THE TERMS AND CONDITIONS CONTAINED HEREIN CONSTITUTE A LEGAL AGREEMENT.
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT BETWEEN YOU AND INVESTFLY, INC. WITH RESPECT TO THE TERMS AND CONDITIONS DESCRIBED HEREIN. READ THIS AGREEMENT CAREFULLY BEFORE YOU CHECK “I AGREE” ON SIGN UP PAGE. BY CHECKING ON “I AGREE” ON SIGN UP PAGE, YOU ACKNOWLEDGE THAT
Scope of Agreement.
This ELECTRONIC SERVICES AGREEMENT, (together with any Exhibits, Schedules and Addenda hereto as may be amended from time to time and which are incorporated herein by reference, this “Agreement”) dated as of the date you click “I Accept” below (the “Effective Date”) contains the entire agreement between the client identified on the customer identification and page below (“Customer”) and Investfly, Inc., (“Investfly”, and collectively with the Customer, the “Parties” and each a “Party”) with respect to the terms and conditions described herein under which Customer may, at all times under Customer’s exclusive discretion, direction and control:
- use, under a limited, non-exclusive license, Investfly’s algorithmic development facility to create algorithmic trading rules (together with all other services, facilities or protocols embedded therein designed for trade rule development, automated trading, liquidity management, order processing routing, and reporting, the “System”); and
- generate and route orders via the System for those exchange-traded securities, futures contracts, options on futures contracts, OTC deliverable spot and forward foreign currency pair contracts (“forex”) and OTC options on forex, all and as otherwise listed on Schedule 1 appended hereto (each an “Order”) to be executed in one or more accounts established by Customer in Customer’s name with and by those clearing Broker Dealers, Futures Commission Merchants (“FCM”s), Retail Foreign Exchange Dealers (“RFED”s), or other qualified counterparties or intermediaries set forth on Schedule 2 appended hereto and as may be amended from time to time (each or any, for purposes hereof, a “Counterparty”) in accordance with each Counterparty’s order handling, reporting, margin, commission, and other procedures in effect at all relevant times.
Customer has relied on his/her own judgment in choosing and adapting the System and in the manner, extent, and nature of Customer’s use thereof. Customer acknowledges that neither Investfly nor its agents, brokers, affiliates or employees have provided any advice to Customer with respect to any Order(s), investments, algorithms, or trading methods, or analyzed or commented upon Customer’s use of the System in any manner.
Grant of License.
Investfly grants Customer, together with each authorized user which Customer may designate and pay such license fees as shall be required by Investfly (each an “Authorized User”), a non-exclusive, non-transferable license to use the System together with all documentation, files, third party information, data and content made available by Investfly through the System and/or Investfly’s website or otherwise, strictly subject to all other terms, covenants, warranties, representations, restrictions and conditions in this Agreement, and terminable at any time at the discretion of Investfly (the “License”). Customer shall designate one or more individuals (each an “Account Administrator”) and grant each such Administrator administrative access rights to the System including adding and removing Customer’s Authorized Users, assigning user IDs (each a “User ID”) and password or other security credentials to Authorized Users to access the System, communicating with Investfly regarding the License, and otherwise administering the use of the System by the Customer. The System shall be used only by Customer’s Authorized Users for Customer’s use and not in the operation of a service bureau or for the benefit of any other person or entity. Customer shall not share or distribute any password or passwords associated with this License to any third party not an Authorized User or otherwise covered by this grant of License.
Modification / Term and Termination
- The terms and conditions of this Agreement and/or the License may be modified or amended by Investfly from time to time in its sole discretion. A notification of such modifications, amendments or changes, as well as a revised Agreement will be provided upon login to the System. By clicking “I Accept” upon notice of such revised Agreement and using the System after any such amendment is made, Customer acknowledges and agrees to such revised Agreement and such revised License.>
- This Agreement and the License may be terminated by either Party at any time, with or without cause, upon written notice to the other Party (“Termination”). This Agreement and the License shall remain in effect commencing on the Effective Date and until Termination, however relevant provisions of this Agreement shall remain in effect and survive Termination with respect to all Orders placed, passed or processed via the System prior to Termination. Regardless of any other provision of the Agreement, Investfly shall retain the right (but not the obligation), at its discretion, at any time and with or without cause or prior notice to suspend all or any part of the License, the System and/or Customer’s access to the System, to change the nature, composition or availability of all or any part of the License and/or System, or to impose or modify any limits, restrictions, or other qualifications on Customer’s use of the System. Any Termination hereunder shall not entitle Customer to a refund or proration of any fees collected in accordance with Section 5 hereunder.
Use of System.
Customer shall access and use the System solely for its own internal business purposes. Customer shall ensure that
- only the Customer’s Account Administrator(s) and Authorized Users access and use the System, and
- all Orders are authorized by Customer and sent by a duly authorized and qualified representative of Customer either for Customer’s account or an account over which Customer has properly authorized investment discretion (collectively, “Accounts”), or for transactions for which Customer has received the informed express consent and/or legal authorization of every relevant Account interest holder or beneficiary. Customer acknowledges that it and/or its use of the System may be subject to legal or regulatory restrictions, registrations, record keeping, examination and/or reporting in some jurisdiction, Customer has researched and takes full responsibility for compliance therewith, and shall not be entitled to any refund in the event Customer or Company may become aware that Customer’s use of the System violates such relevant law or regulation during the Term.
Customer shall be solely responsible for:
- maintaining all equipment, including any software (collectively “Equipment”), if any, used by Customer in connection with the System,
- obtaining any equipment or service needed for access to and use any front end, reporting, or access system provided or sponsored by any Counterparty or other third party;
- providing a list of Customer’s Authorized Users and User IDs and updating such list promptly through the System,
- ensuring the security of all access to the System and Equipment, including, without limitation, the confidentiality of any User ID,
- all acts or omissions of any person using the System with its User IDs, whether or not such person actually is authorized to do so, and
- any losses, damages or costs that Customer or its principals, employees, agents, customers or clients may incur as a result of errors made by, or the failure of, Equipment. If the User IDs are lost, stolen or compromised or if Customer reasonably suspects any technical or security failure in the System that would affect Orders, Customer shall immediately cease using the System and promptly notify Investfly in writing thereof.
Customer acknowledges and agrees that
- no Order shall be deemed executed until Customer receives an acknowledgment of receipt thereof (by electronic means or otherwise) from the Counterparty, and
- price, quantity and other Order data transmitted electronically to Customer by the System is sent for information purposes only, and binding transaction terms and conditions appear only on the relevant Counterparty’s standard trade confirmation.
- Regardless of whether any Counterparty implements and maintains (and/or the System is enabled to track, report, or otherwise facilitate) order size, positional, market value, currency, margin, or similar trading or credit limits (in any case as imposed by the relevant Counterparty, whether on a net, absolute value, open or closed basis, referred to herein as “Limits”), Customer agrees that it will not knowingly or negligently alter or circumvent, or seek to alter or circumvent, any such applicable Limits. In all cases, Customer shall be responsible for monitoring and abiding by all Limits in effect or as may be revised by any Counterparty from time to time. Customer shall also be responsible for abiding by such other procedures and rules for the System (e.g., hours of operation) that Investfly may impose or as amended from time to time at Investfly’s absolute discretion. Customer authorizes Investfly to incorporate revisions, upgrades or enhancements at Investfly’s sole discretion.
- Customer shall use the System and Equipment solely in compliance with all applicable laws, rules and regulations of relevant governmental authorities, self-regulatory organizations (“SROs”) and exchanges (collectively, “Applicable Laws”). Without limiting the foregoing, Customer’s use of the System and Equipment shall be subject to such additional restrictions, terms and conditions of use, disclosures or disclaimers that may be communicated to Customer (including via electronic means). Customer expressly undertakes that it will not use the System for any purpose which is contrary to law or regulation, or in any manner which could: (i) have the effect of manipulating or distorting a market; (ii) cause a deceptive, false or misleading impression in relation to the value, price, volume or level of supply or demand of any security, contract, derivative or other financial instrument; (iii) have no commercial purpose (a.k.a. “wash trades”); (iv) place Orders without the present intention to fill them or permit them to be transacted (a.k.a. “spoofing”); (v) assist a misuse of information; (vi) prejudice access to a trading or clearing system; or (vii) be reasonably deemed to present risk of abusing or taking unfair advantage of the nature or characteristics of the System, any other financial trading, brokerage, settlement, clearing or information network, system or facility, or any market.
- Customer acknowledges that it is subject to potential prosecution under Applicable Laws for illegal activities conducted through the System or otherwise. Investfly, Counterparties, regulatory authorities, exchanges and/or SROs may monitor all Customer activity so as to detect any improper activity relating to Customer transactions or business effected under this Agreement. Customer acknowledges that if Investfly, any Counterparty, a regulatory authority or an SRO detects or suspects improper activity (or any activity harmful to the integrity of the markets) through Customer’s use of the System, or if required by any Applicable Laws or Investfly’s or any Counterparty’s internal rules or policies, or if Investfly deems Customer to have breached this Agreement, or if Investfly otherwise in its sole discretion deems it necessary for Investfly’s protection or any other good faith reason, Customer’s access may be limited, augmented, or terminated at any time, and Customer may be prohibited from entering Order(s) or otherwise accessing the System and/or the markets via the System.
Charges, Fees and Costs
Customer shall promptly pay to Investfly, monthly in advance, those periodic fixed subscription fees set forth in Schedule 3 hereto as may be amended from time to time by Investfly upon prior notice to Customer for Customer’s licensed use of the System, which schedule is incorporated herein by reference. Customer will also be liable to pay any separate fees, charges and expenses charged by Counterparties, exchanges, third party systems or platforms, clearers, settlement facilities or other third parties in connection with the activities contemplated under this Agreement, including for any provision of market data. Customer shall remain responsible for all third party fees, costs and expenses incident to Customer’s (and all persons acting under any User ID of Customer) access to and use of the System and the execution, clearing and settlement of Orders (including, without limitation, broker fees, prime broker, give-up or give-in fees, commissions, charges, telecommunications costs, connectivity costs, third party software costs, equipment costs, maintenance costs, and any related fees or expenses).
Intellectual Property / Customer Algorithms.
- All intellectual property and other rights in the Investfly System shall remain the sole property of Investfly or such third party providers with whom Investfly may do business in relation thereto. Customer shall not take any action that would violate, jeopardize or impair such intellectual property rights, or the legality and/or enforceability thereof. Customer acknowledges that it shall not sell, lease, or provide, directly or indirectly, the Investfly System or any portion of the Investfly System to any third party except as permitted by this Agreement. As a limited exception to the foregoing general rights of Investfly, Investfly agrees that it shall assert no claim or right with respect to original and non-infringing trading algorithms developed and used by Customer on the System fully subject to and in compliance with all other provisions of this Agreement and which remain resident exclusively upon the System (“Customer Algorithms”). Customer acknowledges that all proprietary rights in or arising from the Investfly System (with the sole exception of Customer Algorithms) are owned by Investfly or by any applicable third party service providers selected by Investfly providing all or part of the Investfly System, or providing Customer with access to the Investfly System, or their respective licensors, and are protected under copyright, trademark and other intellectual property laws and other applicable law. Customer receives no copyright, intellectual property rights or other rights in or to the Investfly System. Customer will protect and will not violate Investfly’s proprietary rights in the Investfly System, nor will Customer take any action that would violate, jeopardize or impair such intellectual property rights, or the legality and/or enforceability thereof. Customer shall honor and comply with all reasonable requests by Investfly to assist in the protection of Investfly’s and Investfly’s third party service providers’ contractual, statutory and common law rights in the Investfly System. If Customer becomes aware of any violation of Investfly’s (or Investfly’s third party service providers’) proprietary rights in the Investfly System, Customer will immediately notify Investfly in writing. Customer acknowledges that the software used in connection with the System may include encryption methods that are subject to the export and/or import control laws of the United States and other countries. Customer will cooperate with Investfly in complying with any such laws.
Customer shall not
- adapt, alter, modify, decompile, translate, disassemble, or reverse engineer the System or any component thereof, including without limitation, the source code and any other underlying ideas or algorithms of the System (except to the extent applicable laws specifically prohibit such restriction);
- copy the System;
- transfer, sublicense, loan, sell, lease or provide any other person not party to this Agreement or otherwise specifically authorized pursuant to this Agreement access to the System or any component thereof; or
- ship, divert, transship, transfer, export or re-export the System or any component thereof into any country or use it in any manner prohibited by any export control laws, restrictions, or regulations administered by the U.S. Commerce Department’s Bureau of Export Administration, the U.S. Department of Treasury’s Office of Foreign Assets Control or any other applicable government agency.
Customer shall at all relevant times maintain in effect and comply with the terms and conditions of any written margin agreement, terms of business, option agreement, futures or securities account agreement, give-up or give-in agreement, ISDA Master Agreement and related schedules, confirmations and annexes, prime brokerage agreement, Counterparty or third party electronic facilities agreement, or similar agreements with any and all Counterparties and/or relevant third party service providers (and any Order confirmations related to any of the aforementioned) pertaining to Orders by Customer via the System (collectively, “Counterparty Agreements”). In the event of any conflict between the terms of any Counterparty Agreement and the any term of this Agreement, the terms of this Agreement will control regarding the System. In addition, Customer shall enter into, maintain in effect and comply with the terms and conditions of any agreement (including without limitation exchange, Broker Dealer or FCM sponsorship or similar agreements) required by any Counterparty, or any exchange, market center or clearing corporation where any Order is executed, cleared, settled or confirmed (including any applicable Limits). Without limitation of the foregoing, Customer shall promptly execute and provide Investfly with evidence of all relevant information and documentation, presented by any Counterparty reasonably required to effectuate the purposes of this Agreement, including without limitation any consents, authorizations, letters of direction, authorizations to pay fees, customer representations, exchange or market account identifiers, access codes, verification, or related information.
Customer Representations and Warrantees.
Customer hereby represents, acknowledges, and agrees that:
- Investfly shall not provide and shall not be deemed to provide investment or trading advice with regarding to Orders or other investments, or to act in any respect and or any purpose in a fiduciary capacity with respect to Customer or any related person. The System is provided for informational purposes only, any investment decisions Customer makes are solely at Customer’s own risk. Investfly shall not be held responsible or liable for any trading or investment decisions based upon information provided by the System. The System does not, and is not designed to, recommend any securities, contracts, derivatives, financial products or other financial instruments, nor does the System provide any investment advice or opinion regarding the nature, value, suitability or profitability of any particular security or contract, portfolio of securities or contracts, transaction, investment strategy, or financial product, and the System does not provide tax, legal or investment advice. Customer acknowledges that trading in all markets and instruments underlying its Orders is risky, and can result in losses greater than Customer’s initial margin deposit. Customer fully understands the limitations of hypothetical back-testing and real-time track records in predicting future performance and acknowledges that Investfly and its agents, brokers, affiliates or employees do not prepare and cannot be responsible for representations made in back-testing and simulation features.
- Customer represents and warrants that
- Customer has provided and obtained all consents, rights and authority, and has taken all actions necessary to execute this Agreement, and to use the System and execute Orders as set forth herein,
- the person executing this Agreement on Customer’s behalf has been duly authorized to do so;
- this Agreement is binding upon Customer and enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law) and does not and will not violate the terms of any agreements to which Customer is bound or subject
- Customer is connecting to the System through the public internet and Investfly cannot guarantee the arrival of messages over the internet, nor the continuity and/or security of services provided over the internet.
Investfly Limited Warranty.
Investfly represents and warrants that it has all rights, authority and licenses to provide the Investfly System as set forth herein, and otherwise makes no warranty, express or implied, concerning the System or with respect to any data or information that Investfly may provide in connection with the System. Customer expressly acknowledges and agrees that Investfly has made no recommendation with respect to the System or any Order, Orders, or confirmation, and that Investfly and any third party service providers selected by Customer or Investfly provide the System on an “as is” basis, at Customer’s sole risk. Investfly expressly disclaims any implied warranties of merchantability or fitness for a particular purpose, including any warranty for the use or the results of the use of the System with respect to their correctness, quality, accuracy, completeness, reliability, performance, timeliness, continued availability or otherwise. Investfly and such third party service providers are not responsible for maintaining the System or for supplying any corrections, updates or releases concerning the System. Investfly is not soliciting any action based upon use of the System.
Other Content / Third Party Links.
- Customer herby represents and warrants that it shall not place, post or otherwise transfer via the System any Unacceptable Content. "Unacceptable Content" means content that:
- is misrepresentative, defamatory, or libelous
- violates any applicable law or regulation, or
- infringes or violates the patents, copyrights, trademarks, rights of publicity, rights of privacy, moral rights, music performance or other music-related rights, or any other right of any third party. Investfly reserves the right to suspend or terminate access to the System of any party that it believes, in its sole discretion, is violating the terms of this Section 10. Customer further represents and warrants that it shall not re-use any editorial content and graphics provided on the System for any purpose whatsoever without Investfly's prior written consent. All graphics and editorial content on Investfly and any related sites are protected by U.S. copyright, international treaties, and other applicable copyright laws.
- Customer may be provided with hypertext links to other Internet web sites and/or resources over which Investfly has no control, including without limitation with respect to the content of such other Internet web sites and/or resources. By using the System, Customer acknowledges and agrees that Investfly is not responsible for any such Internet web sites and/or resources in any way, including without limitation, the content of such web sites and the availability of such web sites. Furthermore, Customer acknowledges and agrees that Investfly, by including such hypertext links through the System, does not purport to endorse and is not in any way responsible or liable for any of the services, products, content, advertising or other materials appearing on or available through any such Internet web sites and/or resources, including without limitation any damages or losses resulting from or alleged to be resulting from or in connection with use of or reliance on any such services, products, content, advertising or other materials appearing on or available through any such Internet web sites and/or resources.
Liability Limitations and Indemnification.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGULATION, IN NO EVENT SHALL INVESTFLY, ITS managers, members, principals, partners, officers, directors, affiliates, employees and agents (each a “Related Party”) HAVE ANY LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSSES, DAMAGES, LIABILITIES, JUDGMENTS, AWARDS, FINES, PENALTIES, SETTLEMENTS, COSTS OR OTHER EXPENSES (INCLUDING LEGAL COSTS, ATTORNEYS' FEES AND DISBURSEMENTS) WHATSOEVER ARISING IN ANY MANNER OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, ITS PERFORMANCE OR BREACH, OR INCIDENT TO CLIENT'S OR ANY THIRD PARTY'S USE OF (OR ANY INABILITY TO USE) THE SYSTEMS, THE EQUIPMENT OR ANY RELATED DATA OR SERVICES. Investfly and its Related Parties have no liability, whether jointly or severally, contingent or otherwise, to Customer or to third parties, for the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the System or for delays or omissions of the System, or for the failure of any connection or communication service to provide or maintain Customer’s access to the System, or for any interruption in or disruption of Customer’s access or any erroneous communications between Investfly and Customer. Investfly and its Related Parties (whether jointly or severally) are not liable for any special, indirect, incidental or consequential damages which Customer may incur or experience because Customer entered into this Agreement or relied on the System, even if Investfly may know or have known of the possibility of such damages. Investfly is not responsible for informing Customer of any difficulties Investfly or other third parties experience concerning use of the System for Investfly’s accounts or other accounts or to take any action in connection with those difficulties. Investfly and its Related Parties also have no duty or obligation to verify, correct, complete or update any information displayed in the System. Customer is solely responsible for any losses, damages or costs resulting from its reliance on any data or information that Investfly may provide in connection with Customer’s use of the System. Customer will make its own independent decision to develop trading protocols and otherwise access or use any portion of the System or to transmit any Order and Customer acknowledges and agrees that the System does not and will not serve as a basis for any of Customer’s investment decisions for Customer or its Accounts. Customer is solely responsible for any investment or trading decisions it makes with respect to Orders or other products identified on the System and Investfly is not responsible for determining, and has at no time advised Customer, on whether any Transaction Customer may enter into is suitable, appropriate or advisable for Customer or any Account. Investfly (and any of its affiliates and Related Persons) are not and will not be, by virtue of providing the System, an advisor or fiduciary for Customer or its Accounts.
- Customer will indemnify, protect, and hold harmless Investfly and its Related Parties from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, costs (including attorney’s fees) (collectively, “Losses”) resulting from or arising out of the use of the System by Customer or its Related Parties, including without limitation any breaches of the security of the System (including any access or entry into any of our other systems not covered by this Agreement), and any claims that any transaction was not suitable for or not authorized by any client or customer.
- In Paragraph 11(a) the term “Investfly” includes any third party service providers selected by Customer or Investfly in connection with the System, and in Paragraph 11(b) those terms include third party service providers selected by Investfly.
- Orders that Customer may enter through the System may be routed to third party systems (including that of a Counterparty), markets or exchanges (each, a “Third Party System”). Without limitation of the generality of any other provision of this Paragraph 9, Investfly is not responsible for any losses, damages or costs that may result from errors made by any Third Party System in reading, processing or executing such orders, or if any Third Party System otherwise fails to properly execute, account for and/or confirm such orders.
- Customer agrees that, without limitation of any disclaimer of liability contained elsewhere herein, Investfly’s liability and the collective liability of Investfly’s Related Parties and the third party service providers selected by Customer or Investfly, if any, arising out of any kind of legal claim (whether in contract, tort, or otherwise) or in any way connected to Customer’s use of the System will not exceed the subscription license fees Investfly received from such Customer during the period when such legal claim arose unless caused directly by Investfly’s gross negligence or willful misconduct.
Investfly agrees that it shall not disclose any nonpublic information contained in the Orders to any persons or entities other than Investfly Parties who have an obligation to preserve the confidentiality of the information and have a need to know the information in order to fulfill Investfly’s obligations under this Agreement, maintain and enhance the operation of the System, and/or comply with applicable law and regulation; provided however, that Customer agrees that Orders may be disclosed to the extent required to process such Orders in the normal course of business, to comply with applicable law and regulation and/or to respond to requests of government or regulatory authorities (including SROs). Except as required by applicable law and regulation, Customer and Customer’s employees will hold the System and all information on the System in strict confidence and not disclose them to third parties or use them for any purpose not contemplated by this Agreement. The restrictions set forth in this section shall not apply to information which
- is or becomes publicly known without breach of this Agreement by Investfly,
- was rightfully acquired from a third party by Investfly prior to receipt from Customer,
- is subsequently rightfully obtained by Investfly from a third party,
- is developed independently by Investfly, without reference to Customer’s information, or
- is generally known by persons in the banking, technology, futures, or financial services industries. Neither Party shall, without the permission of the other Party,
- disclose the terms of this Agreement (other than to its affiliates or as required by law or regulation) or
- refer to the other Party or its affiliates in any manner in connection with the promotion of any product or service (other than to its affiliates). Without the prior written consent of the other Party, neither Party will
- use the name of the other Party, or the name of any of the other Party’s Related Parties, or any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation of the other Party or its affiliates in advertising, publicity, or otherwise; or
- represent (directly or indirectly) that any product or any service provided by the Party has been approved or endorsed by the other.
- Customer acknowledges that it entered into this Agreement without inducement by any representation or warranty not set forth in this Agreement. This Agreement contains the entire agreement of the Parties with respect to its subject matter and supersedes all existing and all other oral, written or other communications between the Parties concerning this subject matter. Except as otherwise expressly provided elsewhere herein, this Agreement may be modified only by a subsequent writing signed by both Parties.
- Neither Party may assign this Agreement without the other Party’s prior written consent. However, Investfly may assign this Agreement to any qualified entity
- controlling, controlled by, or under common control with Investfly, or
- which succeeds to all or substantially all of Investfly’s assets, liabilities and business.
- If any provision of this Agreement (or any portion thereof) is invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement will not be affected or impaired.
- Where any form of the word “including” appears in this Agreement, it will be interpreted as if followed by the phrase “without limitation”.
- Except otherwise expressly provided herein, all notices will be in writing and hand delivered or forwarded by registered or certified mail to the Parties at the addresses listed on the signature page(s). A copy also will be sent to the attention of Investfly’s General Counsel or to any other address which Investfly may designate in writing after the date of this Agreement.
- The headings in this Agreement are intended for convenience of reference and will not affect interpretation.
- The individuals executing this Agreement each represent and warrant that they are duly authorized by all necessary action to execute this Agreement on behalf of their respective business entities.
- Customer acknowledges that its breach of any provision of Paragraphs 6,8,10 and/or 12 of this Agreement will cause Investfly irreparable injury and damage. Therefore, injunctive relief may be sought by Investfly in addition to any other rights and remedies which may be available to the Party at law or in equity.
- Customer agrees to cooperate with any reasonable request Investfly may make in order to respond to any inquires made by any exchanges or other regulatory, self-regulatory or governmental authorities in connection with the System.
- This Agreement shall be deemed wholly negotiated, entered into and executed within the State of New York, USA and will be governed and construed in all respects by the laws of the State of New York and the United States, without giving effect to principles of conflict of law. Any litigation between the Parties relating to this Agreement will take place only in the state and federal courts located in the city of New York. The Parties waive any right to trial by jury.