By using any of our Services (even just browsing one of our websites), you’re agreeing to the following Terms and Conditions. If you don’t agree with the Terms, you may not use our Services.
These Terms and Conditions of Service and Use of stocknavigators.com (the “Terms and Conditions“) are hereby made effective as of June 14, 2018 and last updated July 4, 2021 by Stock Navigators, Inc., a Delaware corporation with principal offices at 323 Piercy Road, San Jose, CA 95138 (collectively, “we” or “us” or “our“ or “Stock Navigators”), and, without waiving or otherwise releasing any right or obligation under any prior terms and conditions of the use of stocknavigators.com, hereby amend and restate any such prior terms and conditions.
- stocknavigators.com, and all related content, materialsand services (collectively with the Site, the “Online Courses”) is an online resource related to the trading of securities that provides its customers and members with interactive chat rooms, trading, investment and research tools and simulators, and educational classes, materials and resources for use by customers and members in connection with their trading activities. “Securities” as used herein and for the purposes of these Terms and Conditions, shall include but not be limited to, money, securities, commodities and other investments of every kind and nature and all contracts and options relating thereto, whether for present or future delivery.
- In consideration of each member or customer’s (each, a “customer” or “you“) access to and use of the Site, we require every members and customer to act with integrity, to our rules for the Site, and to abide by these Terms and Conditions and each other rule, regulation or other policy of Stock Navigators.
If you are unwilling to be bound by these Terms and Conditions, you will not click “I AGREE” and/or use or access the. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT CLICKING “I AGREE” IS THE LEGAL EQUIVALENT OF YOU MANUALLY SIGNING THESE TERMS AND CONDITIONS, AND THAT YOU WILL BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS.
I. General Terms
By clicking “I AGREE” and/or using or accessing the Site, you thereby agree, (a) that you have received, read and understood these Terms and Conditions, and that these Terms and Conditions create a valid and binding agreement, enforceable against you in accordance with the terms hereof, (b) to be bound by these Terms and Conditions, any terms, conditions or other rules, regulations or policies of Stock Navigators, as each may be amended or supplemented from time to time in our sole discretion without notice, and (c) that your use of the Site shall comply with all applicable federal, state and local laws, rules or regulations, and that you are solely responsible for your compliance with, familiarity with and understanding of any such laws, rules or regulations applicable to your use of the Site.If you do not agree with any portion of these Terms and Conditions, you are prohibited from using or accessing the Site.
Additionally, and without limiting the foregoing, by using or accessing the Site, you represent and warrant to us that you: (a) are thirteen (13) years of age or older, (b) are not currently restricted from using the Site, or not otherwise prohibited from having an account with us, (c) are not a competitor of Stock Navigators, or engaged in any business or activity, directly or indirectly, that could be competitive with the business or activities of Stock Navigators, and are not using the Site for any reason that may be in competition with the Site or any other product or service offered by Stock Navigators, (d) have full power and authority to enter into and perform these Terms and Conditions, and doing so will not violate any other agreement to which you are a party, (e) will not violate any rights of Stock Navigators, including, without limitation, intellectual property rights such as patent, copyright or trademark rights, and (f) agree to provide, operate and maintain, at your sole risk, cost and expense, all equipment, software, and internet access necessary to use the Site.
By posting or submitting any material (including, without limitation, comments, blog entries, Facebook postings, photos and videos) to us via the Site, internet groups, social media venues, or to any of our staff via email, text or otherwise, you are representing: (i) that you are the owner of the material, or are making your posting or submission with the express consent of the owner of the material; and (ii) that you are thirteen years of age or older. In addition, when you submit, email, text or deliver or post any material, you are granting us, and anyone authorized by us, a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display such material, in whole or in part, in any manner or medium, now known or hereafter developed, for any purpose. The foregoing grant shall include the right to exploit any proprietary rights in such posting or submission, including, but not limited to, rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. Also, in connection with the exercise of such rights, you grant us, and anyone authorized by us, the right to identify you as the author of any of your postings or submissions by name, email address or screen name, as we deem appropriate.
You acknowledge and agree that any contributions originally created by you for us shall be deemed a “work made for hire” when the work performed is within the scope of the definition of a work made for hire in Section 101 of the United States Copyright Law, as amended. As such, the copyrights in those works shall belong to stocknavigators.com from their creation. Thus, stocknavigators.com shall be deemed the author and exclusive owner thereof and shall have the right to exploit any or all of the results and proceeds in any and all media, now known or hereafter devised, throughout the universe, in perpetuity, in all languages, as stocknavigators.com determines. In the event that any of the results and proceeds of your submissions hereunder are not deemed a “work made for hire” under Section 101 of the Copyright Act, as amended, you hereby, without additional compensation, irrevocably assign, convey and transfer to stocknavigators.com all proprietary rights, including without limitation, all copyrights and trademarks throughout the universe, in perpetuity in every medium, whether now known or hereafter devised, to such material and any and all right, title and interest in and to all such proprietary rights in every medium, whether now known or hereafter devised, throughout the universe, in perpetuity. Any posted material which are reproductions of prior works by you shall be co-owned by us.
You acknowledge that stocknavigators.com has the right but not the obligation to use and display any postings or contributions of any kind and that stocknavigators.com may elect to cease the use and display of any such materials (or any portion thereof), at any time for any reason whatsoever.
Limitations on Linking and Framing. You may establish a hypertext link to the Site so long as the link does not state or imply any sponsorship of your site by us or by the Site. However, you may not, without our prior written permission, frame or inline link any of the content of the Site, or incorporate into another website or other service any of our material, content or intellectual property.
Without limiting the generality of the foregoing or any other provision hereof, you acknowledge and agree, as follows:
- We are not a service intended for people to copy our trading. We do not make trades designed for you to follow. You should never expect to copy our specific trades.
- That the content, materials, services and other intellectual property contained or embodied in the Site are owned by Stock Navigators and are protected by patent, copyright, trademark and other similar laws;
- Not to promote, offer for sale or sell any product or service, including, without limitation, any financial or investment product, security or service, or any contest or promotion;
- Not to transmit, send or otherwise post unauthorized commercial communications (such as spam), or other similar materials or advertisements, using the Site;
- Not to access the Site using any automated means, including, without limitation, harvesting bots, robots, trojan horses, spiders, or scrapers;
- Not to engage in multi-level marketing using the Site, including, without limitation, pyramid schemes and similar marketing concepts;
- Not to upload, use or disseminate viruses or other malicious code or other abusive scripts or processes;
- Not to solicit login, account or other personal information of another person or request or obtain access to an account of another person;
- Not to bully, intimidate, or harass any person;
- Not to post content that is hateful, threatening, or pornographic, incites violence, or contains nudity, graphic material, gratuitous violence or anything else found to be objectionable by Stock Navigators in its sole discretion;
- Not to use the Site in any manner that is, or could reasonably be construed to be, unlawful, including, without limitation, in violation of any law, rule or regulation related to securities or investments, or any rules or regulations promulgated by the U.S. Securities and Exchange Commission, and/or rules of any national or other securities exchange and any regulations or other pronouncements having the force of law;
- Not to use the Site in any manner that is, or could reasonably be construed to be, in violation of these Terms and Conditions, fraudulent, misleading, malicious or discriminatory;
- Not to take any action that could disable, overburden, or impair the operation or availability of the Site, such as a denial of service attack;
- Not to engage in manipulative practices designed to obfuscate the true intent of your submissions to the Site, or to artificially generate traffic to another website;
- Not to facilitate or encourage any violations of these Terms and Conditions;
- Not to post or make any defamatory, disparaging or false statements, claims or allegations related to the Site, Stock Navigators, or any other product or service of Stock Navigators;
- Not to make your account or any portion thereof or the services provided thereby available to the general public or any portion thereof;
- Not to issue chargeback disputes against Stock Navigators.
- Not to use patented, copyrighted, trademarked or other protected intellectual property without the written consent and authorization of the owner of such property;
- Not to copy, distribute or disseminate the Site or any portion thereof, and not to transfer the Site, or any portion thereof, to another person or “mirror” the Site, or any portion thereof, on any other server;
- Not to decompile or reverse engineer, or attempt to decompile or reverse engineer, the Site or any portion thereof; and
- Not to take any other action that could result in any damage or disruption to the Site, or that could otherwise result in any liability, damages, costs or expenses on the part of Stock Navigators.
- Not to share personal information with members, or request personal information from members.
All content, materials and services related to the Site shall be solely used for, and you hereby agree to solely use it for, your own personal use in connection with your trading activities, and for no other use.
Violating any of the aforementioned will result in immediate removal from Stock Navigators and forfeits your right to request a refund.
II. Ownership; Limited License
Stock Navigators reserves all rights not expressly granted in these Terms and Conditions, including, without limitation, title, ownership, intellectual property rights, and all other right, title and interest in and to the Site, the products and services of Stock Navigators, and all related content, materials, services, and other documents, information or items, including any copies or derivative works thereof. You acknowledge and agree that the Site, the products and services of Stock Navigators, and all related content, materials, services, and other documents, information or items, including any copies or derivative works thereof, is owned by Stock Navigators, and is protected by copyright, trademark and other intellectual property laws.
All content or other material available on the Site or through the Online Courses, including but not limited to on-line lectures, speeches, video lessons, quizzes, presentation materials, homework assignments, programming assignments, programs, code, and other images, text, layouts, arrangements, displays, illustrations, documents, materials, audio and video clips, HTML and files (collectively, the “Content”), are the property of Stock Navigators and/or its affiliates or licensors and are protected by copyright, patent and/or other proprietary intellectual property rights under United States and foreign law. Stock Navigators logos, trademarks and service marks which may appear on the Site (“Marks”), are the property of Stock Navigators and are protected under United States and foreign laws. All other trademarks, service marks and logos used on the Services, with or without attribution, are the trademarks, service marks or logos of their respective owners. You further acknowledge and agree that the Site, the products and services of Stock Navigators, and related content, materials, services, and other documents, information or items, including any copies or derivative works thereof, contains certain proprietary data and information of Stock Navigators, that you will not use this data or information for any unlawful or unauthorized purpose, and that you will use reasonable efforts to protect them from illicit distribution or use.
Additionally, you grant Stock Navigators an exclusive, irrevocable, worldwide, perpetual, unlimited, freely assignable and sublicenseable, fully paid up and royalty-free right to use, copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze and commercialize, in any way now known or in the future discovered, any information, content, ideas, concepts, techniques, data or suggestions submitted to the Site for the purpose of improving or modifying the Site, or any content, materials or services, or for the purpose of creating or developing new content, materials, services or product related to, arising from or ancillary or similar to the Site, without any further consent, notice and/or compensation to you or to any third parties.
III. User Communications
You expressly indicate your consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Notices”) that we provide in connection with your User Account and your use of the Services. Notices may, without limitation, email, in-app messages and in-website chat communications. In addition, Notices may be emails with promotional, marketing, and advertising information and recommendations that we believe may be of interest to you. If you do not wish to receive commercial emails, you may unsubscribe following the instructions on any email.
IV. Consent to Utilize Audio, Video and Photography From Live Events
Stock Navigators may host in person events from time to time. These events may be recorded and photographed for marketing and/or the production of educational content. By attending Stock Navigators events, you agree to allow Stock Navigators to utilize audio, video, and photographs that you may appear in.
V. User Accounts and User Registration
While any Visitor can view the Site, in order to use the Site and take part in the Online Courses, you must select a login identification (“User ID”) and a user password (“User Password”) that is unique and entirely different from your User ID (collectively, a “User Account”). You agree that you will never divulge or share access or access information to your User Account with any third party for any reason. If you do not
The Online Courses may provide you with the ability to upload forum posts, chat with other Users, User discussions, profile pages, and other content and media for social interaction, or certain information and materials for use with the Site or Online Courses, e.g., questions, hypotheticals, examples, etc.
VI. Violation; Termination of Account
Stock Navigators reserves the right to investigate violations of any of these Terms and Conditions or any other policies of Stock Navigators or the Site, or any other violations of any state, federal or local law, rule or regulation, and to pursue any remedy available to Stock Navigators whether at law, in equity or
otherwise. You hereby acknowledge and agree that Stock Navigators may notify, involve and cooperate with law enforcement authorities in investigating and prosecuting users who violate these Terms and Conditions or any other policies of Stock Navigators or the Site, and any other violations of any state, federal or local laws, rules or regulations. You further acknowledge and agree that Stock Navigators has no obligation to, and does not, screen or monitor any users, information, materials or other content provided or made available through the Site, but has the right to do so at any time in its sole discretion. You further acknowledge and agree that Stock Navigators may, in its sole discretion, remove or delete any entries, information, materials or other content, and terminate the subscription, membership or account (collectively, your “account”) of any user, that violates these Terms and Conditions or otherwise posts, submits, or disseminates content that Stock Navigators finds, in its sole discretion, to be objectionable.
You acknowledge and agree that Stock Navigators may, in its sole discretion, cancel, suspend or terminate your account if you breach these Terms and Conditions. Stock Navigators may refuse, in its sole discretion, to permit any use of the Site, and may refuse to permit any person to access or use the Site or your account for any reason at any time.
VII. Purchases and Refunds
To cover admin fees associated with setting up and deactivating accounts, we keep 10% of the total cost of the program. Customers are not entitled to a refund if they watch more than the first two weeks of course content, or request after 14 calendar days from their sign up day. Customers who do not fall within our refund policy are responsible for completing their payments for the total cost of the course.
All the action items must be completed within 14 calendar days from date of purchase. The Week 1 Quiz, along with screenshots of the other action items listed below, must be sent to [email protected]. If customers ask after 14 calendar days, they are not entitled to a refund.
Expert Trader Refund Policy (14 Day Action Based):
– Must have watched the first 2 weeks of the program entirely, but nothing more
– Must have opened an account with TradeStation or ThinkOrSwim
– Must have completed Week 1 Quiz
Expert Trader Essentials Refund Policy (14 Day Action Based):
– Must have watched the first 2 weeks of the program entirely, but nothing more
– Must have opened an account with ThinkOrSwim
All Watchlists & Newsletters Refund Policy:
Important: Our watchlist products offer time-sensitive materials based on current market conditions. It would be unfair to our paid members for someone to receive current and profitable trade instructions and then quickly request refunds of their fees. With the internet, it is possible for someone to commit this fraud repeatedly without consequence. As a result, we unfortunately cannot offer ANY refunds for this service. It simply wouldn’t be fair to our most ethical and best customers. Thanks for your understanding.
Active Trader Discord Refund Policy:
We do not offer any sort of refunds (no-proration) for this product since it has time-sensitive material and you get access to valuable real-time information the moment you sign up.
Money Zone Trading Challenge:
If the customer has not watched more than the first 3 modules and requests a refund within the first 3 days of purchasing the product, they will be able to receive a refund on the Money Zone Trading Challenge.
VIII. Modifications to the Site and Pricing
Stock Navigators reserves the right to, and you acknowledge and agree that Stock Navigators may, modify or discontinue the Site and Online Courses (or any part of portion thereof), including without limitation the content, materials and services offered thereby, and the fees, costs and pricing associated therewith, at any time, with or without notice to you. Without limiting the generality of the foregoing, Stock Navigators reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site and Online Courses (or any part or portion thereof) without notice. In the event Stock Navigators discontinues any portion of the Site or Online Courses for which you have any portion of a pre-paid, but unused subscription remaining, Stock Navigators may, in its sole discretion and as your sole and exclusive remedy for such discontinuation, provide you with replacement benefits or compensation of comparable value to the unused portion of your subscription, including, but not limited to, a subscription to a different Stock Navigators’ product. Any new features that augment or enhance the then-current version of the Site and Online Courses, including the release of new tools and resources, shall be subject to these Terms and Conditions and may result, in Stock Navigators’s sole discretion, to a price increase. Stock Navigators shall not be liable to you, or to any third party, for any damages, costs, expenses or other liabilities related to any modification, price change, suspension or discontinuance of the Site and Online Courses.
Without limiting the foregoing, Stock Navigators may use banner notices or similar devices to alert you to certain modifications to the Site or the pricing associated therewith. Alternatively, notice may consist of an email from Stock Navigators or the Site to an email address associated with your account or service, even if we have other contact information. You also agree that Stock Navigators may communicate with you through any available means including email, mobile number, telephone, or delivery services, including the postal service, about your account or service or any products or services associated with the Site. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Site or pricing.
Your account or service may be cancelled, subject to the terms hereof, at any time; provided that, as set forth above, no refunds will be issued if your account or other periodic fee-based service is cancelled prior to the end of the applicable period or term.
When you cancel, you are solely responsible for properly canceling your account or service. Your account or service may be cancelled at any time by requesting such cancellation in writing by email to [email protected], which cancellation request must receive a confirmation of receipt from Stock Navigators and which cancellation will be processed by Stock Navigators in accordance with its timelines and procedures for email cancellations. Cancellation requests by telephone, facsimile or other means of communication cannot, and will not, be accepted, honored or effective. The cancellation of your account or service will immediately result in the deactivation and deletion of your account or service, the denial of access to the Site and the forfeiture and relinquishment of all content and information within or related to your account or service. No data, content or information can be recovered once your account or service is cancelled, and you assume all responsibility for preserving any data, content or information on your account or service prior to its cancellation. Stock Navigators may retain data, content or information from your account after cancellation in backup and/or archival copies of the Site and related databases, but such copies, if any, will not be available to you.
X. General Disclaimer of Warranties
You expressly acknowledge and agree that your use of the Site, the Online Courses and all Content and services available on the Site is at your sole risk and responsibility. THE ONLINE COURSES (INCLUDING ANY CONTENT) ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (WHETHER EXPRESS, IMPLIED, OR STATUTORY), INCLUDING WITHOUT LIMITATION, ANY WARRANTY OR CONDITION (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, SATISFACTORY QUALITY, QUIET ENJOYMENT, ACCURACY, (B) ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN THE INDUSTRY. YOU ASSUME TOTAL RESPONSIBILITY AND THE ENTIRE RISK FOR YOUR USE OF THE ONLINE COURSES AND CONTENT. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT (A) THE SITE, CONTENT, OR THE ONLINE COURSES WILL MEET YOUR MENTS OR EXPECTATIONS OR ACHIEVE THE INTENDED PURPOSES, (B) THE SITE OR THE ONLINE COURSES WILL NOT EXPERIENCE OUTAGES OR OTHERWISE BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THE INFORMATION OR CONTENT OBTAINED THROUGH THE SITE OR THE ONLINE COURSES, SUCH AS CHAT ROOM SERVICES, WILL BE ACCURATE, COMPLETE, CURRENT, ERROR- FREE, COMPLETELY SECURE OR RELIABLE, OR (D) THAT DEFECTS IN OR ON THE SITE OR CONTENT WILL BE CORRECTED. YOU ASSUME ALL RISK OF INJURY, INCLUDING DEATH AND DAMAGE TO PERSONAL PROPERTY OR LOST DATA, SUSTAINED FROM USE OF THE ONLINE COURSES AND CONTENT.
STOCK NAVIGATORS EXPRESSLY DISCLAIMS AND DISCLOSES AS FOLLOWS, AND YOU HEREBY CONFIRM THAT YOU UNDERSTAND, ACKNOWLEDGE AND AGREE AS FOLLOWS, AND EXPRESSLY DISCLAIM, RELEASE AND WAIVE ANY LIABILITY, CLAIM, DAMAGES, LOSS, COST OR EXPENSE, INCONSISTENT WITH, RELATED TO OR ARISING FROM THE FOLLOWING:
A. Your Responsibility
The Site and the other products and services of Stock Navigators provide solely content and information for informational and educational purposes only, and do not constitute “investment advisory services” governed by the Investment Advisers Act of 1940. Stock Navigators, directly or indirectly through the Site or its other products or services, does not engage in the business of advising you (or others) as to the value of securities, the advisability of investing in, purchasing, or selling securities, or the issuance or promulgation of analyses or reports concerning securities. The content and information provided by Stock Navigators, the Site and the other products and services of Stock Navigators, is solely incidental to the business and activities of Stock Navigators in providing educational services.
You remain solely responsible for all decisions regarding your purchase and sale of securities, the suitability, profitability or appropriateness for you of any security, investment, financial product, investment strategy or other matter, and all other matters related to your investments and investment strategies. Stock Navigators does not and will not provide you with any legal, tax, estate planning or accounting advice, or any advice regarding the suitability, profitability or appropriateness for you of any security, investment, financial product, investment strategy or other matter. You understand, acknowledge and agree that Stock Navigators employees are not authorized to give any such advice, you will neither solicit nor rely on any investment advice from any Stock Navigators employee. Stock Navigators recommends that persons desiring to trade or invest in securities do so cautiously and only in consultation with their professional, licensed and qualified financial, legal, tax, estate planning and accounting advisors.
No data, content or information provided by Stock Navigators, the Site or the other products and services of Stock Navigators, is intended, and shall not constitute or be construed as, advice or any recommendation to buy or sell securities, nor any offer, or solicitation of an offer, to buy or sell securities, nor an attempt to influence the purchase or sale of any security. Stock Navigators is not registered as an investment adviser either with the U.S. Securities and Exchange Commission, any other federal or national governmental or regulatory authority, or any state securities governmental or regulatory authority, and the business and activities of Stock Navigators do not require any such registration.
B. Data, Content and Information
1) No data, content or information provided by Stock Navigators, the Site or the other products and services of Stock Navigators, is intended, and shall not constitute or be construed as, advice or any recommendation to buy, sell or hold a particular security or pursue any particular investment strategy.
2) Stock Navigators neither assumes responsibility for, nor guarantees the accuracy, currency, completeness or usefulness of information, commentary, recommendations, advice, investment ideas or other materials that may be accessed by you through the Site or the other products or services of Stock Navigators. This includes, without limitation, any forum, chatroom or other online conference, telecast or posting through Stock Navigators. If you choose to rely on such information, you understand, acknowledge and agree do so solely at your own risk. You understand, acknowledge and agree that the research, analysis, news or other information made available through the Site or the other products or services of Stock Navigators is not investment advice and is in no way tailored to reflect any personal financial circumstances or investment objectives and the securities and investment strategies discussed may not be suitable for you. Any determination to purchase or sell securities or otherwise invest in securities must be made solely by you after your independent investigation and evaluation thereof based on your personal financials and other circumstances and without any reliance on the data, content or information provided by Stock Navigators, the Site or the other products and services of Stock Navigators.
3) Stock Navigators cannot, and does not, independently verify, assess or guarantee the validity, adequacy, timeliness, accuracy or completeness of any data, content or information, the suitability or profitability of any particular security or investment, or the potential value of any security, investment or informational source. You bear sole responsibility for your own investment research and decisions, and should seek the advice of a professional, licensed and qualified securities professional before purchasing or selling any security or making any investment.
4) 4) The forum and chatrooms on the Site are comprised of customers and members (including, without limitation, moderators who are in the employ of Stock Navigators) posting content and information. All
such information and content is for informational purposes only and does not constitute advice or a recommendation by Stock Navigators to enter into any securities transactions or engage in any of the financial strategies reflected on or suggested in forum and chatrooms (whether such data, content or information is posted by Stock Navigators or otherwise). Customers and members may write about securities in which they have a financial or other interest, and performance data reflecting other customer’s or member’s holdings may include information about securities not held by Stock Navigators or its directors, officers, shareholders, employees, agents or affiliates. As such, Stock Navigators is not responsible for the accuracy of data, content or information or any performance data in any forum or chatroom; and the accuracy of data, content or information or any performance data are not guaranteed, may not be current and should not be relied upon. Nothing in any forum or chatroom is intended as, nor should you rely on it as, investment advice provided by Stock Navigators or its directors, officers, shareholders, employees, agents or affiliates.
5) 5) Stock Navigators does not control, and does not endorse, any data, content or information posted on
the forum or chatroom on the Site. You understand, acknowledge and agree that your participation therein is at your own risk, and Stock Navigators expressly disclaims responsibility for any such data, content or information. Stock Navigators has the right (but not the obligation) to review and take down any data, content or information. You understand, acknowledge and agree that by accessing the forum or chatroom on the Site, you may be exposed to material that you deem to be offensive, indecent, obscene or otherwise objectionable. Under no circumstances will you hold Stock Navigators, or its directors, officers shareholders, employees, agents or affiliates, liable for any such content displayed or made available through the Site, or for any loss or damage of any kind incurred as a result of your use of the forum or chatroom on the Site.
6) Without limiting the generality of the foregoing, you understand, acknowledge and agree that chat room moderators may call out or post both real and hypothetical trades and real and simulated or hypothetical returns for informational and educational purposes only. Moderator commentary is opinion and ideas only and does not constitute any recommendation whatsoever, and you should not relay on such opinions and ideas which may not be complete or accurate. Each of Stock Navigators’s services, products and site are available for informational and educational purposes only. None of the information contained in the site (which includes, without limitation, our alerts service and chat room) constitutes, or is intended to constitute, a recommendation by us of any particular security or trading strategy or a determination by us that any security or trading strategy is suitable for any specific person. We are publishers and educators only.
7) You understand, acknowledge and agree that MODERATOR results may be based on simulated or hypothetical performance, and such results have certain inherent limitations. Unlike the results shown in an actual performance record, such results do not represent actual trading. Your actual results may differ from results reported for many reasons, including, without limitation: performance results do not reflect actual trading commissions that You may incur; performance results do not account for the impact, if any, of certain market factors, such as lack of liquidity, that may affect Your results; the investments chosen may be volatile, and server, delivery delays and other factors may cause the price You obtain to differ substantially from the price at the time of the alert; the prices of investments at the point in time You begin subscribing may be higher than such prices at the time such investments were chosen; You may not have the capital to trade as frequently as the moderator; and the size and timing of your purchase or sale of a stock may affect the price of the stock, among other reasons.
8) You understand, acknowledge and agree that, For informational and teaching purposes only, trades may be called out, posted, or alerted, but not executed. You understand, acknowledge and agree that moderators may sometimes purchase or sell securities sooner or later than called out, posted or alerted. Moderators are also not required to disclose all trades, and their positions may be inconsistent with trades. Also, because some trades may not actually have been executed, results may have under-or-over-compensated for the impact, if any, of certain market factors, such as liquidity. Simulated or hypothetical trading programs in general are also subject to the fact that they are designed with the benefit of hindsight. You understand, acknowledge and agree that the Site contains simulated or hypothetical trading programs. No representation is being made that any account will or is likely to achieve profits or losses similar to these being shown.
9) You understand, acknowledge and agree that Stock Navigators and its directors, officers, shareholders, employees, agents and affiliates have no obligation to notify you as to which trades and returns are real versus simulated or hypothetical, and that Stock Navigators, and its directors, officers, shareholders, employees, agents and affiliates do not verify moderator trade records or maintain records of moderator trades and results, and that moderators have no obligation to provide Stock Navigators any data.
10) Through your use of the site, You expressly contract and consent to the operations of Stock Navigators (including the moderator actions and omissions discussed above) and release Stock Navigators, and its directors, officers, shareholders, employees, agents and affiliates from any liability, claim, loss, cost, expense, and any other damages arising from or relating to moderator statements (written or oral), actions and omissions, including real, simulated, or hypothetical trades and results. Trading in any security can result in immediate and substantial losses of the money invested. you Should only invest funds that are not allocated for other purposes, such as retirement savings, student loans, mortgages, education, or debt reduction, and that you can afford to lose. Don’t trade with money you can’t afford to lose.
C. Activities of Stock Navigators Personnel
1) Stock Navigators, and its directors, officers, shareholders, employees, agents and affiliates, are active investors and traders of securities. Such parties may, not are not required to, purchase or sell any security, or engage in any investment strategy, contained in any data, content or information on the Site, or in the other products or services of Stock Navigators. Such parties will purchase or sell securities, and engage in any investment strategies, in their sole discretion, at any time and without notice, and shall not, and are not required to disclose or otherwise notify you, or any other person or party, with respect to any such decisions or activities. For the avoidance of doubt, such parties may not always adhere to Stock Navigators strategies and are not required to disclose or notify you, or any other person or party, with respect to any such decisions or activities. Stock Navigators personnel adhere to their unique individual plans developed and implemented by them with or without Stock Navigators, and experiences will not be duplicated and are not typical.
2) 2) Stock Navigators does not engage in, and its business and activities shall not constitute or be construed as, a business or activity with the purpose of creating a false or misleading appearance of active trading in any security, or a false or misleading appearance with respect to the market for such security, to effect any transaction in such security which involves no change in the beneficial ownership thereof, to enter an order or orders for the purchase of such security with the knowledge that an order or orders of substantially the same size, at substantially the same time, and at substantially the same price, for the sale of any such security, has been or will be entered by or for the same or different parties, or to enter any order or orders for the sale of any such security with the knowledge that an order or orders of substantially the same size, at substantially the same time, and at substantially the same price, for the purchase of such security, has been or will be entered by or for the same or different parties.
3) Stock Navigators does not engage in, and its business and activities shall not constitute or be construed as, a business or activity to effect a series of transactions creating actual or apparent active trading in a security, or raising or depressing the price of such security, for the purpose of inducing the purchase or sale of such security by others.
4) Stock Navigators does not engage in, and its business and activities shall not constitute or be construed as, a business or activity to effect a series of transactions for the purchase and/or sale of a security for the purpose of pegging, fixing, or stabilizing the price of such security in contravention of any law, rule or regulation.
5) You understand, acknowledge and agree that Stock Navigators, and its directors, officers, shareholders, employees, agents and affiliates, engage in active trading of securities, but do not willfully participate in any activity described in the three preceding paragraphs. Accordingly, you hereby waive and release any and all claims, losses, damages, liabilities and any other costs and expenses (including attorneys’ fees), arising from or related to your purchase or sale of a security at a price that may have been affected by the business or activities of Stock Navigators, or its directors, officers, shareholders, employees, agents or affiliates.
D. Investments and Results
1) The purchase and sale of securities involves a high degree of risk. It is speculative and suitable only for persons who have substantial financial resources. The purchase and sale of securities should only be conducted by persons who understand and accept the risks involved therewith and who have independently reviewed and determined their acceptance and suitability of these risks and the financial and tax consequences thereof. Only persons who are able to bear the risk of substantial or complete loss of funds should engage in the purchase and sale of securities.
2) Stock Navigators, and the content and information contained on the Site, and in other products and services of Stock Navigators, do not indicate or guaranty any predictable, general, specific or other results. The purchase and sale of securities, and any other investment activity, involves a high degree of risk, and a number of factors could materially and adversely affect the results and lead to a substantial or complete loss of an investment.
3) As more fully set forth herein, Stock Navigators, and its directors, officers, shareholders, employees, agents and affiliates, make no representation, warranty or guarantee as to the validity, adequacy, timeliness, accuracy, reliability or completeness of any data, content or information. You should independently analyze, review and confirm any such data, content or information.
4) Stock Navigators may express or utilize testimonials or descriptions of past performance, but such items are not indicative of future results or performance, or any representation, warranty or guaranty that any result will be obtained by you. Your results may differ materially from those expressed or utilized by Stock Navigators due to a number of factors.
E. Testimonials Disclaimer
In accordance with 16 CFR Part 255 and Federal Trade Commission Guidelines concerning use of endorsements and testimonials in marketing and advertising, please be aware of the following:
1) Endorsements, testimonials or descriptions of past performance from other customers or members are based upon their individual experiences and results with the Site, and the products and services of Stock Navigators. These results and performances are not typical, and you should not expect to achieve the same or similar results or performance, and your results and performance are likely to vary or differ materially. The endorsements, testimonials or descriptions of past performance are individual experiences, reflecting real life experiences of customers or members, and are not representative of the results and performances of all customers and members.
2) Endorsements, testimonials or descriptions of past performance appearing on the Site were received pancek via text, audio or video submission from customers or members. The endorsements, testimonials or descriptions of past performance (text, audio and/or video) are verbatim except for correction of grammatical or typing errors and editing for length. In other words, not the whole message received by the customer or member may be displayed, when it seemed lengthy or not all content seemed relevant for the general public. No endorsements, testimonials or descriptions of customers or members that appear on the Site involved payment or compensation therefor.
F. Third Party Websites
The Site, and other products and services of Stock Navigators, may contain links to other websites or applications. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party. Stock Navigators has not reviewed all of the sites linked to or from the Site, or other products and services of Stock Navigators, and is not responsible for the content of any such linked website. We do not exercise control over third party websites. Your use of links to other websites is at your own risk. We are not responsible for third party sites linked from the Site, or other products and services of Stock Navigators, nor do we make any representation or warranties, express or implied, with respect to any such website, any content of such websites, or any products or services offered by any such websites, including but not limited to, accuracy, completeness, reliability, suitability, non-infringement, merchantability or fitness for a particular purpose. We may remove any Linked Sites from the Site at any time for any reason or for no reason.
XII. Limitations of Liability
WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, STOCK NAVIGATORS, AND ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS AND AFFILIATES, SHALL NOT BE LIABLE TO YOU, UNDER ANY LEGAL OR EQUITABLE THEORY, FOR (A) ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR INDIRECT DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, REVENUES AND BUSINESS, ARISING OUT OF, UNDER OR RELATING TO THESE TERMS AND CONDITIONS, YOUR USE OF THE SITE OR OTHERWISE RELATED TO OR ARISING FROM THE PRODUCTS OR SERVICES OF STOCK NAVIGATORS, OR (B) ANY DAMAGES OF ANY KIND ARISING OUT OF, UNDER OR RELATING TO THE SITE OR OTHERWISE RELATED TO OR ARISING FROM THE PRODUCTS OR SERVICES OF STOCK NAVIGATORS, IN EXCESS OF THREE TIMES THE MOST RECENT MONTHLY FEE PAID BY YOU IN CONNECTION WITH THE SITE, IF ANY, OR $250, WHICHEVER AMOUNT IS GREATER.
THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE, AND SHALL NOT APPLY TO ANY DAMAGE TO YOU INTENTIONALLY CAUSED BY STOCK NAVIGATORS IN VIOLATION OF THESE TERMS AND CONDITIONS OR APPLICABLE LAW, OR AS OTHERWISE MANDATED BY APPLICABLE LAW THAT CANNOT BE DISCLAIMED BY THESE TERMS AND CONDITIONS.
XIV. Privacy and Personal Information
Stock Navigators may make changes to the Site, and the other products and services of Stock Navigators, at any time without notice. Stock Navigators does not, however, make any commitment to update the Site, and the other products and services of Stock Navigators.
XVI. Governing Law
Any claim under these Terms and Conditions or otherwise related to the Site or Stock Navigators shall be governed by the laws of the State of Delaware without regard to its conflict of law provisions, and shall be exclusively resolved by a state or federal court located in Wilmington, Delaware. You agree to submit to
the personal jurisdiction of the courts located within Wilmington, Delaware, or another location of Stock Navigators’s choosing, for the purpose of litigating all such claims. Notwithstanding the above, you agree that Stock Navigators shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. Except as otherwise provided herein, you agree that any controversy or claim, whether at law or equity, arising out of or related to the provision of services or materials by Stock Navigators, regardless of the date of accrual of such dispute, shall be resolved in its entirety by individual (not class-wide nor collective) binding arbitration.
The Site, and the other products and services of Stock Navigators, are solely directed to and intended for individuals residing in the United States. Those who choose to access and use the Site, and the other products and services of Stock Navigators, from other locations do so at their own risk, and are responsible for compliance with all laws, rules and regulations applicable thereto. Stock Navigators reserves the right to limit the availability of the Site, and any other products or services of Stock Navigators, to any person, geographic area, or jurisdiction, in any manner and at any time, in its sole discretion.
If any provision of these Terms and Conditions is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of these Terms and Conditions will not be affected in any way.
XVIII. Entire Agreement
You agree that these Terms and Conditions constitute the entire, complete and exclusive agreement between you and us regarding the Site and the products and services of Stock Navigators, and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms and Conditions. The provisions of these Terms and Conditions shall survive any termination thereof indefinitely.
Our failure to act with respect to a breach of these Terms and Conditions by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches.
XX. Dispute Resolution
Notifications of Dispute
Our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly. If any controversy, allegation or claim arises out of or relates to the Stock Navigators Service, the Website(s), the Content, these Terms, your decision to enter into these Terms, or any Additional Terms (collectively, “Dispute”), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. However, if no such information exists or if such information is not current or correct, then we have no obligation under this section. Your notice to us must be sent to: Stock Navigators, Inc., 323 Piercy Road, San Jose, CA 95138, Attention: Tim Luong. For a period of sixty (60) days from the date of receipt of notice from the other party, Stock Navigators and you will engage in a dialogue in order to attempt to resolve the Dispute, though neither party is required to resolve such dispute on terms which each party, in its sole discretion, is uncomfortable.
IF WE CANNOT RESOLVE A DISPUTE WITHIN SIXTY (60) DAYS OF RECEIPT OF SUCH NOTICE, THEN EITHER YOU OR WE MAY ELECT TO SUBMIT THE DISPUTE TO FORMAL ARBITRATION AS HEREINAFTER DESCRIBED. WITH ARBITRATION (A) THERE IS NO JUDGE OR JURY, (B) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (C) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED.
Further, you and Stock Navigators agree that, should resolution of the Dispute(s) occur in arbitration, such Dispute(s) will be arbitrated only on an individual basis and will not be consolidated with any other arbitration or other proceedings that involve any claim or controversy of any other party. But if, for any reason, any court with competent jurisdiction or any arbitrator selected pursuant to this arbitration provision holds that this restriction, limiting the arbitration to Dispute(s) between you and Stock Navigators, is unenforceable, then our agreement above to arbitrate will not apply and the Dispute must be brought exclusively in court.
Should either you or Stock Navigators elect to resolve the Dispute by way of binding arbitration, the arbitration shall proceed in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”), except that in no event shall the arbitration proceed as a class or representative action. If the Dispute has a claimed value of not more than $10,000,000, then the arbitration will be heard and determined by a single, neutral arbitrator who is a retired judge or a lawyer with not less than ten (10) years’ experience as a practicing member of the bar in the substantive practice area related to the Dispute, who will administer the proceedings in accordance with the AAA’s Supplementary Procedures for Consumer Related Disputes. If the Dispute has a claimed value of more than $10,000,000, then the arbitration will be heard and determined by a three (3) member panel, with one member to be selected by each party and the third (who will chair the panel) selected by the two (2) party-appointed members or by the AAA in accordance with the Commercial Arbitration Rules. The arbitrator or arbitration panel, as the case may be, will apply applicable law and the provisions of these Terms and any Additional Terms, will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award.
If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling or unable to set a hearing date within sixty (60) days of the filing of a “demand for arbitration,” then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and a legal officer of Stock Navigators consent to in writing, except, as noted above, that in no event shall the arbitration proceed as a class or representative action. The substantive practice area requirements for the arbitrator and the $10,000,000 threshold for the number of arbitrators assigned to the Dispute set forth in the paragraph above will also apply to any such arbitration under JAMS or other arbitration service.
- You can obtain AAA and JAMS procedures, rules, and fee information as follows:
- AAA: 1.800.778.7879 or www.adr.org
- JAMS: 1.800.352.5267 or www.jamsadr.com
All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If the Dispute has a claimed value of not more than $250,000, an arbitration hearing will be conducted, at your election, either by telephone (or other mutually agreeable remote technology) or in the City and County of San Francisco, California. If the Dispute has a claimed value of more than $250,000, the arbitration will be conducted in the City and County of San Francisco, California. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules (including any rules regarding hardship); but if applicable arbitration rules or laws require Stock Navigators to pay a greater portion or all of such fees and costs in order for this arbitration provision to be enforceable, or if the arbitrator(s) determine that you would experience an extreme hardship by paying your share of arbitration fees and costs prior to resolution of the Dispute, then Stock Navigators will have the right to elect to pay the fees and costs and proceed to arbitration. Discovery will be permitted pursuant to the applicable arbitration rules. The arbitrator’s decision must consist of a written statement stating the disposition of each claim of the Dispute and must provide a statement of the essential findings and conclusions on which the decision and award (if any) may be entered in or by any court that has jurisdiction over the parties pursuant to Section 9 of the Federal Arbitration Act. The arbitrator must honor the terms of these Terms (and any Additional Terms) and can award the prevailing party damages and other relief consistent with applicable law, notwithstanding the foregoing, the prevailing party shall be awarded legal fees.
XXI. Data Protection Addendum
This Data Protection Addendum, henceforth referred to as the “Addendum”, is entered into by and between Stock Navigators, Inc. henceforth referred to as “Stock Navigators”, and the customer agreeing to this Addendum, henceforth referred to as the “Customer”.
This Addendum will be effective from the Addendum Effective Date (as defined below) and replace any previously applicable data protection addendum. If you are accepting this Addendum on behalf of Customer/Affiliate, you represent and warrant that:
- You have read and understood this Addendum
- You have legal authority to bind yourself, or the applicable entity, to these Terms
- You agree, on behalf of the party you represent, to this Addendum
If you do not have the legal authority to bind Customer, please do not “Sign/Accept/Opt IN”.
Terms Defined by the General Data Protection Regulation (GDPR):
- “Addendum Effective Date” is defined as the date on which Customer clicked to accept or opt-in to this Addendum.
- “Data Subject” is defined as the identified/identifiable person who is the subject of Personal Data.
- “Adequate Country” is defined as a country which is deemed adequate by the European Commission under Article 25(6) of Directive 95/46/EC or Article 45 of GDPR.
- “Personal Data” is defined as any information included in the Customer Data relating to an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural, or social identity.
- “Processing” is defined by the applicable EU Data Protection Law and “process”, “processes” and “processed” will be interpreted accordingly.
- “Data Controller” is defined as the party that determines the purposes and means of the Processing of Personal Data.
- “Data Processor” is defined as the party that Processes Personal Data on behalf of, or under the instruction of, the Data Controller.
- “Data Transfer Mechanism” is defined as an alternative data export solution for the lawful transfer of Customer Data (as recognized under EU Data Protection Law) outside the EEA.
- “Data Protection Laws” are defined with respect to a party, all privacy, data protection, information security-related, and other laws and regulations applicable to such party, including, where applicable, EU Data Protection Law.
- “Data Protection Authority” is defined as the competent body in the jurisdiction charged with enforcement of applicable Data Protection Law.
- “EEA” means the European Economic Area, United Kingdom, and Switzerland.
- “EU Data Protection Law” means all data protection and privacy laws applicable to the processing of Personal Data under the Agreement, including, where applicable, EU Data Protection Law.
- Prior to 25th May 2018, European Union Directive 95/46/EC; and
- On and after 25th May 2018, European Union Regulation 2016/679 (“GDPR”)
- References to “written instructions” and related terms mean Data Controller’s instructions for Processing of Customer Data, which consist of
- The terms of the Agreement and this Addendum,
- Processing enabled by Data Controller through the Service, and
- Other reasonable written instructions of Data Controller consistent with the terms of the Agreement.
- “Model Contracts” are defined as the Standard Contractual Clauses for Processors as approved by the European Commission under Decision 2010/87/EU in the form made accessible in the Stock Navigators Workspace.
- “Security Incident” is defined as any unauthorized or unlawful confirmed breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data in Data Processor’s control.
- “Subprocessor” is defined as any Third Party engaged by Data Processor or its affiliates to process any Customer Data pursuant to the Agreement or this Addendum.
- “Third Party” shall mean any natural or legal person, public authority, agency, or any other body other than the Data Subject, Data Controller, Data Processor, Subprocessors, or other persons who, under the direct authority of the Data Controller or Data Processor, are authorized to Process the data.
Other capitalized terms not defined here have the meanings given in the Agreement.
Terms Defined by Stock Navigators with Respect to GDPR:
- “Data Subjects” are defined to include the individuals about whom data is provided to Stock Navigators via the Services by (or at the direction of) the Customer.
- “Details of Processing Subject Matter” is defined as the subject matter of the data processing under this Addendum is the Customer Data.
- “Duration of the Processing” is defined as the duration of the data processing under this Addendum is until the termination of the Agreement plus the period from the expiry of the Agreement until deletion of all Customer Data by Stock Navigators in accordance with the terms of the Addendum.
- “Nature and Purpose of the Processing” is defined as the purpose of the Processing under this Addendum is the provision of the Service to Customer and the performance of Stock Navigators’ obligations under the Agreement (including this Addendum) or as otherwise agreed by the parties.
- “Categories of Data” is defined as data relating to individuals provided to Stock Navigators when Customers sign up, login, use the product, interact with the website, and interact with the ads.
- “Security Measures” are defined as the measures that Stock Navigators agrees to use. They are commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration, or disclosure of the Service or Customer Data.
- This Addendum forms part of the Agreement and except as expressly set forth in this Addendum, the Agreement remains unchanged and in full force and effect. If there is any conflict between this Addendum and the Agreement, this Addendum shall prevail to the extent of that conflict in connection with the Processing of Customer’s Personal Data.
- All activities under this Addendum (including without limitation Processing of Customer Data) remain subject to the applicable limitations of liability set forth in the Agreement.
- This Addendum will be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by applicable Data Protection Laws.
- This Addendum and Model Contracts will automatically terminate upon expiration or termination of the Agreement.
4. Scope and Applicability of this Addendum:
- This regulation applies to the processing of the personal data in the context of the activities of the establishment of a Controller or a Processor in the EU.
- This Addendum applies where and to the extent that Stock Navigators processes Customer Data that originates from the EEA or that is otherwise subject to EU Data Protection Law on behalf of Customer in the course of providing the Service pursuant to the Agreement.
- This Addendum applies where and to the extent that Stock Navigators processes Customer Data that originates from the EEA or that is otherwise subject to EU Data Protection Law on behalf of Customer in the course of providing the Service pursuant to the Agreement.
5. Role and Scope of the Processing:
- Customer will act as the Data Controller and Stock Navigators will act as the Data Processor under this Addendum. Both Customer and Stock Navigators shall be subject to applicable Data Protection Laws in the carrying out of their responsibilities as set forth in this Addendum.
- Customer retains all ownership rights in the Customer Data, as set forth in the Agreement. Except as expressly authorized by Customer in writing or as instructed by Customer, Stock Navigators shall have no right directly or indirectly to sell, rent, lease, combine, display, perform, modify, transfer, or disclose the Customer Data or any derivative work thereof. Stock Navigators shall act only in accordance with Customer’s instructions regarding the Processing of the Customer Data except to the extent prohibited by applicable Data Protection Laws.
- Additional instructions not consistent with the scope of the Agreement require prior written agreement of the parties, including agreement on any additional fees payable by Customer.
- Notwithstanding the above, Customer acknowledges that Stock Navigators shall have a right to use Aggregated Anonymous Data as detailed in the Agreement Section 4.4.
- Stock Navigators shall not disclose the Customer Data to any Third Party in any circumstances other than in compliance with Customer’s instructions or in compliance with a legal obligation to disclose. Stock Navigators shall inform Customer in writing prior to making any such legally required disclosure, to the extent permitted by Data Protection Laws.
- For clarity, nothing in this Addendum limits Stock Navigators from transmitting Customer Data (including without limitation Personal Data) as instructed by Customer through the Service.
- Stock Navigators’ obligations under this Addendum shall apply to Stock Navigators’ employees, agents and Subprocessors who may have access to the Personal Data.
- Customer agrees that Stock Navigators is authorized to use Subprocessors (including without limitation cloud infrastructure providers) to Process the Personal Data, provided that Stock Navigators:
○ Enters into a written agreement with any Subprocessor, imposing data protection obligations substantially similar to this Addendum; and
○ Remains liable for compliance with the obligations of this Addendum and for any acts or omissions of the Subprocessor that cause Stock Navigators to breach any of its obligations under this Addendum.
- Information about Subprocessors, including their functions and locations, is available on request and may be updated by Stock Navigators from time to time in accordance with this Addendum.
- Stock Navigators shall implement and maintain appropriate technical and organizational security measures to protect Personal Data from Security Incidents and to preserve the security and confidentiality of the Personal Data, in accordance with Stock Navigators’ security standards.
- Customer is responsible for reviewing the information made available by Stock Navigators relating to data security and making an independent determination as to whether the Service meets the Customer’s requirements and legal obligations under Data Protection Laws. Customer acknowledges that the Security Measures are subject to technical progress and that Stock Navigators may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Service purchased by Customer.
- Stock Navigators shall ensure that any person who is authorized by Customer to process Personal Data (including its staff, agents and Subprocessors) shall be under an appropriate contractual or statutory obligation of confidentiality.
8. Onward Transfer:
- Stock Navigators may, subject to complying with this Section 8, store and process Customer Data anywhere in the world where Stock Navigators, its affiliates or Subprocessors maintain data processing operations.
- To the extent that Stock Navigators processes any Personal Data protected by GDPR and/or originating from the EEA in the United States or another country outside the EEA that is not designated as an Adequate Country, then the parties shall sign the Model Contracts.
- The parties agree that Stock Navigators is the “data importer” and Customer is the “data exporter” under the Model Contracts (notwithstanding that Customer may be an entity located outside of the EEA).
- The parties agree that the data export solution identified in Section 8.B shall not apply if and to the extent that Stock Navigators adopts an Alternative Transfer Mechanism. In which event, the Alternative Transfer Mechanism shall apply instead (but only to the extent such Alternative Transfer Mechanism extends to the territories to which Personal Data is transferred).
9. Regulatory Compliance:
- At Customer’s request and expense, Stock Navigators shall reasonably assist Customer as necessary to meet its obligations to regulatory authorities, including Data Protection Authorities.
- Stock Navigators shall (at Customer’s expense) reasonably assist Customer to respond to requests from individuals in relation to their rights of data access, rectification, erasure, restriction, portability and objection. In the event that any such request is made directly to Stock Navigators, Stock Navigators shall not respond to such communication directly without Customer’s prior authorization unless required by Data Protection Laws.
10. Reviews of Data Processing:
- At Customer’s request, Stock Navigators shall provide Customer with written responses to all reasonable requests for information made by Customer relevant to the Processing of Personal Data under this Addendum, including responses to security and audit questionnaires, in each case solely to the extent necessary to confirm Stock Navigators’ compliance with this Addendum.
- Stock Navigators will provide such information within thirty (30) days of Customer’s written request, unless shorter notice is required by Customer’s regulatory authorities.
- Except as expressly required by Data Protection Laws, any review under this Section 10 will:
○ Be conducted no more often than once per year during Stock Navigators’ normal business hours, in a manner so as not to interfere with standard business operations;
○ Be subject to Stock Navigators’s reasonable confidentiality and security constraints;
○ Be conducted at Customer’s expense; and
○ Not extend to any information, systems or facilities of Stock Navigators’ other customers or its Third Party infrastructure providers.
- Any information provided by Stock Navigators under this Section 10 constitutes Stock Navigators’ Confidential Information under the Agreement.
11. Return or deletion of data:
- Stock Navigators shall, within ninety (90) days after request by Customer at the termination or expiration of the Agreement, delete or return, at Customer’s choice, all of the Personal Data from Stock Navigators’ systems. Within a reasonable period following deletion, at Customer’s request, Stock Navigators will provide written confirmation that Stock Navigators’ obligations of data deletion or destruction have been fulfilled.
- Notwithstanding the foregoing, the Customer understands that Stock Navigators may retain Customer Data as required by Data Protection Laws, which data will remain subject to the requirements of this Addendum.
12. Additional Security:
- Upon becoming aware of a confirmed Security Incident, Stock Navigators shall notify the Customer without undue delay, in accordance with the Security Measures. Notwithstanding the foregoing, Stock Navigators is not required to make such notice to the extent prohibited by Data Protection Laws, and Stock Navigators may delay such notice as requested by law enforcement and/or in light of Stock Navigators’ legitimate needs to investigate or remediate the matter before providing notice.
- Each notice of a Security Incident will include:
○ The extent to which Personal Data has been, or is reasonably believed to have been, used, accessed, acquired, or disclosed during the Security Incident;
○ A description of what happened, including the date of the Security Incident and the date of discovery of the Security Incident, if known;
○ The scope of the Security Incident, to the extent known; and
○ A description of Stock Navigators’ response to the Security Incident, including steps Stock Navigators has taken to mitigate the harm caused by the Security Incident.
- Stock Navigators shall take reasonable measures to mitigate the harmful effects of the Security Incident and prevent further unauthorized access or disclosure.
13. Changes to Subprocessors:
When any new Subprocessor is engaged, Stock Navigators will, at least a week before the new Subprocessor processes any Customer Data, inform Customer of the engagement by sending an email or via the in-app notification.
14. Further cooperation:
- Where and when required by Data Protection Laws, Stock Navigators will provide the relevant Data Protection Authorities with information related to Stock Navigators’ Processing of Personal Data. Stock Navigators further agrees that it will maintain such required registrations and where necessary renew them during the term of this Addendum. Any changes to Stock Navigators’ status in this respect shall be notified to Customer immediately either via email or in-app notifications.
- To the extent Stock Navigators is required under Data Protection Laws, Stock Navigators shall (at Customer’s expense) provide reasonably requested information regarding the Service or prior consultations with Data Protection Authorities to enable Customer to carry out data protection impact assessments.
Dispute Procedure and Claims of Copyright Infringement
If you believe that your product or other work has been misrepresented or used in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Stock Navigators’ Copyright Agent with the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the product, copyright or other intellectual property interest;
- a description of the product, work or other intellectual property that you claim has been misrepresented or infringed;
- a description of where the material that you claim is misrepresenting or infringing your product, work or other intellectual property is located on the Online Courses;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the owner of the product, work, copyright or intellectual property, or its agent, or applicable law; and
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the product, work, copyright or intellectual property owner or authorized to act on such owner’s behalf.
Stock Navigators’ Copyright Agent for notices of disputes or claims of copyright or other intellectual property infringement can be reached as follows:
- Copyright Agent: Stock Navigators, Inc., Email: [email protected]
IF YOU DO NOT AGREE WITH ANY TERM OR PROVISION OF THESE TERMS AND CONDITIONS, PLEASE EXIT HERE IMMEDIATELY. PLEASE BE ADVISED THAT YOUR CONTINUED USE OF THIS SITE OR THE PRODUCTS OR INFORMATION PROVIDED THEREBY SHALL INDICATE YOUR CONSENT AND AGREEMENT TO THESE TERMS AND CONDITIONS.
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