THIS AGREEMENT IS BETWEEN (“USER(s)” or “MEMBER(s) or “CONTRACTOR(s)) and DELTA TRADING GROUP, INC, (“COMPANY” or “VENDOR”), an Arizona Corporation.
DELTA TRADING GROUP, INC licenses software, and company products and services to Users in association with SP500 Trader, SP500 Trading Academy, and Trading Academy. All terms and conditions contained within apply to Company and all associated entities.
Before the purchase procedure is completed with SP500Trader.com or Academy associates, the accounting department will personally consult with you and review this contract, including the “Agreement Checklist” in the Agreement Terms section of this agreement.
The Trading Academy offers learning materials such as The Business of Futures Trading, Professional, Masters, and Executive. and other products as a continuation package. It is important the members commit to completing the training over a period of time even. The market takes about a year to cycle through its normal patterns.
This Agreement shall be Unilateral, whereas, Company shall have sole ownership of the Confidential and Proprietary Information with the Contractor or Member being prohibited from disclosing confidential and proprietary information that is to be released by the Company.
Because the products of the S&P Trading Academy are software education and data oriented there is a NO RETURN and NO REFUND POLICY.
SOFTWARE & DATA STREAM USER TERMS AND CONDITIONS
THIS AGREEMENT IS BETWEEN THE “USER” and SP500TRADER.COM, DTG, INC (VENDOR), AN ARIZONA CORPORATION. VENDOR IS WILLING TO LICENSE THE SOFTWARE / CHARTING CONFIGURATION (SOFTWARE) IDENTIFIED BELOW TO THE USER UPON PAYMENT OF SOFTWARE LICENSE INVOICED.
IF YOU ACCEPT THE TERMS IN THIS AGREEMENT. PLEASE READ THE AGREEMENT CAREFULLY. BY REGISTERING AS A USER OF THE ACADEMY SITE AND UPON PAYMENT, YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO ACT FOR AND TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS.
- Definitions. Software means the Academy (education, participation, and mentoring methodologies), software or charting setup configurations that you obtain from Vendor in binary form and all other machine readable materials that are included with such software or are provided for use with it, including (a) any updates or error corrections provided by Vendor and (b) any user manuals and other documentation provided by Vendor. Agreement refers to this End-User License Agreement.
“Company products and services” are defined as any licensed or authorized software training procedures, charting configurations, or knowledge issued, taught or licensed to Users.
“User” is defined as any entity (member, contractor, individual, company, trust, business interest, or partnership) that is issued a membership or license to utilize company products and services or to supply services related to the delivery of company products and services.
- Because the Vendors provide products and services that are software, data, and intelligence based, there are no refunds at any time. Please utilize good judgment before purchasing any of our products or services.
- Use. Under this Agreement, Vendor grants you a non-exclusive license to do the following:
- Access through video conferencing daily broadcasts of the Delta Charting price charts.
- Access through the Vendor website, data tick charts.
- Access through the Vendor website, all Member sessions available that are not designated “By Invitation Only” (without a proper invitation) or “Visitor Only”.
- Upon fully paid membership and continuing as a member in good standing: Have access to all updated Chart configurations supplied to third parties, for the life of the company.
- If applicable, install and use one copy of the Software on up to two computers. If Vendor has provided you with a Vendor-issued license certificate (“License Certificate”) that authorizes a different number of copies, then you may make the number of copies of the Software licensed to you by Vendor as provided in your License Certificate;
- Use the Software or Academy on a network, provided that you have purchased an Academy package for each user that can access the Academy for each computer or user that can access the Software over that network;
- Use the Software in accordance with any additional permitted uses set forth below.
- Development License Grant. Subject to the terms and conditions of this Agreement, Vendor grants you a non-exclusive, non-transferable, royalty-free license to use the Software internally for the purpose of designing, developing, and testing your own original software programs. This Agreement does not license you to distribute the Software except as expressly stated herein.
- Restrictions. You may not:
- Record or take photos of any sessions, or portion of a session, and share with inactive or non-members without express written permission from the Vendor.
- Share information discussed in the group with inactive or non-members on non-company platforms.
- Create: a meeting, sponsor an event, or organize outside of Vendor provided or approved platform with other active members or inactive (within 2 years of leaving the group or termination of contract) whether via electronic means or in person, and/or without express written permission from the Vendor.
- Advertise, propose, or sell other products or services to members in the group.
- Invite members or inactive (within 2 years of leaving the group or termination of contract) to other trading platforms without express written permission of the Vendor.
- Act as a chat or voice participant, mentor, moderator, liaison, or participate in any capacity in any competing trading group or trading educational platform.
- Share or disseminate member names and or contact information, in any form, amongst members or non-members without express written Vendor approval.
- Copy the documentation that accompanies the Software or the Academy;
- Use the Academy and/or Software as part of an investment or brokerage business of any type, including money management.
- Sub-license, rent, or lease any portion of the Academy and/or Software; reverse engineer, decompile, disassemble, modify, translate or make any attempt to create derivative works from the Academy and/or Software except as expressly permitted by law.
- Use the Academy and/or Software in any manner not authorized by this Agreement.
- Additional Agreements:
- Contractor/Member understands their role and responsibilities in the Group:
- Represent the Group with honor and dignity at events, live trading sessions, and in all personal and company communications.
- The Company retains all forms of intellectual property rights, foreign and domestic, in perpetuity. This includes copyrights, trademarks, service marks, patents, processes, electronic or hard stored data, programming code, printed or virtual copy, media, and artwork.
- Contractor/Member agrees to protect the intellectual property of the Group, its affiliates, and subsidiaries, including all materials produced by the Company.
- Contractor/Member will not create, promote or sell any products or materials relating to the Company trading process, trading education or trading business that is not authorized by the Company.
- Contractor/Member will not resell, repackage, or re-distribute materials including videos, games, training manuals, lessons, etc. the Contractor/Member will not send digital files to any person unless instructed to do so by the Company.
- Contractor/Member agrees should they leave the Group they will not repackage or resell, the training methodology, lesson plans, trading software, intellectual property, or other proprietary information that they received from the Company.
- As a representative for the Company or as a Member of the Group, the Contractor/Member agrees to not misrepresent the Company/Group, make promises, guarantees, or mislead potential Company members, or make statements that are not in compliance with any State or Federal regulatory agency or law.
- Contractor/Member agrees not to teach or encourage trading techniques which are contrary to the methodologies of the Company/Group.
- Contractor/Member agrees that nothing contained in this Agreement shall be construed as granting any rights by the Company to the Contractor/Member, by license or otherwise, to any confidential information or intellectual property disclosed pursuant to this Agreement.
- Contractor/Member agrees that all meetings and discussions, they are party to, are deemed Confidential.
- Contractor/Member agrees they will not disclose any topics or discussions regarding the Company or its Members to any outside entity or individual.
- The Company reserves the right to terminate the Contractor’s role/Members access in the organization should the Contractor/Member neglect to fulfill responsibilities or breach any part of this agreement.
- Third Party Software. Additional copyright notices and license terms applicable to portions of the Software from third parties may apply. Any such terms can be found on Vendor’s web site. By accepting this Agreement, you also accept the third party terms.
- License Only. The Academy and/or Software is the intellectual property of Vendor or its licensors and is protected by copyright law. You are granted non-exclusive license rights only, which take effect after your acceptance of this license. No right, title or interest is granted except as expressly stated in this Agreement.
- Limited Warranty. There is no warranty on the Academy and/or Software, its application, or use.
- Disclaimer of Warranty. EXCEPT AS EXPRESSLY SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.
- Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL VENDOR OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE SOFTWARE, EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will Vendor’s liability to you, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by you for Software under this Agreement. The foregoing limitations will apply even if the above stated warranty fails of its essential purpose. Some regions do not allow the exclusion of incidental or consequential damages, so some of the terms above may not be applicable to you.
- Termination. Upon termination of Access fees, the user no longer has access to Vendor intellectual property.
- Export Regulations. This software may not be exported.
- Governing Law. Any action related to this Agreement will be governed by the law of Arizona and the United States of America. No choice of law rules of any jurisdiction will apply. Exclusive jurisdiction and venue for any claim regarding this Agreement or its subject matter will lie in the county of Pima, Tucson, Arizona, USA.
- Severability. If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate.
- Brokerage Rules:
Software may not be used to trade any accounts other than user’s accounts, unless express written permission is in place between user and vendor.
- Software License and a monthly data access fee.
- Important Futures Trading Disclaimer
Trading futures and options involves the risk of loss. Please consider carefully whether futures or options are appropriate to your financial situation. Only risk capital should be used when trading futures or options. You must review the customer account agreement prior to establishing an account. Investors could lose more than their initial investment. You must review the customer account agreement prior to establishing an account.
Past results are not necessarily indicative of future results. The risk of loss in trading can be substantial, carefully consider the inherent risks of such an investment in light of your financial condition.
- AGREEMENT SUMMARY. This Agreement is created for the purpose of preventing the unauthorized disclosure of the Confidential and Proprietary Information. This Section shall not apply to the Company due to this Agreement being Unilateral. The Parties agree as follows:
- DEFINITION. For the purposes of this Agreement, the term “Confidential and Proprietary Information” shall include, but not be limited to, documents, records, information and data (whether verbal, electronic or written), drawings, models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures, manufacturing processes, analyses, compilations, studies, software, prototypes, samples, formulas, methodologies, formulations, product developments, patent applications, know-how, experimental results, specifications and other business information, relating to the Company’s business, assets, clients, vendors, suppliers, operations or contracts, furnished to the Contractor/Member and/or the Contractor’s affiliates, employees, officers, owners, agents, consultants or representatives, in the course of their work contemplated in this Agreement, regardless of whether such Confidential Information has been expressly designated as confidential or proprietary. Confidential Information also includes any and all, work products, studies and other material prepared by or in the possession or control of the Contractor/Member, which contain, include, refer to or otherwise reflect or are generated from any Confidential or Proprietary Information.
- However, Confidential Information does not include:
- information generally available to the public;
- widely used programming practices or algorithms;
- information rightfully in the possession of the Contractor/Member prior to signing this Agreement; and
- information independently developed without the use of any of the provided Confidential or Proprietary Information.
- OBLIGATIONS. The obligations of the Parties shall be to hold and maintain the Confidential and Proprietary Information in the strictest of confidence at all times and to their agents, contractors, employees, representatives, affiliates, and any other individual or entity that is on a “need to know” basis. If any such Confidential or Proprietary Information shall reach a third (3rd) party, or become public, all liability will be on the Party that is responsible. Contractor/Member shall not, without the written approval of the Company, publish, copy, or use the Confidential or Proprietary Information for their sole benefit. If requested, the Contractor shall be bound to return any and all materials to the Company within 10 business days.
- NON-SOLICITATION. This Section shall not apply to the Company due to this Agreement being Unilateral. The Contractor/Member further agrees that as long as the Agreement remains in effect and for a period of two (2) years from its termination or from the termination of membership to the Group, the Contractor/Member will not divert any business of the Company to include any of its affiliates, customers, contractors, vendors, or suppliers of the Company and/or the Company’s affiliates’ business to any other person, entity or competitor, or induce or attempt to induce, directly or indirectly, any person to terminate his or her contract, membership, or affiliation with the Company.
- ACCESS RESTRICTIONS. The Contractor will be provided access to key areas of the normal operations of the Company. Members will be provided access to Group meeting platforms.
- The following restrictions shall apply to protect the legitimate business interests of the Company and/or Group Members privacy and right to be free from unwanted solicitations. Contractor/Member, unless instructed to do so by the Company with or without express written permission from the Company, in addition to restrictions outlined in Section 4. Restrictions (above), shall not:
- Solicit, paid or unpaid, services including, but not limited to: coaching, private training, modified charts, spreadsheets, databases, or trading methodologies.
- Contractor/Member acknowledges that the names, phone numbers, email addresses and other personal data they have acquired or been exposed to while working with the Company or as a Member in the group, will remain the property of the Company.
- Contractor/Member agrees not to resell any sales leads or Company member data.
- Contractor, specifically, also agrees not to contact Company clients, members, sales leads, public forums, internet sites, social media sites, review sites, or any other public media before or after the termination of this agreement for any purpose or financial gain.
- Active or Inactive Members, specifically, also agree not to contact Company clients, members, sales leads, public forums, internet sites, social media sites, review sites, or any other public media before or after the termination of this agreement for financial gain or to post false claims, expose trade secrets, company methodologies, or company policies.
- Contractor/Member also agrees not to design, create, manufacture, or sell other trading software packages, analysis software, analysis protocol, charts, trading groups, educational materials, or schools relating to any Chicago Mercantile Exchange (CME) financial instrument, to any Futures financial instrument unless contracted to do so by the Company for the duration of this agreement and subsequent agreements.
- Contractor/Member also agrees to not pursue business relationships with the Company’s established vendors of financial related products and services.
20. OPEN COMPETITION OPTION
- OPEN COMPETITION. This Section shall not apply to the Company due to this Agreement being Unilateral. The Contractor/Member agrees, while the Agreement is in effect and during a period of two (2) years from its termination:
- Contractor/Member agrees to pay Company a sum of $5,000.00 per Diversion Incident per affiliate, customer, member, contractor, vendor, or supplier; unless otherwise agreed to in writing by the Company.
- A Diversion Incident is described as any entity (individual or business) that the Contractor/Member diverts from the Company. This includes any of the Company’s affiliates, customers, contractors, vendors, or suppliers of the Company and/or the Company’s affiliates’ business to any other person, entity or competitor, or induce or attempt to induce, directly or indirectly, any person to terminate his or her contract, membership, or affiliation with the Company.
- EXAMPLES OF OPEN COMPETITION. The Contractor/Member agrees the following instances will be deemed initiation and/or invoking of the Open Competition Option by Contractor/Member and Contractor/Member shall be subject to the exchange of consideration as outlined in Section: Open Competition above:
- Solicits, paid or unpaid, services including, but not limited to: coaching, private training, modified charts, spreadsheets, databases, or trading methodologies.
- Rebroadcasts, shares, or redistributes Live Trading Sessions;
- Records or takes photos of any sessions, or portion of a session;
- Shares information discussed in the group with anyone outside the immediate group.
- Creates: a meeting, sponsors an event, or organizes outside of Company’s provided or approved platform with other active members in the group, whether via electronic means or in person;
- Advertises, proposes, or sells other products or services to members in the group.
- Shares or disseminates member names and or contact information, in any form, amongst members or non-members without express written Company approval.
- Contractor/Member shares the names, phone numbers, email addresses and other personal data they have acquired or been exposed to while working with the Company or as a Member in the group.
- Contractor/Member resells any sales leads or Company member data.
- Contractor/Member pursues business relationships with the Company’s established vendors of financial related products and services.
21. FINAL TERMS OF AGREEMENT
- ADEQUATE CONSIDERATION. The Contractor agrees adequate consideration has been met by the Company through their agreement to perfect a contract with the Contractor and/or continue to retain Contractor for future services Contractor may perform for the Company. The Member agrees adequate consideration has been met by the Company by the Company’s acceptance of the Member into their group.
- TIME PERIOD. The bounded Contractor’s/Member’s duty to hold the Confidential and Proprietary Information in confidence shall remain in effect until such information no longer qualifies as a trade secret or written notice is given releasing such Party from this Agreement.
- Sections NON-SOLICITATION and/or OPEN COMPETE OPTION time periods will expire as outlined in their respective sections above.
- INTEGRATION. This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings.
- SEVERABILITY. If a court finds that any provision of this Agreement is invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the Parties.
- ENFORCEMENT. The Parties acknowledge and agree that due to the unique and sensitive nature of the Confidential and Proprietary Information, any breach of this Agreement would cause irreparable harm for which damages and/or equitable relief may be sought. The harmed Party in this Agreement shall be entitled to all remedies available at law.
- GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona. Contractor agrees in the event of a breach, or if there is a misunderstanding regarding the content of this agreement, the parties will settle any unresolved differences through the Judicial Branch of Arizona via arbitration. Any and all legal fees to be paid by the breaching party. However, the Company may have the option of court proceeding outside of arbitration if the Company deems the violation is serious enough to warrant such actions.