The following terms and conditions (the “Terms”) govern all use of the stocktwits.com website and any other website operated by StockTwits, Inc. or its affiliates, including moneybadger.stocktwits.com, (each a “Site,” and collectively, the “Sites”), any related StockTwits mobile device application (the “Apps”), and any products and services available at the Sites or Apps (collectively with the Sites and the Apps, the “Service”). In these Terms, “you” or “your” means the person accepting these Terms and the company (if any) on whose behalf he/she is acting, and “we,” “us,” “our,” “StockTwits,” or the “Company” means StockTwits, Inc. and its affiliates. The Terms describe your rights and responsibilities and form a legally binding agreement between StockTwits and you with respect to your use of the Service. By using or accessing any part of the Service, you agree that you are at least eighteen (18) years old and have read, understand, and agree to be bound by all of these terms and conditions. If you do not agree to all of these terms and conditions, you must not use or access the Service. If you are entering into these Terms on behalf of a company, you represent that you have the authority to bind that company to the terms of these Terms. We reserve the right, in our sole discretion, to modify or replace any of the terms or conditions of these Terms at any time. Your continued use of the Service following the posting of any changes to these Terms constitutes your acceptance of those changes and you are responsible for reviewing those terms. Some products or services that become available on the Service may be subject to additional or different terms and conditions, and if those additional terms and conditions conflict with these Terms, those additional terms and conditions will control.
Registration Data and Account Security
As a condition to using some parts of the Service, you may be required to register an account with StockTwits, select a password and user name and provide other information about your identity, your company or your investments (“Registration Data”). You agree to (a) provide accurate, current and complete Registration Data; (b) maintain the security of your password and user name; (c) maintain and promptly update the Registration Data, and any other information you provide to the Company, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account. Except as expressly provided in these Terms, you may only maintain one active account with the Services.
You agree and understand that you are responsible for maintaining the confidentiality of your Registration Data. By providing us with your e-mail address, you agree to receive all required notices electronically, including through the Services (such as by displaying links to notices generally on the Site) or to your e-mail address. It is your responsibility to update or change that e-mail address, as appropriate. If you become aware of any unauthorized use of your Registration Data or Account Information for the Services, you agree to notify us immediately at the email address - email@example.com.
Access to the Service
Subject to your compliance with these Terms, StockTwits grants you a limited, revocable, nonexclusive license to access and use the Service and the Content for your own personal internal use. This license does not include any collection, aggregation, copying, duplication, scraping, display or derivative use of the Service nor any use of data mining, crawlers, robots, spiders, or similar data gathering and extraction tools for any purpose unless expressly permitted by StockTwits in writing. A limited exception is provided to general purpose internet search engines and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to the Service. In order to collect, aggregate, copy, duplicate, scrape, display or make derivative use of the Service or any Content made available via the Service for other purposes (including commercial purposes) not stated herein, you must first obtain a written license from StockTwits.
You agree to insure that any information disseminated pursuant to the Service, whether such dissemination is made (a) by you or on your behalf by a person authorized to disseminate information on your behalf or (b) otherwise, in any case, complies with all statutes, rules, regulations, orders or other governmental acts of any jurisdiction, whether foreign or domestic, including without limitation, (i) the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder, (ii) the Securities and Exchange Act of 1934, as amended, including Rule 10b-5 and the other rules and regulations promulgated thereunder, (iii) Regulation FD promulgated by the Securities and Exchange Commission, (iv) regulations promulgated by FINRA, and (v) any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ.
Paid Products or Services
As part of your use of the Service, StockTwits may choose to offer you some paid products or services (such as on a subscription or as-used basis, or items for sale on the StockTwits shop at http://shop.stocktwits.com), including premium blogs, premium streams and Investor Relations features ("Paid Products or Services"). If you choose to purchase any Paid Products or Services you are responsible for paying the applicable prices for each Paid Products or Service.
The prices for these Paid Products or Services may be found on http://shop.stocktwits.com (the “Shop”) or the sign up page for the specific Paid Products or Service.
Some Paid Products or Services may provide a free trial or introductory offer. If such an offer is provided, only one per user, per person, per household and per email address is allowed at any given point in time. In addition, there is a limit of one trial per user, per person, per household and per email address in any given one year period unless otherwise stated in the offer.
For more information about StockTwits' additional policies regarding item purchases from the Shop (including StockTwits’ return and exchange policy), please reference our Shop FAQ located at http://shop.stocktwits.com/pages/faq.
Our purchase and checkout process from the Shop is powered by our third party payment processors (e.g., Shopify using both Stripe and PayPal).
For any Paid Products or Services available on a subscription basis, we may offer you an option to be billed by the Month, Quarter, or Year (each, a “Subscription Period”) depending on the options available for each Paid Products or Service. Fees for each Subscription Period will be pre-paid at the start of the Subscription Period, charged to the credit card you provide prior to the start of such Subscription Period. Any change to the fees for subscription based Paid Products or Service will be effective as of the commencement of the Subscription Period immediately following such change. Except as provided in these Terms, all fees pre-paid by you are non-refundable. If you wish to cancel your subscription, you may do so by selecting the cancel option for that Paid Products or Service, if available, within your account dashboard or by contacting us – see help.stocktwits.com for contact information. Once we process your cancellation request you will not be charged for future Subscription Periods, your access to the specific Paid Products or Service will continue until the end of your current Subscription Period.
You are responsible for all taxes, duties, and other governmental assessments associated with your activity in connection with the Service, whether or not you choose to purchase a Paid Products or Service from StockTwits.
StockTwits reserves the right to cancel your subscription for Paid Products or Services at any time for any reason or no reason. If we cancel your subscription for any reason other than your failure to pay or breach of these Terms (or any other terms you have agreed to with StockTwits) you will receive a partial refund of the fees you pre-paid, if any. Your refund will consist of all pre-paid fees for each complete month remaining in your Subscription Period.
You understand that all postings, messages, text, images, video or other materials ("Content") posted or published on, uploaded to, transmitted through, or linked from, the Service (hereinafter, “post”, “posted” or “published”), whether by StockTwits, users of the Service (“Users”) or Creators (as defined below), are the sole responsibility of the person or entity from whom such Content originated.
You agree that by using the Service, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. StockTwits, its affiliates and partners are not responsible for the conduct, whether online or offline, of any User or Creator. You agree that you bear all risks associated with, the use or posting of any Content, that you may not rely on said Content, and that under no circumstances will StockTwits, its affiliates, or partners be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted or otherwise made available via the Service. You may not republish, post, transmit or distribute the Content to online bulletin and message boards, blogs, chat rooms, intranets or anywhere else without our consent.
The Services are also a platform for third parties to publish their own investment blogs and products ("Products"). The creators of the Products ("Creators") may hold long or short positions in or derivatives of companies named in the Products and are free to buy or sell those positions at will. The Creators may take positions inconsistent with the views expressed in their Products or Content. Products available on the StockTwits platform contain the Creators’ own opinions (and not those of the Company), and none of the information contained therein constitutes a recommendation that any particular security, portfolio of securities, transaction, or investment strategy is suitable for any specific person. You further understand that the Creators will not advise you personally concerning the nature, potential, value or suitability of any particular security, portfolio of securities, transaction, investment strategy or other matter.
User Content Posted on the Service
You are solely responsible for the Content that you post on or through the Service, or otherwise transmit to or share with other Users (collectively, the "User Content"). You shall not (and shall not permit any third party to) create, upload, download, post, submit or otherwise distribute or facilitate distribution of any User Content on or through the Service, that:
- you did not create or have permission to post;
- infringes any patent, trademark, trade secret, copyright, moral right, right of publicity, right of privacy, or other right of any other person or entity or violates these Terms or any law or contractual duty (see our Notice of Infringement - DMCA policy below); you know is false, misleading, untruthful or inaccurate;
- defames, libels, ridicules, mocks, disparages, threatens, harass, intimidates or abuses anyone;
- attempts to impersonate any other party;
- uses tools which anonymize your internet protocol address (e.g. anonymous proxy) to access the Service;
- constitutes unauthorized or unsolicited advertising, junk or bulk email; or
- includes anyone’s identification documents or sensitive financial information.
You acknowledge that StockTwits does not pre-screen, endorse or approve User Content, but that StockTwits shall have the right (but not the obligation) in its sole discretion to refuse, delete or remove any User Content that is available via the Service, including in connection with violations of the letter or spirit of the Terms or for any other reason. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Service or otherwise provide to the Company.
When you post User Content to the Service, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Service. By posting User Content to any part of the Service, you automatically grant, and you represent and warrant that you have the right to grant, to StockTwits an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content, and your name, voice, and/or likeness as contained in your Content, for any purpose, commercial, advertising, or otherwise, on or in connection with the Service or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. StockTwits does not assert any ownership over your User Content; rather, as between us and you, subject to the rights granted to us in these Terms, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content. You also hereby grant each user of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under these Terms.
WE ALSO RESERVE THE RIGHT, AT ALL TIMES AND IN OUR SOLE DISCRETION, TO DISCLOSE ANY USER CONTENT AND OTHER RELATED INFORMATION FOR ANY REASON, including without limitation (a) to satisfy any applicable law, regulation, legal process or governmental request; (b) to enforce the terms of the Agreements; (c) to protect StockTwits’ legal rights and remedies; (d) if we, in our reasonable discretion, believe that someone’s health or safety may be threatened; or (e) to report a crime or other offensive behavior.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service ("Feedback"), provided by you to the Company are non-confidential and shall become the sole property of the Company. The Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
We respect the intellectual property rights of others and we prohibit Users from posting or otherwise transmitting on the Service any materials that violate another party's intellectual property rights. If you believe that your work has been reproduced in the Service in a manner that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, you may submit a notification to StockTwits copyright agent in accordance with the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:
- identification of the copyrighted work that is claimed to be infringed;
- identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;
- information for our copyright agent to contact you, such as an address, telephone number, and, if available, e-mail address;
- a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owner, its agent or the law;
- a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
- a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.
If you are asserting infringement of an intellectual property right other than copyright, please specify the intellectual property right at issue (for example, “trademark”) by noting this in your written notice. You acknowledge that if you fail to comply with all of the requirements for a notice of infringement as specified above, your DMCA notice may not be valid.
Notices of copyright infringement claims should be sent by mail to: StockTwits, Attn: Copyright Agent, 27 W. 24th St, Suite 10A, New York, NY 10010; (866) 441-6804 or by email to firstname.lastname@example.org. StockTwits will respond expeditiously to claims of copyright infringement using the Service that are reported to StockTwits copyright agent in the manner of notification explained above. It is StockTwits’ policy, in appropriate circumstances and at its discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or other intellectual property rights of others.
Further information on the DMCA can be found in 17 U.S.C. 512 or on the United States Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf.
Third Party Services, Other Websites and Content
The Company may provide links or access to other websites, apps, products or services provided by third-party service providers (“Third-Party Services”) when you visit the Site or use the Service.
Third-Party Services are not reviewed, controlled, examined, sponsored, or endorsed by StockTwits and StockTwits is not responsible for the information, advertising, products, resources or other material of any Third-Party Services or any link contained in Third-Party Services. The inclusion of any Third-Party Services not imply endorsement of the owner/sponsor of the Third-Party Services or its content by StockTwits. Your use of any such Third-Party Services is at your own risk.
StockTwits makes no representations or warranties with respect to Third-Party Services and will not be liable for such Third-Party Services, even when used in conjunction with the Service. StockTwits does not endorse or sponsor any products or services provided by third parties that are made available through the Service.
The Dow Jones Industrial Averages are proprietary to and are calculated, distributed and marketed by Dow Jones Indexes, the marketing name and a licensed trademark of CME Group Index Services LLC and have been licensed for use. “Dow Jones®”, “Dow Jones Indexes” and Dow Jones Industrial Average” are service marks of Dow Jones Trademark Holdings, LLC. “CME” is a trademark of Chicago Mercantile Exchange Inc. All content of the Dow Jones Industrial Average © CME Group Index Services LLC 2012. Use of the Down Jones Indexes are subject to the following terms: http://www.djindexes.com/mdsidx/html/tandc/indexestandcs.html
As part of the Service, we may include advertisements provided by StockTwits and/or a third party, which may be targeted to the Content or information on the Service, queries made through the Service, or other information. The types and extent of advertising on the Service are subject to change. In consideration for StockTwits granting you access to and use of the Service, you agree that StockTwits and its third party providers and partners may place such advertising on the Service or in connection with the display of Content or information from the Service whether submitted by you or others. Third party advertisers and sponsors are responsible for ensuring that material submitted for inclusion in advertisements on the Service is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in the advertiser’s or sponsor’s materials.
Account Information from Third Party Sites
For instance, when you use the Robinhood or TradeIt features of the Service, you will be directly connected to, and you will be connecting your brokerage accounts to, the Robinhood or TradeIt websites and/or application program interfaces through the Service. StockTwits will submit information including usernames and passwords that you provide to log into the Robinhood or TradeIt website or service (or any similar Third-Party Services) to access your Account Information, and StockTwits will store information relating to, among other things, your portfolio holdings, watch lists and transaction history to, among other things, facilitate your use of the Service.
You hereby authorize and permit StockTwits to use and store information submitted by you to accomplish the foregoing and to configure the Service so that it is compatible with the third party sites for which you submit your information. For purposes of this Agreement and solely to provide the Account Information to you as part of the Service, you grant us a limited power of attorney, and appoint us as your attorney-in-fact and agent, to access third party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person.
YOU ACKNOWLEDGE AND AGREE THAT WHEN STOCKTWITS IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, STOCKTWITS IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY THAT OPERATES THE THIRD PARTY SITE.
StockTwits does not review the Account Information for accuracy, legality or non-infringement, and is not responsible for the Account Information or products and services offered by or on third-party sites. StockTwits is not responsible for any processing errors or fees or other Service-related issues, including those issues that may arise from inaccurate account information. With respect to the use of third-party products in conjunction with the Service, StockTwits cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. StockTwits does not assume any liability for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. For example, when displayed through the Services, Account Information is only as fresh as the time shown, which reflects when the information is obtained from such sites. Such information may be more up-to-date when obtained directly from the relevant sites. You agree to indemnify StockTwits for any losses, costs, expenses or damages incurred by StockTwits due to your use of third-party products or services, including any violation of a third party’s Terms of Service or other agreement relating to such products or services.
Data and Intellectual Property Ownership
StockTwits takes its data and intellectual property rights very seriously. As between StockTwits and you, StockTwits owns, has licensed, or otherwise has rights, title and interest in and to the Service and all of the content that appears on the Service (except that User Content shall remain owned by the user who posted such User Content). StockTwits’ intellectual property rights include, but are not limited to, copyrights, trademark rights, trade dress rights, and trade secrets. You agree that you have no right, title or interest in or to the Service or any other StockTwits content.
All software (including source code), logos, icons, the Service’s “look and feel,” text, graphics, images, video clips, sound clips, content, notices, data, page layout, and selection and arrangement of the content and all copyrights, patents, trade secrets, trademarks and other intellectual property rights therein shall be owned solely and exclusively by StockTwits and/or its licensors and are protected by United States and international copyright, trade secret or other intellectual property laws and treaties. The compilation of all content and any software or other materials provided by StockTwits on the Service, or in connection with the Service are the exclusive property of StockTwits and/or its licensors and are protected by United States and international copyright, trade secret or other intellectual property laws and treaties. StockTwits and its licensors reserve all rights in connection with the Service and its content (other than User Content), including, without limitation, the exclusive right to create derivative works therefrom.
Stocktwits® is a registered trademark of Stocktwits, Inc.
You hereby consent that, if you choose to become a paying customer of StockTwits, StockTwits may identify you as a StockTwits customer (using your name and logo) and generally describe the products or services it provides to you in its promotional materials, presentations and proposals to other current and prospective customers.
Restrictions on Content and Use of Service
In addition, you agree not to use the Service to:
- in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Service;
- impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
- post or otherwise make publicly available on the Service any private information of any third party, including addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
- post or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- post or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
- violate any applicable law or regulation while accessing and using the Service, including, without limitation, the rules and regulations of the U.S. Securities and Exchange Commission and the national or other securities exchanges (especially and including the rule against making false or misleading statements to manipulate the price of any security);
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted by you; or
- post or otherwise make available any information that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
StockTwits has a set of House Rules that further govern the conduct of all Users. Clickhereto view the StockTwits House Rules. Please read the House Rules carefully before using the Service. The House Rules are incorporated herein by reference.
STOCKTWITS IS NOT A TAX ADVISOR, BROKER, FINANCIAL ADVISOR OR INVESTMENT ADVISOR. THE SERVICE IS NOT INTENDED TO PROVIDE TAX, LEGAL, FINANCIAL OR INVESTMENT ADVICE, AND NOTHING ON THE SERVICE SHOULD BE CONSTRUED AS AN OFFER TO SELL, A SOLICITATION OF AN OFFER TO BUY, OR A RECOMMENDATION FOR ANY SECURITY. Trading in such securities can result in immediate and substantial losses of the capital invested. You should only invest risk capital, and not capital required for other purposes. You alone are solely responsible for determining whether any investment, security or strategy, or any other product or service, is appropriate or suitable for you based on your investment objectives and personal and financial situation. You should also consult an attorney or tax professional regarding your specific legal or tax situation.
The Content is to be used for informational and entertainment purposes only and the Service does not provide investment advice for any individual. StockTwits, its affiliates and partners specifically disclaim any and all liability or loss arising out of any action taken in reliance on Content, including but not limited to market value or other loss on the sale or purchase of any company, property, product, service, security, instrument, or any other matter.
You understand that an investment in any security is subject to a number of risks, and that discussions of any security published on the Service will not contain a list or description of relevant risk factors. In addition, please note that some of the stocks about which Content is published on the Service have a low market capitalization and/or insufficient public float. Such stocks are subject to more risk than stocks of larger companies, including greater volatility, lower liquidity and less publicly available information.
The Service may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User Content. The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, or software on account of technical problems or traffic congestion on the Internet or at any site or with respect to the Service or combination thereof, including injury or damage to User's or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading Content in connection with the Web and/or in connection with the Service. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone's use of the Service or any posted on or through the Service or transmitted to or by Users, or any interactions between Users, whether online or offline.
The Service may provide information from or links to certain brokerage companies for your convenience only. StockTwits is not a registered broker-dealer and does not endorse or recommend the services of any brokerage company. The brokerage company you select (and not StockTwits) is solely responsible for its services to you. STOCKTWITS, ITS AFFILIATES, AND PARTNERS SHALL NOT BE LIABLE FOR ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES OF ANY BROKERAGE COMPANY.
THE SERVICE AND THE CONTENT ARE PROVIDED "AS-IS" AND THE COMPANY, ITS PARTNERS AND AFFILIATES, DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SERVICE OR ELSEWHERE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SERVICE OR ANY OF THE SERVERS USED TO OPERATE THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, DATA OR OTHER MATERIAL FROM OR THROUGH THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.
FOR THE AVOIDANCE OF DOUBT, THE COMPANY DOES NOT DISCLAIM WARRANTIES FOR INTENTIONAL BREACH OF DUTY. THE WARRANTY DISCLAIMER DOES NOT AFFECT THE LIMITATION OF LIABILITY AS SET OUT BELOW.
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, THE FORGOING DISCLAIMER MAY, IN WHOLE OR IN PART, NOT APPLY TO YOU.
WE DO NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM OUR NETWORK AND OTHER PORTIONS OF THE INTERNET, WIRELESS NETWORKS, OR OTHER THIRD-PARTY NETWORKS. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF THE INTERNET AND WIRELESS SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES MAY IMPAIR OR DISRUPT YOUR CONNECTIONS TO THE INTERNET, WIRELESS SERVICES, OR PORTIONS THEREOF. WE CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, WE DISCLAIM ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO THIRD-PARTY ACTIONS OR INACTIONS THAT IMPAIR OR DISRUPT YOUR CONNECTIONS TO THE INTERNET, WIRELESS SERVICES, OR PORTIONS THEREOF OR THE USE OF THE SERVICE.
The Company reserves the right to change any and all Content, software and other items used or contained in the Service at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, and supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by the Company.
Limitation on Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE LIABILITY OF THE COMPANY AND ITS AFFILIATES, PARTNERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR THE SERVICE IN THE IMMEDIATELY PRECEDING SIX MONTHS. IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, PARTNERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICE, OR ANY OF THE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SERVICE, EVEN IF THE COMPANY OR ITS AFFILIATES, PARTNERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO THE COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM THE COMPANY, REGARDLESS OF THE CAUSE OF ACTION. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
The Company may terminate your account, delete your profile and any User Content that you have posted on the Service and/or prohibit you from using or accessing the Service for any reason, or no reason, at any time in its sole discretion, with or without notice, including if it believes that you are under 18.
Arbitration, Class Action Waiver and Governing Law
This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding) (“Arbitration Agreement”). Please read it carefully. You may opt out of the Arbitration Agreement by following the opt out procedure described below.
Informal Process First. You agree that in the event of any dispute between you and StockTwits, you will first contact StockTwits and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.
Arbitration Agreement. After the informal dispute resolution process any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of StockTwits’ services and/or products, including the Service, or relating in any way to the communications between you and StockTwits or any other user of the Service, will be finally resolved by binding arbitration. This mandatory Arbitration Agreement applies equally to you and StockTwits. However, this Arbitration Agreement does not (a) govern any Claim by StockTwits for infringement of its intellectual property or access to the Service that is unauthorized or exceeds authorization granted in these Terms or (b) bar you from making use of applicable small claims court procedures in appropriate cases. If you are an individual you may opt out of this Arbitration Agreement within thirty (30) days of the first of the date you access or use this Service by following the procedure described below.
Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the dispute is resolve by a neutral arbitrator. Court review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and StockTwits are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive any termination of these Terms.
Any arbitration will be administered by the American Arbitration Association (AAA) under its rules including, if you are an individual, the AAA's Supplementary Procedures for Consumer-Related Disputes. If you are not an individual or have used the Service on behalf of an entity, the AAA's Supplementary Procedures for Consumer-Related Disputes will not be used. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879.
The number of arbitrators will be one. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. California law will apply. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. If you are an individual and have not accessed or used the Service on behalf of an entity, we will reimburse those fees for claims totaling less than $10,000, unless the arbitrator determines the claims are frivolous, and we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. However, the preceding sentence will not apply to the “Class Action Waiver” section below.
If you do not want to arbitrate disputes with StockTwits and you are an individual, you may opt out of this Arbitration Agreement by sending an email to email@example.com within thirty (30) days of the first of the date you access or use the Service.
Class Action Waiver
Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration.
If this class action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If for any reason a claim proceeds in court rather than in arbitration, you and StockTwits each waive any right to a jury trial.
These Terms shall be governed by the laws of the New York without regard to its conflict of laws provisions, provided that the Federal Arbitration Act shall govern the interpretation and enforcement of the Arbitration Agreement. Unless you and StockTwits agree otherwise, in the event that the Arbitration Agreement is found not to apply to you or a particular Claim (except for small claims court actions), either as a result of your decision to opt out of the Arbitration Agreement or as a result of a decision by the arbitrator or a court order, you agree that the Claim will be resolved exclusively by a state or federal court located in [New York City, New York]. You and StockTwits agree to submit to the personal jurisdiction of the courts located within [New York City, New York] for the purposes of litigating such Claims. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Your use of the Service may also be subject to other local, state, national, or international laws.
To the fullest extent permitted by law, you agree to indemnify and hold the Company, its subsidiaries and affiliates, and each of their members, managers, directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with your use of the Service, your use of any Third-Party Services that are made available by the Service, any Content you post or Content you share on or through the Service or otherwise, your conduct in connection with the Service or with other Users, or any violation of these Terms or of any law, rule, regulation or order, or the rights of any third party. This indemnity shall survive any termination or cessation of use by you of the Service. Without limiting the generality of the foregoing, you agree to indemnify and hold the Company and its licensors harmless for any improper or illegal use of your account, including the illegal or improper use of your account by someone to whom you have given permission to use your account. Equitable Remedies
You hereby agree that the Company would be irreparably damaged if these Terms were not specifically enforced, and therefore you agree that the Company shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of these Terms, in addition to such other remedies as the Company may otherwise have available to it under applicable laws.
Apple App Use
Mobile Software from Google Play Store
If you acquire the App from Google, Inc. or one of its affiliates (“Google”) via Google Play or its successor(s), then to the extent of any conflict between the Google Terms of Service and the Google Play Business and Program Policies or such other terms which Google designates as default end user license terms for Google Play (all of which together are referred to as the “Google Play Terms), and the other terms and conditions in these Terms, the Google Play Terms shall apply with respect to your use of any App that you acquire from Google Play. Provider and you hereby acknowledge that Google does not have any responsibility or liability related to compliance or non-compliance by Provider or you (or any other user) under these Terms or the Google Play Terms.
These Terms constitute the entire agreement between you and the Company regarding the use of the Service, superseding any prior agreements between you and the Company relating to your use of the Service. The failure of the Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms is held invalid, the remainder of these Terms shall continue in full force and effect. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
These Services are operated and provided by StockTwits, Inc., 27 W. 24th St, Suite 10A, New York, NY 10010. If you have any questions about these Terms, please contact us at firstname.lastname@example.org.
Effective: November 2, 2016