ii) disrupt the normal flow of communication on the Website, such as through “spam” email or by other means;

(iii) claim a relationship with or speak for any business, organization, or person for which you are not authorized to claim such a relationship; or

(iv) violate any operating rule, policy or guideline of your Internet access provider or online service.

9.3 We reserve the right (but do not have any obligation) to prohibit or restrict conduct on the Website and to edit, block, or remove any content, in whole or in part, which in our sole discretion we believe violates this Subscriber Code of Conduct, or is otherwise objectionable.

9.4 If you believe that material has been posted that violates any of these prohibitions, or that should otherwise be removed, please contact OFA customer service.

10.0 Shared Files; Information You Download

10.1 OFA cannot and does not guarantee or warrant that information available for downloading through the Website or Services will be free of infection or viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy and security of data input and output, and for maintaining a means external to OFA for the reconstruction of any lost information.

10.2 Under no circumstances will we be responsible for any loss or damage caused by any software, and you assume full responsibility for all costs associated with all necessary servicing or repairs of any equipment or data you use in connection with our Software. By way of example, and not by way of limitation, neither OFA nor the Data Providers shall be liable for any loss resulting from a cause over which such entities do not have direct control, including but not limited to, the failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorized access, theft, your errors, or events of force majeure.

11.0 Materials You Post; Your License to Other Users

11.1 By posting or transmitting, inputting or uploading information or content (“Content”) to the Website, forum or chat room, you warrant that such Content does not violate or infringe the rights of any third parties. In addition, you automatically grant OFA, Website users, and Subscribers under your intellectual property rights, a royalty-free, perpetual, non-exclusive, worldwide license (with the right to grant sublicenses) to use, copy, modify, distribute, publicly display, perform, and otherwise exploit such Content, without compensation to you.

11.2 OFA respects intellectual property rights and expects its users to do the same. OFA, may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers.

If you believe that materials posted on our Website infringe your rights under copyright law in specific materials, you must direct your concerns to our agent, designated under the Digital Millennium Copyright Act (17 U.S.C. §512) to respond to such concerns (our “Designated Agent”): Email: LEGAL

11.3 Content of Notice: Your notice to our Designated Agent should contain the following information:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property;

(ii) Identification of the copyrighted work that you believe has been infringed;

(iii) Identification of the material on our Website that you believe is infringing, with sufficient specificity to permit us to locate the material without undue searching; and

(iv) Information reasonably sufficient to permit us to contact you, including an address, telephone number and, if available, an e-mail address;

(v) A statement by you that have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

(v) A statement by you, made under penalty of perjury, that the information on the notification is accurate and that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

12.0 Access and Security

12.1 You accept responsibility for the confidentiality and use of any access codes or customer code numbers that you may receive for your access to and use of the Services. You accept responsibility for all time used and all activity that occurs through or under your access codes, customer numbers and/or account numbers. You agree to notify OFA immediately if you become aware of any loss, theft or unauthorized use of your access codes and/or account numbers.

12.2 Please note that we track your usage through use of a referrer. A “referrer” is the information passed along by a web browser that references the web URL you linked from and is automatically collected by our web server. This information is collected and used by OFA to understand the websites referring traffic to our Website

13.0 Disclaimer of Warranties and Limitation of Liability

13.1 You agree that neither OFA, its affiliates, officers, directors, employees, agents or representatives, nor any of the Data Providers, nor any officer, director, employee, agent, affiliate or representative thereof shall have any liability, contingent or otherwise, for any lack of truthfulness, accuracy or timeliness of the Website or the Services; for any lack of truthfulness, accuracy, timeliness, completeness or correct sequencing of the information made available through the Website or the Services; for any decision made or action taken by you or anyone else in reliance upon such information or the Website or the Services; or for any harm or injury resulting from any interruption or delay of any data, information or any other aspect of the Website or the Services; or for any harm or injury resulting from any unsafe, illegal, defective or otherwise inappropriate or objectionable aspect of any information made available through the Website or the Services.

13.2 THE WEBSITE, SOFTWARE AND SERVICES ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR USE AND NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING ANY ASPECT OF THE WEBSITE, SOFTWARE OR SERVICES OR INFORMATION MADE AVAILABLE VIA THE WEBSITE, SOFTWARE OR SERVICES. YOU RECOGNIZE THAT THE ACCURACY OF ANY SUCH INFORMATION SHOULD BE CHECKED BEFORE YOU RELY ON IT.

13.3 IN NO EVENT WILL OFA OR THE DATA PROVIDERS BE LIABLE TO YOU, YOUR CUSTOMERS OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO, LOST PROFITS, TRADING LOSSES OR DAMAGES THAT RESULT FROM THE INFORMATION POSTED WITHIN THE WEBSITE, DOCUMENTATION AND CHAT ROOM OR ANY INCONVENIENCE, DELAY OR LOSS OF THE USE OF THE WEBSITE OR THE SERVICES), OR CLAIMS ARISING IN TORT (INCLUDING NEGLIGENCE), EVEN IF OFA OR THE DATA PROVIDERS HAVE BEEN ADVISED OF OR ARE OTHERWISE AWARE OF THE POSSIBILITY OF ANY OF THE FOREGOING.

13.4 If you are a California resident, you waive California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect 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.”

14.0 Indemnification

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS OFA, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES AND THE DATA PROVIDERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES, FROM AND AGAINST ANY AND ALL CLAIMS, INCLUDING, BUT NOT LIMITED TO, ANY LIABILITY OR EXPENSE ARISING FROM ALL CLAIMS, LOSSES, DAMAGES (ACTUAL AND CONSEQUENTIAL), SUITS, JUDGMENTS, LITIGATION COSTS, AND ATTORNEY’S FEES, OF EVERY KIND AND NATURE, ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE, SOFTWARE OR THE SERVICES OR THE INFORMATION MADE AVAILABLE THROUGH THE WEBSITE, SOFTWARE OR THE SERVICES, AND/OR YOUR VIOLATION OF THESE TERMS AND CONDITIONS OR ANY THIRD PARTY’S RIGHTS, INCLUDING, BUT NOT LIMITED TO, COPYRIGHT, PROPRIETARY RIGHTS, PRIVACY RIGHTS, AND RIGHTS UNDER DEFAMATION LAW.

15.0 Modification and Termination of Website; Modification of Terms of Conditions

Notwithstanding any provision in these Terms and Conditions, OFA reserves the right, in its sole discretion, at any time, to change or modify from time to time and/or terminate (i) its Website, (ii) the Software, (iii) any particular Services made available via its Website, or (iv) these Terms and Conditions. Your use of our Website following any such change constitutes your agreement to follow and be bound by the Terms and Conditions, as changed.

16.0 Force Majeure

In addition to applicable disclaimers, stated above, OFA’s performance under these Terms and Conditions and the Services shall be excused in the event of interruption and/or delay due to causes beyond its reasonable control, such as acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, earthquake, explosion, acts of terrorism, power failures, equipment failure, industrial or labor dispute, acts of Data Providers or other third party information providers, third party software or communication method interruption.

17.0 Entire Agreement

These Terms and Conditions and our Privacy Policy embody the entire understanding between the parties with respect to OFA’s Website, Software and Services and supersede any and all prior representations and agreements, if any, oral or written, with respect to the same. In the event of any conflict between these Terms and Conditions and/or Privacy Policy and any separate agreement you have executed or otherwise entered into regarding services, information and products available from OFA or third parties through OFA’s Website, the terms of such separate agreement shall control.

18.0 No Creation of Third-Party Rights

Nothing in these Terms and Conditions shall be construed to create any rights or obligations in, or otherwise on behalf of any third parties. Provided, however, Data Providers may enforce these Terms and Conditions against you by legal proceedings or other appropriate means.

19.0 Severability

Should any provision of these Terms and Conditions be held to be void, invalid, unenforceable or illegal by a court, such provision shall be valid and enforceable to the extent permitted by applicable law, and the validity and enforceability of the other provisions shall not be affected thereby. Failure of any party to enforce any provision of these Terms and Conditions shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.

20.0 Choice of Law; Choice of Forum

These Terms and Conditions and any dispute arising from the Website, Software or the Services shall be interpreted in accordance with the laws of the State of Texas, U.S.A. without reference to its conflicts of law principles. You expressly consent and agree that any claims arising under or related in any way to these Terms and Conditions, the Privacy Policy, the Website, the Software or the Services shall be brought only in the state or federal courts located in the State of Texas and therefore you consent to the jurisdiction and venue of those courts.

21.0 Assignment

These Terms and Conditions shall not be assignable by you, either in whole or in part. OFA reserves the right to assign its rights and obligations under these Terms and Conditions.

22.0 Survival

Sections 1, 4, 5, 10, 11, 12, 14, 15, 16, 17, 18, 19, 20, 22, 23, 24, 25, 26, 27, 28 and 29 of these Terms and Conditions shall survive the termination of these Terms and Conditions and shall apply indefinitely.