USTOCKTRAIN TRADING SIMULATOR TERMS AND CONDITIONS PLEASE READ THESE USTOCKTRAIN TRADING SIMULATOR TERMS AND CONDITIONS ( TERMS AND CONDITIONS ) CAREFULLY. THE USTOCKTRAIN TRADING SIMULATOR SIMULATES SECURITIES TRADING AND IS TO BE USED FOR TRAINING AND EDUCATIONAL PURPOSES ONLY. YOU UNDERSTAND AND AGREE THAT NO MONEY OR CURRENCY IS EXCHANGED THROUGH THE USTOCKTRAIN TRADING SIMULATOR AND THAT NO SECURITIES ARE ACTUALLY TRADED, PURCHASED, SOLD OR EXECUTED VIA THE USTOCKTRAIN TRADING SIMULATOR, IT IS A SIMULATOR ONLY, NOT AN ACTUAL TRADING PLATFORM. BY ACCESSING OR USING THE USTOCKTRAIN TRADING SIMULATOR ( SIMULATOR ) VIA THE USTOCKTRAIN WEBSITE ( SITE ) OR USTOCKTRAIN APPLICATION ( APP ) OR BY ACCESSING OR USING THE USTOCKTRAIN INTERACTIVE TRAINING MODULE INCLUDING, WITHOUT LIMITATION, ANY COMPONENT OF INSTRUCTION OR TUTORIAL, OR OTHER MATERIALS (TOGETHER WITH THE SIMULATOR AND THE CONTENT LOCATED ON THE SITE AND APP, THE USTOCKTRAIN CONTENT ), YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS INCLUDING WITHOUT LIMITATION THE CONTENT LICENSE HEREIN CONTAINED. NOTHING CONTAINED IN THESE TERMS AND CONDITIONS OR OTHERWISE SHALL BE DEEMED TO CONSTITUTE A REPRESENTATION, GUARANTEE, OR PROMISE THAT A PARTICULAR RESULT WILL BE PRODUCED BY THE SIMULATOR OR YOUR USE OF THE USTOCKTRAIN CONTENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT NEGOTIATED AND SIGNED BY YOU. USTOCKTRADE, LLC RESERV ES THE RIGHT TO CHANGE THESE TERMS AND CONDITIONS POSTED ON THE SITE AND APP FROM TIME TO TIME IN ITS SOLE DISCRETION, AND WILL PROVIDE NOTICE OF MATERIAL CHANGES ON THE SITE AND APP. YOUR CONTINUED USE OF THE SIMULATOR, SITE, APP, OR THE USTOCKTRAIN CONTENT, AFTER SUCH NOTICE HAS BEEN POSTED, CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES TO SUCH TERMS OF USE. YOUR USE OF THE SIMULATOR AND USTOCKTRAIN CONTENT WILL BE SUBJECT TO THE MOST CURRENT VERSION OF THE TERMS AND CONDITIONS ON THE SITE AND APP AT THE TIM E OF SUCH USE. IF YOU BREACH ANY OF THESE TERMS AND CONDITIONS, YOUR AUTHORIZATION TO USE THE SIMULATOR, SITE, APP AND THE USTOCKTRAIN CONTENT AUTOMATICALLY TERMINATES, AND ANY USTOCKTRAIN CONTENT DOWNLOADED OR PRINTED FROM THE SITE OR APP IN VIOLATION OF THE TERMS AND CONDITIONS MUST BE IMMEDIATELY DESTROYED. THE MINIMUM REQUIREMENTS TO BE PERMITTED TO USE THE SIMULATOR ARE DIFFERENT FROM THE REQUIREMENTS THAT APPLY TO OPENING A USTOCKTRADE SECURITIES INC. BROKERAGE ACCOUNT. ACCEPTANCE OF YOUR REQUEST TO USE THE SIMULATOR DOES NOT RESULT IN YOUR ABILITY TO OPEN UP, AND TRADE SECURITIES THROUGH, A USTOCKTRADE SECURITIES, INC. BROKERAGE ACCOUNT. OPENING A BROKERAGE ACCOUNT IS SUBJECT TO STRICT ELIGIBILITY, RESIDENCE, KNOW YOUR CUSTOMER, AND OTHER SECURITIES LAW REQUIREMENTS AND IS SUBJECT TO A PROCESS SEPARATE FROM USE OF THE SIMULATOR. THE FOLLOWING CATEGORIES OF PERSONS WILL NOT BE ABLE TO OPEN UP, OR TRADE SECURITIES THROUGH, A USTOCKTRADE SECURITIES, INC. BROKERAGE ACCOUNT: INDIVIDUALS WHO ARE ASSOCIATED PERSONS OF A REGISTERED BROKER-DEALER; INDIVIDUALS WHO ARE ASSOCIATED PERSONS OF A NATIONAL SECURITIES EXCHANGE; INDIVIDUALS WHO ARE EMPLOYED BY A FEDERAL OR STATE SECURITIES REGULATOR OR A SELF-REGULATORY REGULATORY ORGANIZATION; NON-NATURAL PERSONS. THE FOREGOING LIST IS NOT COMPREHENSIVE AND MAY BE AMENDED AT ANY TIME BY USTOCKTRADE, LLC.
1. Simulator, Site App and Ustocktrain Content. These Terms and Conditions apply to the Simulator, Site, App, and the Ustocktrain Content provided by Ustocktrade, LLC ( Ustocktrade ). Access to or use of the Simulator, Site, App, or Ustocktrain Content (collectively, the Ustocktrain Material ) constitutes your agreement with these Terms and Conditions. Use of the Ustocktrain Material is also subject to the Ustocktrade Privacy Policy, available at the Ustocktrain App or website. You agree to use the Ustocktrain Material only for lawful purposes. You may not use the Ustocktrain Material or any part thereof for commercial purposes. You must only use the Ustocktrain Material in a way that does not infringe the rights of, restrict or inhibit anyone else's use and enjoyment of the Ustocktrain Material. Prohibited behavior includes harassing or causing distress or inconvenience to any person, transmitting obscene or offensive content or disrupting the normal flow of data within the Ustocktrain Material. We reserve the right to manage or regulate your usage of the Ustocktrain Material as we determine in our sole discretion including, but not limited to, if we believe you are using excessive bandwidth or if your use of the Ustocktrain Material is adversely affecting our network or other users. Among other things, we may temporarily suspend or permanently terminate your user account. 2. Ownership and Proprietary Rights; License. The Ustocktrain Material including, without limitation, any instructions, tutorials, and other information as well as all other documentation, materials, and files are the property of Ustocktrade and its licensors and is protected by copyright and other intellectual property laws. The Ustocktrain Material may be used, viewed or displayed for your personal, informational, and non-commercial use only. Except as expressly provided for in the foregoing sentence, you may not modify, publish, transmit (including but not limited to, by way of e-mail, facsimile, or other electronic means), frame, sublicense, assign, display, participate in the transfer or sale of, rent, lease, loan, create derivative works based on, or in any other way exploit the Ustocktrain Material without the express prior written consent of Ustocktrade, which consent may be withheld for any reason. Any permitted copies of the Ustocktrain Material must retain the copyrighted notice and any other proprietary notices contained in such materials. You may not use or present any of the materials contained in the Ustocktrain Material in any manner that may provide a false or misleading impression or statement as to Ustocktrade or any third party referenced in the Ustocktrain Material. You further acknowledge and agree that all copyrights, patents, trade secrets, concepts, techniques or other intellectual property rights associated with any ideas, concepts, creations, designs, engineering details, techniques, inventions, processes, works of authorship, course materials, documentation or functionality developed, created, or used by Ustocktrade or its personnel in connection with any of the Ustocktrain Material are and shall remain the sole and exclusive property of Ustocktrade and/or its licensors and are proprietary information of those parties. Ustocktrade reserves all rights not expressly granted to you. Except as otherwise provided by law, you may not reverse engineer, disassemble, decompile, or translate any of the Ustocktrain Material, or otherwise attempt to derive the source code of any software which may be related to the Ustocktrain Material. No right, title, or interest in or to any trademarks, service marks, or trade names of Ustocktrade or its licensors is granted hereunder and any use thereof will inure solely to the benefit of Ustocktrade and/or its licensors. Nothing herein shall be construed as conferring any license under Ustocktrade s intellectual property rights, whether by estoppel, implication or otherwise. 3. Submissions, User Comments, Feedback. If you submit, post or otherwise send us any information, content or material beyond that which is required to use the Ustocktrain Material including, without limitation, comments, reviews, data, text, messages, files, images, photographs, videos, audiovisual works, postings, your and/or other persons' names, likenesses, voices, usernames, profiles, actions, appearances, performances and/or other biographical information or material, or any other materials, as well as links to any of the above (collectively, Submissions ), then, subject to the Ustocktrade Privacy Policy, Ustocktrade (and our affiliates, licensees, distributors, agents, representatives and other authorized users) shall be entitled to unrestricted use of such Submissions for any purpose whatsoever, commercial or otherwise, without the requirement of any further permission from or payment to you or to any other person or entity, including without limitation for inclusion in any future product, with no compensation to you. The term Submissions does not include trading data that is generated through the normal use of the Simulator. Subject to the Ustocktrade Privacy Policy, no Submission shall be subject to any obligation of confidentiality on our part and Ustocktrade shall not be liable for any use or disclosure of
any Submission. Without limiting the foregoing, you hereby grant Ustocktrade (and our affiliates, licensees, distributors, agents, representatives and other authorized users), without the requirement of any permission from or payment to you or to any other person or entity, a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sub-licensable and transferable worldwide license to use, re-use, reproduce, transmit, print, publish, display, exhibit, distribute, re-distribute, copy, host, store, cache, archive, index, categorize, comment on, broadcast, stream, edit, alter, modify, adapt, translate, create derivative works based upon and publicly perform such Submissions, in whole or in part, in all media formats and channels now known or hereafter devised, for any and all purposes including, without limitation, news, advertising, promotional, marketing, publicity, trade or commercial purposes, all without further notice to you and with or without attribution (the "Submissions License"). You agree that any Submissions you make are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way. To the extent any "moral rights," "ancillary rights," or similar rights in or to the Submissions exist and are not exclusively owned by us, you agree not to enforce any such rights as to Ustocktrade or our affiliates, licensees, distributors, agents, representatives and other authorized users, and you shall procure the same agreement not to enforce from any others who may possess such rights. 4. Disclaimer of Warranty. USTOCKTRADE EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES IN THE USTOCKTRAIN MATERIAL. USTOCKTRADE IS PROVIDING THE USTOCKTRAIN MATERIAL ON AN AS IS OR AS AVAILABLE BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS WHATSOEVER, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AND SPECIFICALLY DOES NOT PROVIDE WARRANTIES WITH RESPECT TO YOUR USE OF OR ACCESS TO THE USTOCKTRAIN MATERIAL. USTOCKTRADE DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE USTOCKTRAIN MATERIAL, OR ANY INFORMATION AVAILABLE THROUGH THE SIMULATOR, SITE OR APP ITSELF. USTOCKTRADE ASSUMES NO RESPONSIBILITY FOR THE QUALITY, UTILITY, ACCURACY OR SECURITY OF THE USTOCKTRAIN MATERIAL OR USEFULNESS OF THE SAME FOR ANY PURPOSE. USTOCKTRADE DOES NOT GUARANTEE NETWORK SECURITY. USTOCKTRADE ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR THE SECURITY OF YOUR ELECTRONIC ENVIRONMENT. THE OBLIGATIONS AND LIABILITIES OF USTOCKTRADE AS SET FORTH HEREIN ARE EXCLUSIVE AND EXPRESSLY IN LIEU OF ALL OTHER OBLIGATIONS, LIABILITIES AND REMEDIES, EXPRESS OR IMPLIED, INCLUDING ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY (COLLECTIVELY, CLAIMS ) IN TORT, CONTRACT, STATUTE, OR OTHERWISE WHETHER OR NOT ARISING FROM NEGLIGENCE OF USTOCKTRADE OR ITS AFFILIATES, ACTUAL OR IMPUTED. 5. Indemnification. You agree to indemnify and hold Ustocktrade and its affiliates, officers, agents, consultants and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content you submit, post to, or transmit through the Simulator, your use of the Site or App, your connection to the Site or App, your violation of the Terms and Conditions, or your violation of any rights of another individual or entity. 6. Limitation of Liability. USTOCKTRADE AND OUR AFFILIATES, AGENTS, LICENSORS, SUPPLIERS AND DISTRIBUTORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, OR IN CONNECTION WITH THE ACCESS OR USE OF THE USTOCKTRAIN MATERIAL OR ANY OTHER INFORMATION YOU OBTAIN FROM THE SITE OR APP OR THE INABILITY TO ACCESS OR USE THE SAME. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF USTOCKTRADE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, USTOCKTRADE AND OUR AFFILIATES, AGENTS, LICENSORS, SUPPLIERS AND DISTRIBUTORS LIABILITY IN SUCH STATES
OR JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. NEITHER USTOCKTRADE NOR OUR AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR DISTRIBUTORS SHALL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY CAUSED IN WHOLE OR PART BY ITS NEGLIGENCE OR CONTINGENCIES BEYOND ITS CONTROL IN PROCURING, COMPILING, INTERPRETING, REPORTING OR DELIVERING THE SIMULATOR AND ANY NEWS AND INFORMATION THROUGH THE SITE OR APP. IN NO EVENT WILL WE AND OUR AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR DISTRIBUTORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON THE SIMULATOR OR SUCH NEWS AND INFORMATION OR FOR ANY CONSEQUENTIAL, SPECIAL, OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7. Force Majeure; Excused Performance. Ustocktrade shall not be liable in any way for any delays in, or any failure of, services performed hereunder due to any act or omission by you or your employees and agents; and/or your failure to follow the Terms and Conditions. Neither party shall be liable or deemed in default for any delay in performance under these Terms and Conditions resulting directly or indirectly from acts of God, war, insurrection, national emergency, fires, storms, labor disputes, acts of vandals or hackers, acts of civil or military authority or any other cause beyond the reasonable control of such party. 8. Term and Termination. This Agreement may be terminated at any time by Ustocktrade effective immediately upon notice to you or upon the mutual agreement of the parties. In addition, this Agreement will terminate automatically if you breach any of your responsibilities or obligations under these Terms and Conditions, which breach is not remedied within ten (10) days from receipt of written notice of such breach. 9. Confidentiality. Confidential Information includes any proprietary data and any other information disclosed by one party to the other. Notwithstanding the foregoing, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party s possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information. You agree that you will not use or disclose Ustocktrade s Confidential Information without the prior written consent of Ustocktrade except for the purpose of accessing and using the Ustocktrain Material or if required by law, regulation or court order, in which case, you agree to give Ustocktrade as much notice as is reasonably practicable prior to disclosing such information. Upon termination of this Agreement, you agree to destroy all of Ustockrade s Confidential Information. You are responsible for safeguarding the confidentiality of your user name and password utilized to access the Site or App and for any use or misuse of your account resulting from any third party using your user name or password. You agree to immediately notify Ustocktrade of any unauthorized use of your username, password or account or any other breach of security known to you with respect to the Ustrocktrade Material. 10. Miscellaneous. These Ustocktrain Terms shall be governed in accordance with the laws of the State of Delaware (excluding its conflict of laws principles and the U.N. Convention on Contracts for the International Sale of Goods) and you expressly agree that exclusive jurisdiction for any claim or dispute with Ustocktrade or relating in any way to the Ustocktrain Material or the Terms and Conditions resides in state and federal courts in the State of Delaware in connection with any such dispute or claim. These Terms and Conditions including any attachments hereto and made a part hereof, constitutes the entire agreement between Ustocktrade and you with respect hereto and supersedes any prior negotiations, understandings or agreements with respect to the specific subject matter hereof. No other terms and conditions shall be included or implied unless agreed in writing by an authorized representative of the parties. The rights of Ustocktrade and your obligations under the Terms and Conditions shall inure to the benefit of Ustocktrade s assignees, licensors, and licensees. These Terms and Conditions are not assignable or transferable in whole or in part by you without the prior written consent of Ustocktrade. The provisions of these Terms and Conditions are severable and if any one or more of the provisions hereof are judicially determined to be illegal or otherwise unenforceable, in whole or in part, the remaining
provisions of these Terms and Conditions shall be binding. A waiver of any of these Terms and Conditions does not constitute a waiver of any other Terms and Conditions. Except as otherwise specifically provided, all notices given pursuant to these Terms and Conditions shall be sent via e-mail to you at the e-mail address you provided on the log-in page on the Site or App. The headings contained in this Agreement are for reference purposes only and shall not be considered in interpreting the meaning of the terms of this Agreement or application of law to this Agreement. This Agreement and the rights and obligations created under it shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended or should be construed to confer upon any other person any right, remedy, or claim under or by virtue of this Agreement. [End]