Please read the following general website Terms and Conditions (these “T&Cs” or “Agreement”) carefully before accessing the www.wizest.com website, whether online or through any mobile device or application (collectively referred to as the “Site”), before you register as a member, access any data on our Site, subscribe to our Services, as defined below, or interact with other users, members, customers or visitors (“Users”) of the Site so that you are aware of your legal rights and obligations with respect to the Site or and any of its affiliates, parents and subsidiaries (individually and collectively, “we,” “us,” “our” or “Wizest”).
• ANY CONTROVERSY, CLAIM, DEMAND, OR DISPUTE ARISING OUT OF OR IN RELATION TO ANY PORTION OF THIS AGREEMENT, OR THE BREACH THEREOF, MUST BE RESOLVED BY A COURT LOCATED IN NEW CASTLE COUNTY, DELAWARE, EXCEPT AS OTHERWISE DESCRIBED IN THE ARBITRATION OPTION SECTION (SEE SECTION BELOW AND WWW.ADR.ORG FOR FURTHER DETAILS).
• BY REGISTERING WITH THE SITE OR SUBSCRIBING TO OUR SERVICES, YOU AGREE TO RECEIVE FREE CONTENT AND/OR PROMOTIONAL OFFERS FROM US.
• USER ACCESS TO THE SITE IS VOID AND UNAUTHORIZED WHERE PROHIBITED BY APPLICABLE LAW OR REGULATION.
1. Description of the Site: The Site provides its Users with access to a simulated investing platform based on historical prices from the NYSE, NASDAQ, and AMEX (“Data Products”). The Site is designed for educational and entertainment purposes. The Site’s trading platform is based on delayed, historical data only. All activities and capabilities offered by or through the Site and any mobile devise or application shall individually and collectively be referred to as “Services.” We reserve the right to add, change, modify, suspend or discontinue any portion of the Site or the Service(s) offered at any time. We may also impose limits on certain Services or features and/or restrict your access to parts of the Site or to the entire Site in our sole and absolute discretion and without notice or liability to anyone.
2. Services: The Site may now or in the future offer its service to its Users free of charge. The scope, access, and data available under such free access, shall be subject to change from time to time at Wizest’s sole and absolute discretion.
3. Registration: In order to access our services, you will be required to create an Account. You may never use someone else’s Account. You may also never grant anyone else access to your Account. When creating an Account with the Site, you agree to provide accurate, current, and complete information about yourself (“Registration Data”) as prompted by our registration form. Registration Data may include your e-mail address, user name, and password. You also represent that we may rely on your Registration Data as accurate, current, and complete. You agree to maintain and update your Registration Data to keep it accurate, current, and complete. We reserve the right, in our sole and absolute discretion, to terminate your Account for inaccurate, untrue, deceptive, and/or incomplete Registration Data.
4. Username and Password: As part of the registration process, you will be asked to select a username and password. We may refuse to grant you any username, which in our sole and absolute discretion, is deemed to be invalid. Invalid usernames include, but are not limited to, usernames that are fashioned to impersonate another person, are protected by trademark law or other proprietary rights, are vulgar or otherwise offensive, or may cause confusion. These are only some examples of invalid usernames, and we reserve the sole right, at our own discretion, to deem any username invalid at any time both during and after registration.
YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME, PASSWORD, AND ANY AND ALL PURCHASES, COMMUNICATIONS, AND OTHER ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. YOU AGREE NOT TO TRANSFER, SELL OR RESELL YOUR USERNAME AND/OR PASSWORD OR OTHERWISE PROVIDE ACCESS TO THE SITE, THROUGH THE USE OF YOUR USERNAME AND PASSWORD, TO ANY THIRD PARTY.
If you have reason to believe that your Account is no longer secure, you must promptly change your password by updating your Account information and immediately notify us of the same by emailing us at firstname.lastname@example.org
6. License to Use Data Products: As a User of the Site, you are granted a nonexclusive, non-transferable, revocable, and limited license to access and use the Site (and its associated content) and/or Services in accordance with this Agreement. We retain the right to terminate this license, without notice, in our sole and absolute discretion, at any time for any reason whatsoever. We also reserve any rights not explicitly granted in these T&Cs.
The Data and Services available through the Site are licensed, not sold, for your viewing and simulated trading. These Data were developed and/or produced by us in conjunction with our partners and associates. Your license to access the Data through the Site is subject to the following rules:
(A) Your access to the Data is conditioned upon your prior acceptance of the terms of this Agreement.
(B) You are authorized to use the Data and Services only for personal, noncommercial use.
(C) You agree that you will not attempt to encourage or assist any other person to circumvent or modify any security technology or software that is part of the Data or Services.
(D) The delivery of Data and the provision of the Services do not transfer to you any rights beyond the limited license as described above.
(E) You agree not to transfer, sell or resell your username and/or password or otherwise provide access to the site, through the use of your username and password, to any third party.
7. Term/Termination: We may decide at any time in our sole and absolute discretion whether to remove and/or terminate a User’s access to the Site or our Services for any reason, including but not limited to violations of these T&Cs. We may or may not provide notice to you of such termination through any reasonable means, including, but not limited to, sending a notice to you at the e-mail address you provided during or subsequent to registration or purchase. Such termination is effective when executed by us or upon transmittal by us. However, your obligations of indemnification pursuant to these T&Cs shall survive any termination or cancellation of the Account.
You may terminate your Account at any time.
Withdrawal of consent or request to have your Account terminated will have no effect on the legal validity and/or enforceability of these T&Cs for the time period prior to your request and during the time period needed for us to reasonably act to comply with your request.
8. Online Content: Any Data and Services provided, listed, posted, or made available on the Site should not necessarily be relied upon. The Site is designed to provide its Users with a simulated trading platform for educational and entertainment purposes. The Site was not designed and should not be used as a database of stock prices on which Users may rely on in actual trading. We do not guarantee the accuracy, completeness, or usefulness of any information made available by its Data on the Site and/or through the Services and neither adopts, endorses, nor is responsible for the accuracy, completeness, or reliability of any Data Product on the Site. You may access such information solely:
A) For your general entertainment, educational and personal use; and
B) As intended through the normal functionality of the Site.
9. Proprietary Rights of Content: The content on the Site, including, without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features, and the like (the “Content”) and the trademarks, service marks and logos contained therein (the “Marks”), are owned by or licensed to us, subject to copyright and other intellectual property rights. The copying, redistribution, or publication by you of any part of the Site, Data, or Services is strictly prohibited. You do not acquire ownership rights to any Content, Marks, Services, or other materials viewed at, on, or through the Site and Services.
10. Online Conduct: You agree not to:
A) Impersonate any person or entity;
B) Engage in advertising to or solicitation of other Users to buy or sell any products or services through the Site;
C) Transmit any chain letters, spam, or junk e-mail to other Users;
D) Express or imply, without our specific, prior, written consent, that any statements you make are endorsed by Wizest.
E) Harvest or collect personal information about other Users, whether or not for commercial purposes, without their express consent;
F) Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents;
G) To access the Site, its Data, or Services through any technology or means other than through the means provided on the Site itself or other explicitly authorized means Wizest may designate;
H) Remove any copyright, trademark, or other proprietary rights notices contained on the Site;
I) Interfere with or disrupt the Site or the servers and/or networks connected to the Site;
J) Post, e-mail, or otherwise transmit 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;
K) Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Site;
L) “Frame” or “mirror” any part of the Site without our specific, prior written authorization;
M) Use metatags, code, or other devices containing any reference to Wizest or the Site in order to direct any person to any other website for any purpose; and/or modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Site or any software used on or for the Site or cause others to do so; and
N) To use the Site, including any tools or technologies made available therein, for any commercial purpose, without the prior written consent of Wizest. Prohibited commercial uses include any of the following actions taken without Wizest’s express consent: (i) sale of access to the Site or its related Services on another website (except as explicitly permitted to Affiliates); and/or (ii) providing use of the Site or its related Services, to third parties.
Wizest reserves the right but has no obligation to reject any Account that does not comply, in our sole and absolute discretion, with these prohibitions. Engaging in any of the aforementioned prohibited practices shall be deemed a breach of these T&Cs and may result in the immediate termination of your Account pursuant to the terms of these T&Cs. Wizest reserves the right to pursue any and all legal remedies against Users who engage in any of the aforementioned prohibited conduct.
However, in any event, Wizest assumes no responsibility for the conduct of other Users on the Site.
12. Indemnification: You agree to indemnify, defend and hold us, and our subsidiaries, affiliates, officers, parent companies, agents, co-branders or other partners, and employees (each a “Covered Party”) harmless, at your expense, against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute resolution expenses) incurred by any Covered Party or other third party and arising out of, (i) your use or misuse of the Site, Data or the Services, (ii) arising from your breach of this Agreement, or (iii) arising from your violation or breach of any term of these T&Cs or any policies, rules or guidelines referenced herein.
13. Warranties: You expressly agree that access and/or use of the Site, Data, and/or Services is at your sole risk. The Site and Services are provided on an “AS IS” and “AS AVAILABLE” basis, without any express or implied warranty of any kind, including, but not limited to, non-infringement of intellectual property. The Site and/or Services may contain bugs, errors, problems, or other limitations.
We and the Covered Parties have no liability whatsoever for your use of or inability to use the Site, Data, and/or Services to the fullest extent permitted by applicable law. We and the Covered Parties are not liable to you or to any third party for any indirect, special, incidental, or consequential damages, whether based on breach of contract, breach of warranty, tort (including negligence), product liability, or otherwise, even if advised of the possibility of such damages.
The negation of damages set forth above is a fundamental element of the basis of the bargain between us and you. The Site and Services would not be provided to you without such limitations. No advice or information, whether oral or written, obtained by you from us through the Site, Data, and/or Services shall create any warranty, representation, or guarantee not expressly stated in this Agreement. We are not responsible to you and/or any third party, without limitation, for: 1) 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 communications; 2) the conduct of any User, whether online or offline; 3) any computer virus or other malicious, destructive or corrupting code, agent, program or macros; or 4) any infringement of another’s rights, including intellectual property rights.
Wizest shall not be liable to you for any Services, goods, and/or information available from third parties, even if obtained at or through the Site and/or Services. If you are dissatisfied with the Site and/or Services or with this Agreement, your sole and exclusive remedy is the cancellation of your membership and to discontinue use of the Site and Services.
15. Miscellaneous: Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law, and the remaining portions shall remain in full force and effect. To the extent that anything in, or associated with, the Site or Services is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision or any other provisions in this Agreement.
You expressly authorize us to comply with any and all lawful notices, subpoenas, court orders, and/or warrants without prior notice to you.
16. Dispute Resolution: If a dispute arises between you and us, our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly. Accordingly, you and we agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our Services (a “Claim”) in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by sending an email to email@example.com. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
Choice of Law and Forum – This Agreement shall be treated as though it were executed and performed in Delaware and shall be governed in all respects by the laws of the State of Delaware without regard to conflict of law provisions. You agree that any Claim or dispute you may have against us must be resolved by a court located in Delaware, except as otherwise agreed by the parties or as described in the Arbitration Option section below.
You agree to submit to the personal jurisdiction of the courts located within Delaware for the purpose of litigating all such Claims or disputes.
Arbitration Option – For any Claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute cost-effectively through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online, and/or be solely based on written submissions; the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Improperly Filed Claims – All Claims you bring against us must be resolved in accordance with this Dispute Resolution Section. All Claims filed or brought contrary to this Dispute Resolution Section shall be considered improperly filed. Should you file a Claim contrary to the Dispute Resolution Section, we may recover attorneys’ fees and costs up to $1000, provided that we notified you in writing of the improperly filed Claim and you have failed to promptly withdraw the Claim.
17. Legal Warning: Any attempt by any User to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of the Site, Data, and/or Services is a violation of criminal and civil law, and we will diligently pursue all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and in equity.
18. Contact Us: Wizest Inc. firstname.lastname@example.org