Terms of Service

Last updated: 2024-06-29

The terms described herein ("Terms of Service") outline the conditions applicable to your access and use of the Services, as defined in the first section below. This document establishes a legally binding agreement between you, whether personally or on behalf of an entity, referred to as the user of the Services ("you" or "your"), and the service provider offering the Services, where applicable, referred to as "we", "our", "us", "the Service Provider" or "OrderFlowViz.com".

By signing up for and/or using the Services, you affirm that you have read, understood, and agreed to be bound by all the terms and conditions in these Terms of Service, our Privacy Policy, and any documents incorporated by reference. Any new features or functionalities added to the current Services are also subject to these Terms of Service. We reserve the right, at our sole discretion, to make changes or modifications to these Terms of Service at any time and for any reason. We will alert you about any changes by updating the "Last updated" date, and you waive any right to receive specific notice of each such change. It is your responsibility to check the Terms of Service from time to time for any updates or changes that may impact you.

Definitions

"Trader" means the end user or entity who is subscribing to the software products from the Service Provider for trading purposes.
"Dispute" means any dispute, controversy, or claim.
"Fees" means any charges applicable to your usage of the Services.
"Service Provider" is the entity (OrderFlowViz.com) providing the Services.
"Trading Platform" means the software which is used by the Trader for trading the financial markets and on which the Service Provider's Services can be operated.
"Website" means the internet page https://www.orderflowviz.com through which the Services can be accessed.
"Account" means an account used for accessing the Services.
"Services" means the application(s) and indicators supplied by OrderFlowViz.com and any other services (including any associated software, products, features, training videos and other training/introductory materials) provided by the Service Provider.
"Taxes" means any applicable federal, provincial, state, local, or other governmental sales, harmonized, goods and services, value-added, or other taxes, fees, or charges.
"Third Party Service" means any service, application, software, feature, platform, website, or product provided by any third party.

General Conditions

The Service assists you in managing your trading activities by providing software subscription services that enable you, the Trader, to subscribe to and use software products for trading purposes.
To use the Service, you must always comply with the Terms of Service, the Privacy Policy, and any other rules, guidelines, and policies communicated to you by the Service Provider. Failure to do so may result in the termination and/or suspension of this agreement and your use of the Service.
The Service Provider has no control over, and will not be responsible or liable for any liability arising out of any transaction, communication, or email message between you and any party (including between you and your trading platform provider such as Sierra Chart, and between you and any third party).
You must be at least 18 years old or at least the age of majority in the jurisdiction where you reside or from which you are to use the Service.
You acknowledge that the Service Provider will use the email address you provide as the primary method of communication.
You acknowledge and agree that all intellectual property rights in the Services, including without limitation any associated software, documentation, websites, tools, applications, products, and any modifications, are exclusively owned by the Service Provider unless stated otherwise.
You agree to give us explicit consent to transfer to and store your personal data, which is needed to provide the Services, in the country and/or region where we store the Service's data.
You agree not to duplicate, reproduce, copy, resell, sell, reverse engineer, or exploit Services or any part of the Services without first obtaining our express written permission.
If you are signing up for the Service on behalf of your employer, firm, or other legal entity, then you represent and warrant that you have the authority to bind that entity to these Terms of Service.
The Service Provider reserves the right, at its own discretion, to modify features, add features, remove features, discontinue or terminate the Service or any part of it, or terminate your Account or your access to the Service, for any reason without notice at any time.
The Service Provider shall not be liable to you or to any third party for any modification, change, discontinuance, or termination of the Service or any part of it.
A breach or violation of any provision of the Terms of Service may result in an immediate termination or suspension of your Account and access to the Services.
Verbal or written abuse of any kind of the Service Provider's employees, officers, or members can result in an immediate termination of your Account.

Third-Party Services

You acknowledge that the Service Provider may employ and/or use any Third-Party Service for providing the Service to you.
You acknowledge that we do not provide any warranties or guarantees with respect to Third-Party Services (including but not limited to the trading platform Sierra Chart). The Service Provider has no control over Third-Party Services and shall not be responsible or liable for any action, result, or failure of any Third-Party Service.
You agree to indemnify and hold us harmless from any claim or demand, including reasonable attorneys' fees, arising out of your use of, access to, or interaction with a Third-Party Service.
Under no circumstances shall the Service Provider be liable for any direct, indirect, incidental, special, consequential, or exemplary damages resulting from the use or the inability to use Third-Party Services.

Intellectual Property

The software provided by the Service Provider, including associated software, documentation, websites, tools, applications, products, and any modifications, is exclusively owned by the Service Provider, unless stated otherwise.
By using the Services, you are granted a limited, non-exclusive, and non-transferable license to access and use the software for the sole purpose of utilizing the Services in accordance with these Terms.
You agree not to duplicate, reproduce, copy, resell, sell, reverse engineer, or exploit the software or any part of the software without obtaining the express written permission of the Service Provider. Any unauthorized use, reproduction, or distribution of the provided software constitutes a violation of intellectual property rights and is strictly prohibited.

Accuracy of Information

We do not provide warranties or guarantees for the information presented by the Services, and we are not accountable if such information lacks accuracy, completeness, or fails to meet specific requirements. Relying on information accessed through the Services is at your own discretion.
It is possible that the information provided through the Services may contain typographical errors, inaccuracies, or omissions, encompassing product names, pricing, availability, or other content. We do not have an obligation to rectify, amend, update, or clarify such information unless legally mandated.

Prohibited Uses

You are expected to use the Services solely for their intended purpose. You agree NOT to:

Utilize the Services for any unlawful purpose or engage in unlawful acts.
Employ the Services in a manner inconsistent with applicable laws or regulations.
Circumvent, disable, or interfere with security-related features of the Services, including features enforcing usage limitations.
Interfere with, disrupt, or create an undue burden on the Services, associated software, or the Service Provider's Website.
Utilize information obtained from the Services to harass, abuse, or harm another person.
Employ the Service as part of any effort to compete with us.
Attempt to decipher, decompile, disassemble, or reverse engineer any software forming part of the Services.
Try to bypass any measures designed to prevent or restrict access to the Services or any of its portions.
Copy or adapt the software associated with the Services, including C++, C#, HTML, JavaScript, PHP, or other code.
Upload or transmit viruses, Trojan horses, or other materials that may modify, impair, disrupt, alter, or interfere with the use, features, functions, operation, or maintenance of the Services.
Use the Service to create and distribute any type of spam.
Disparage, tarnish, or otherwise harm us and/or the Services.
Employ the Service for any obscene or immoral purpose.
Violate or infringe upon intellectual property rights using the Service.

We retain the right to terminate or restrict your access to the Services and/or terminate your Account if you violate any of these prohibited uses.

Fees, Payments, Other Charges, and Taxes

It is important to settle the Fees and any other applicable charges promptly. Failure to make timely payments may lead to the termination of your access to the Services or the closure of your Account.
The Fees are to be paid in advance and are invoiced as per your product and subscription type selection.
Users are granted a fourteen-day window following the payment of Fees to address and resolve any concerns or disputes related to the charges.
All Fees are exclusive of any applicable Taxes.

Indemnification

You are obligated to defend, indemnify, and hold us harmless, along with our subsidiaries, affiliates, officers, agents, partners, and employees, against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, brought forth by any third party due to or arising out of:

your use of the Services;
breach of these Terms of Service, the Privacy Policy, or any other referenced documents;
violation of your representations and warranties in these Terms of Service;
infringement upon the rights of a third party, including intellectual property rights; or
any overt harmful act towards any person or entity.

Dispute Resolution

To facilitate a swift resolution and manage the costs of any dispute, the Parties (you and us) agree to attempt informal resolution through good-faith negotiations for a minimum of 30 days before resorting to arbitration. These negotiations commence upon written notice from one Party to the other.
These Terms of Service are governed by and interpreted in accordance with the laws of the Service Provider's home country (Switzerland). Any dispute arising from or in connection with this agreement shall be referred to and conclusively resolved by the official court in the Service Provider's home country.

The following disputes are exempt from the informal negotiation and binding arbitration provisions:

disputes related to the enforcement, protection, or validity of intellectual property rights;
disputes arising from allegations of theft, piracy, invasion of privacy, or unauthorized use; and
claims for injunctive relief.

Termination

These Terms of Service shall remain in full force and effect while you use the Services. You can terminate these Terms of Service at any time by stopping your usage of the Services.
The Service Provider reserves the right, in its sole discretion and without notice or liability, to deny access to and use of the Services to any person for any reason, including without limitation for a breach of any representation, warranty, or covenant contained in these Terms of Service.
If the Service Provider terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party.
Upon termination, you will not be entitled to any refunds of any Fees.
External factors such as trading platform support/compatibility issues might lead to discontinuation of a Service:
1. OrderFlowViz.com will not guarantee that updates of its Services and products remain downwards compatible with older updates of the Trading Platform.
2. If a current/latest revision or update of a Service does not function on the latest update of the Trading Platform it does not entitle for a refund. In such case, the user shall continue to use the Trading Platform version with which the Service is compatible and accordingly notify OrderFlowViz.com.
3. Should OrderFlowViz.com decide not to update its Service to be compatible with the current version of the Trading Platform, the customer can still use the Service with an older version of the Trading Platform and is therefore not entitled for a refund.

Limitation of Liability

The Service is provided on an as-is and as-available basis. You explicitly acknowledge that your use of, or inability to use, the Services is solely at your own risk. To the maximum extent permitted by law, we disclaim all warranties, express or implied, concerning the Services and your use thereof, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We assume no liability for:

errors, mistakes, or inaccuracies in the provided Software and/or Services and associated materials;
personal injury or property damage resulting from your use of any part of the Services;
unauthorized access to or use of our secure servers and/or personal and/or financial information stored therein;
any interruption or cessation of transmission to or from the site;
bugs, viruses, Trojan horses, or similar items transmitted through the Services by third parties; and/or
errors or omissions in any content and materials or for any loss or damage incurred as a result of using content posted, transmitted, or made available via the Services.

In no event shall the Service Provider or our directors, officers, employees, partners, or agents be liable to you or any third party for any loss, claim, injury, or any direct, indirect, punitive, exemplary, incidental, special, or consequential damages, including but not limited to lost profit, lost opportunity, lost revenue, loss of data, or loss of goodwill. Notwithstanding anything to the contrary in this agreement, our liability to you for any cause whatsoever will at all times be limited to the lesser of the amount paid, if any, by you to us in the twelve (12) months preceding such losses or damages.

You acknowledge and agree with the risk disclaimer accessible at orderflowviz.com/legal/risk-disclaimer/.

Contact Information

If you have any questions about these Terms of Service, please contact the Service Provider at info@orderflowviz.com.