CommodityONE Terms & Conditions

Last Updated: October 27, 2022

 THESE TERMS GOVERN CUSTOMER’S USE OF THE COMMODITYONE ESSENTIALS SERVICES DESCRIBED AT https://info.arrowstream.com/commodityone-package-pricing (“SERVICES”).

PLEASE READ THESE ARROWSTREAM TERMS AND CONDITIONS (THE “TERMS”) CAREFULLY BEFORE USING THE SERVICES (AS DEFINED BELOW) OFFERED BY ARROWSTREAM SOFTWARE LLC (“ARROWSTREAM”). BY ACCEPTING THESE TERMS, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, OR (2) EXECUTING AN ORDER FORM (AS DEFINED BELOW) THAT REFERENCES THESE TERMS, CUSTOMER AGREES TO THESE TERMS. THE EARLIEST DATE OF ACCEPTANCE OF THESE TERMS SHALL BE DEEMED THE “EFFECTIVE DATE”. IF THE INDIVIDUAL ACCEPTING THESE TERMS IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THESE TERMS DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS, SUCH INDIVIDUAL MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. ArrowStream and Customer shall herein be referred to each as a “Party” and collectively as the “Parties”. Subject to the terms and conditions of these Terms, the Parties agree as follows:

1. TERM; SUBSCRIPTION TERM.

These Terms will commence on the Effective Date and will continue so long as an Order Form is in effect (“Term”). The initial subscription term of the Services procured by Customer shall commence at the expiration of the free trial services subscription for the time period set forth on the applicable Order Form (“Subscription Term”). Except as otherwise specified in an Order Form, the Subscription Term shall automatically renew for successive one (1) year terms (or for the period of time defined in the Order Form) unless either Party gives the other notice of non-renewal at last 30 days prior to the end of the relevant Subscription Term.

2. FEES; PAYMENT TERMS.

2.1 Fees. Customer shall pay ArrowStream the fees specified in an Order Form (“Fees”). Customer’s obligation to pay Fees is non-cancellable and non-refundable. The rates in the applicable Order Form are valid for the Subscription Term set forth in the Order Form and thereafter may be subject to annual increases.

2.2 Payment. Unless otherwise stated in the Order Form, invoiced fees are due 30 days from invoice date. Customer will provide ArrowStream with valid and updated credit card information and authorizes ArrowStream to charge such credit card for all Services listed in the Order Form for the initial Subscription Term and any renewal Subscription Term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. Customer is responsible for providing complete and accurate billing, payment and contact information to ArrowStream and notifying ArrowStream of any changes to such information.

2.3 Suspension of Services. If any payment due under these Terms is ten (10) or more days overdue, ArrowStream may, without limiting its other rights and remedies, suspend all or part of the Services until such amounts are paid in full and/or terminate the applicable Order Form.

2.4 Taxes. Irrespective of whether taxes are reflected on the Order Form or applicable invoice for Services, Customer shall be responsible for the payment of all sales, use goods and services, value-added, and similar taxes due with respect to the Services, excluding for avoidance of doubt taxes on ArrowStream’s income.

3. PROPRIETARY RIGHTS; CUSTOMER RESTRICTIONS; RESTRICTIONS.

3.1 Proprietary Rights. Customer acknowledges and agrees that, as between ArrowStream and Customer, all right, title and interest in and to and all intellectual property rights in and to, the Services are and shall remain ArrowStream’s or its licensors, including all modifications thereto and configurations or derivatives thereof; ArrowStream’s proprietary technology used therein, including without limitation, software, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information made available to Customer by ArrowStream in providing the Services; and the trade dress and look and feel and template of any dashboard or reporting, provided by ArrowStream to Customer in any form. The ArrowStream name, all ArrowStream logos, and the product names associated with the ArrowStream Services are trademarks of ArrowStream, its licensors, or third parties, and nothing contained in these Terms shall be construed as conferring any rights to Customer therein. Customer shall not remove any trademark or logo from the Services. ArrowStream may, from time to time, in its sole discretion, make changes to any Services or portion thereof to the extent such changes do not materially decrease the overall functionality of the purchased Services.

3.2. Customer Restrictions. Customer is responsible for all activities conducted under its Users’ logins and for Users’ compliance with these Terms. Unauthorized use, resale, or commercial exploitation of the Services in any way is expressly prohibited. Customer shall not and shall not allow its Users or any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the Services; (b) access or use the Services in order to (i) build a competitive product or service; or (ii) for the purposes of conducting comparative analyses against other services, evaluations or product benchmarks; (c) copy, reproduce, modify, change, or alter the Services, or any part thereof; or (d) license, sell, transfer, make available, lease, or distribute, the Services to any third-party. Customer shall be liable for any breach of these Terms by any of its Users, affiliates or representatives. In addition to ArrowStream’s other remedies hereunder, ArrowStream reserves the right upon notice to Customer to immediately terminate any User’s right to access the Services if such User has violated any of the restrictions contained in these Terms.

4. DISCLAIMERS.

ArrowStream does not make any guarantee or other promise as to any results that may be obtained from data or recommendations contained in the Services, which are provided for information purposes only and are not intended to be used for specific trading strategies. Past financial results are not necessarily indicative of future performance. Neither the information, nor any opinion expressed constitutes a solicitation to buy or sell futures or options on futures contracts or OTC products. Trading commodities involves risk and Customer should fully understand those risks before executing any such commodity contracts. Without limiting the foregoing, ARROWSTREAM DISCLAIMS, AND CUSTOMER HEREBY WAIVES, ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, TO CUSTOMER OR TO ANY THIRD PARTY, CONCERNING THE SERVICES PROVIDED HEREUNDER.

5. LIMITATION OF LIABILITY.

As a user the Services, Customer agrees, as a condition precedent to Customer’s (and its Users’) use thereof, to release and hold harmless, the Covered Parties (as defined below) from any and all adverse consequences resulting from the use of the Services, including, but not limited to, losses resulting from the implementation of any investment-related information and trading methodologies or systems. “Covered Parties” is defined as ArrowStream or its affiliates, and each of their officers, directors, owners, employees and agents. Covered Parties shall not be liable for any direct, indirect, incidental, special or consequential damages of any kind, whatsoever (including attorney’s fees and lost profits or savings) in any way due to, resulting from, or arising in connection with the Services, regardless of any negligence of the Covered Parties including but not limited to technical inaccuracies and typographical errors. ArrowStream’s maximum aggregate liability arising out of or relating to these Terms or any Order Form, whether in contract, tort (including negligence) or any other form or cause of action, shall be limited to the total fees paid by Customer for the affected portion of the Services under the applicable Order Form during the twelve-month period immediately prior to the date the cause of action has accrued.

6. PRIVACY POLICY. The provision of the Services is subject to ArrowStream’s privacy policy at https://www.arrowstream.com/privacy-policy.

End of Terms.