Please read the following carefully.

All terms and conditions must be agreed to prior to use of this software.

Finclub (“Finclub”) reserves the right to modify the terms and conditions contained herein. Your use of the Finclub website and software (“Finclub Services”) constitutes YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF USE, as modified. IF YOU DO NOT UNDERSTAND AND/OR WISH TO ACCEPT THE TERMS AND CONDITIONS OF USE CONTAINED HEREIN, DO NOT USE THE FinClub SERVICES.

I. Accepting the Terms

User must first agree to the Terms. Users may not use the FinClub Services if they do not accept the Terms.

1. A User can accept the Terms by:
a. clicking to accept or agree to the Terms, where this option is made available by FinClub in the user interface for any FinClub Service; or
b. by actually using FinClub Services. In this case, User understands and agrees that FinClub will treat the use of FinClub Services as acceptance of the Terms from that point onwards.

2. A User may not use FinClub Services and may not accept the Terms if (a) User is not of legal age or in any other way lack capacity to form a binding contract with FinClub (b) User is a person barred from receiving FinClub Services under the laws of the United States or other countries including the country in which User resides or from which User accesses FinClub Services.

3. Before continuing, User should print off or save a local copy of the User Agreement’s Terms and Conditions for personal records.

II. Provision of FinClub Services

FinClub is constantly innovating in order to provide the best possible experience for its users. User acknowledges and agrees that the form and nature of FinClub Services may change from time to time without prior notice to User.

1. As part of this continuing innovation, User acknowledges and agrees that FinClub may stop (permanently or temporarily) providing FinClub Services (or any features within FinClub Services) to User or to users generally at FinClub’s sole discretion, without prior notice. User may stop using FinClub Services at any time. A User does not need to specifically inform FinClub when he/she stops using FinClub Services.

2. User acknowledges and agrees that if FinClub disables access to the account, User may be prevented from accessing FinClub Services, User account details or any files or other content which is contained in the User’s account

3. User acknowledges and agrees that while FinClub may not currently have set a fixed upper limit on the number of transmissions a User may send or receive through FinClub Services or on the amount of server activity used for the provision of any FinClub Service, such fixed upper limits may be set by FinClub at any time, at FinClub’s discretion.

4. User acknowledges that FinClub analyzes the behavior of all FinClub users. FinClub may from time to time use 3rd party research and technology to help analyze the customer behavior data.

III. Security Disclaimers

Nothing herein constitutes an offer or a solicitation for the purchase or sale of any security to any person in any jurisdiction in which such an offer or solicitation is not authorized. All purchases and sales of securities must and are made through a registered securities broker or dealer of the User’s choosing with whom the User has a contractual relationship and have agreed to and accepted such broker’s or dealer’s terms and conditions.

IV. Limitations of Liabilities & Warranty Disclaimers

1. FinClub shall not be liable for any errors or delays in the information, data, content, quotes, transactions, advertisements, and/or other material contained in, gathered by, used in, relied upon, and/or presented by FinClub (hereinafter collectively “Information and/or Services”)..

2. THE INFORMATION AND/OR SERVICES PROVIDED BY FINCLUB IN RELATION TO THE INFORMATION AND/OR SERVICES ARE PROVIDED ON AN “AS IS” BASIS. FINCLUB EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE INFORMATION OR SERVICE, IN NO EVENT WILL FINCLUB BE LIABLE TO ANY OTHER PARTY, INCLUDING ANY USER, FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF FINCLUB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR INDEMNIFICATION OBLIGATIONS, THE CUMULATIVE LIABILITY OF FINCLUB TO ANY OTHER PARTY, INCLUDING ANY USER, FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE FEES RECEIVED BY LICENSOR FROM SUCH PARTY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

V. Use of FinClub Services

In order to access certain FinClub Services, Users may be required to provide information about themselves (such as identification or contact details) as part of the registration process for FinClub Service, or as part of the continued use of FinClub Services. A User agrees that any registration information given to FinClub will always be accurate, correct and up to date.

1. Each User agrees to use FinClub Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

2. User agrees not to access (or attempt to access) any of FinClub Services by any means other than through the interface that is provided by FinClub, unless specifically allowed to do so in a separate agreement with FinClub. User specifically agrees not to access (or attempt to access) any of FinClub Services through any automated means.

3. User agrees to not engage in any activity that interferes with or disrupts FinClub Services (or the servers and networks which are connected to FinClub Services).

4. Unless User is specifically permitted to do so in a separate agreement with FinClub, User agrees not to reproduce, duplicate, copy, sell, trade or resell FinClub Services for any purpose.

5. User agrees to be solely responsible (and that FinClub has no responsibility to User or to any third party) for any breach of obligations under the Terms and for the consequences (including any loss or damage which FinClub may suffer) of any such breach.

VI. Passwords, Account Security and Privacy

1. User agrees and understands to be responsible for maintaining the confidentiality of passwords associated with any account used to access FinClub Services.

2. User agrees to be solely responsible to FinClub for all activities that occur under User’s account.

3. If User becomes aware of any unauthorized use of their password or of their account, User agrees to: (a) notify FinClub immediately at Contact Us and (b) change their password

4. For information about FinClub’s data protection practices, please read FinClub's privacy policy. This policy explains how FinClub treats User information and protects User privacy, when using FinClub Services.

5. User agrees to the use of User data in accordance with FinClub’s Privacy Statement.

VII. Proprietary Rights

FinClub Services, including all contents, are protected as a collective work and/or a compilation, as the case may be, to the maximum extent permitted by copyright and/or any other applicable law and/or international treaty (“Intellectual Property Protection Laws”). User acknowledges and agrees that FinClub (or FinClub’s Licensors) own all legal right, title and interest in and to FinClub Services, including any intellectual property rights which subsist in FinClub Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

1. Unless agreed otherwise in writing with FinClub, nothing in the Terms gives a User a right to use any of FinClub’s trade names, trademarks, service marks, logos, domain names, or any other distinctive brand features.

2. User agrees not to remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within FinClub Services.

3. Unless expressly authorized to do so in writing by FinClub, User agrees that in using FinClub Services, User will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

4. User agrees not to use the Information and/or FinClub Services in any manner that could compete with FinClub.,

VIII. License from FinClub

1. FinClub gives the User a limited, non-assignable and non-exclusive license to use the software provided by FinClub as part of FinClub Services. This license is for the sole purpose of enabling the User to use and enjoy the benefit of FinClub Services as provided by FinClub, in the manner permitted by the Terms.

2. User may not (and may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless given prior written permission to do so by FinClub.

3. Unless FinClub has given User specific prior written permission to do so, User may not assign (or grant a sub-license of) rights to use the Software, grant a security interest in or over rights to use the Software, or otherwise transfer or encumber any part of rights to use the Software.

4. FinClub owns and retains all proprietary rights in FinClub Services. Data as part of FinClub Services may contain copyrighted material and other proprietary information of FinClub and its Licensors. The provision of FinClub Services does not transfer to User or any third party any rights, title or interest in or to such intellectual property, including, without limitation, any intellectual property rights in any FinClub or third-party content.

IX. Data Subscriptions and Payment

1. Subscription Fees. The Subscription Fee will remain fixed during the Subscription Term unless User:
a. upgrades products or base packages, or
b. subscribes to additional services or products.

2. Payment by credit card. If User pays by credit card, User authorizes FinClub to charge User’s credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

3. Payment against invoice. If User pays by invoice, FinClub will invoice User no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when additional fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified.

4. Payment Information. User will keep contact information, billing information and credit card information (where applicable) up to date. All payment obligations are non- cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance for the entire Subscription Term, uncles otherwise agreed in writing.

5. Exchange Fees and Sales Tax. All Subscriptions are exclusive of Exchange Fees and taxes, which FinClub will charge as applicable, or include in its invoices, as the case may be. User agrees to pay any Exchange Fee applicable to the use of FinClub Services. User agrees to pay any taxes applicable to the use of FinClub Services and any additional services of products if applicable. User shall have no liability for any taxes based upon FinClub gross revenues or net income. If User is located in the European Union, all fees are exclusive of any VAT and User represents that s/he is registered for VAT purposes in their member state. At FinClub’s request, User will provide FinClub with the VAT registration number under which User is registered in their member state. If User is subject to GST, all fees are exclusive of GST. If User is required to deduct or withhold any tax, User must pay the amount deducted or withheld as required by law and pay FinClub the full amount of payment due as if there were no deduction or withholding.

X. Limitations and Prohibited Use of FinClub

AAs an expressed condition of using FinClub, User agrees to not use the website and/or software and/or the Information and/or FinClub Services for any purpose that is unlawful or that is prohibited by these conditions and terms. Further, User agrees to determine that the use of FinClub to connect to and/or utilize information and/or services of User’s securities broker or dealer is not prohibited by User’s securities broker or dealer. FinClub may only be used by a User located in a jurisdiction, state, county, province, territory, and/or country where such Information and/or FinClub Services are allowed by (a) the jurisdiction, state, country, province, territory, and/or country, and (b) the United States.

XI. Restriction on and/or Termination of Access

1. Term. This License commences on the date User first licensed FinClub Services and will continue for the Subscription Term, as selected by User in the payment process. It will be automatically renewed for an additional Subscription Term unless and until terminated pursuant to this Section XI. FinClub may notify User that a License will not be renewed for an additional Subscription Term at any time.

2. Termination. There is no Early Termination; No Refunds. The Subscription Term will end on the expiration date and User cannot cancel it before its expiration. FinClub does not provide refunds if User decides to stop using FinClub Services during the Subscription Term. If User wishes to terminate this License, notify FinClub in writing. Upon FinClub’s receipt of User’s request, the subscription to FinClub Services will no longer automatically renew and will expire at the end of the then-current Subscription Term.

3. Termination for Breach. Either party may terminate this Agreement for cause, as to any or all FinClub Services: (i) upon a thirty (30) days notice to the party that committed a material breach if such a breach remains uncured at the expiration of such period, or (ii) immediately, if the breaching party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. FinClub may also terminate this Agreement for cause upon a thirty (30) days notice if FinClub, in its sole discretion, determines that User directly or indirectly caused or may cause any kind of damages to FinClub, its prospects, or its customers. This Agreement may not be terminated otherwise prior to the end of the Subscription Term.

4. Suspension. FinClub may suspend User’s access to the data if User is in breach of this License. FinClub reserves the right, in its sole discretion, to restrict, suspend or terminate User’s access to any and/or all of the Information and/or FinClub Services at any time without prior or subsequent notice to User.

5. Survival. Sections 4, 8.4, 11.5 will survive the expiration or termination of this License. Upon termination, User will delete all copies of FinClub Services and its data in User’s possession.

XII. Simulated Performance Disclaimer for A.I. System

1. In addition to the Limitations of Liabilities described in Section 4, User understands that the A.I. System, (referred to as “Daily List”), Allocation tools, and results shown herein are for informational purposes only. All the information included herein should not be considered as a recommendation to buy, sell or hold any security or use any trading system.

2. User understands that FinClub is not responsible for any losses that may result from whatever action you elect to take based on your use of FinClub Services including the Daily List & Allocation software. The Daily List & Allocation software may highlight different types of systems or algorithms from which User may choose to execute trades. Any type of system or algorithm User elects bears certain risks, along with the inherent financial risks related to investing in the stock market.

3. When trades are executed in real market conditions using market orders, User may suffer financial losses due to market instability and/or volatility which may cause the market to move against User’s position. Therefore, a decision to trade in the stock market is made at User’s own risk and responsibility. It is strongly recommended that User does their own research prior to commencing trading.

4. Daily List & Allocation systems assume trades occur with at least one share with no consideration for partial fills, nor increased market order slippage. Therefore, User’s actual trading results may not match the results displayed in the Daily List or Allocation panel.

5. Hypothetical or simulated performance results have certain inherent limitations. Unlike an actual performance record, simulated results do not represent actual trading. Also, since the trades have not actually been executed, the results may have under- or over-compensated for the impact, if any, of certain market factors, such as lack of liquidity. Simulated trading programs in general are also subject to the fact that they are designed with the benefit of hindsight. No representation is being made that any account will or is likely to achieve profits or losses similar to those shown.

XIII. Jurisdiction and Law that Applies to Agreement

This Agreement shall be governed and construed in accordance with the law of the State of Texas and the United States User agrees to submit itself to the jurisdiction of the state courts located in Brazos County, Texas, United States (or, if there is exclusive federal jurisdiction, the United States District Court for the Southern District of Texas, Houston Division) with respect to any legal proceedings that may arise in connection with FinClub, the Information and/or FinClub Services, and/or any dispute regarding this Agreement.

XIV. Arbitration

Any controversy, claim or dispute arising out of or relating to this Agreement, shall be settled solely and exclusively by binding arbitration in College Station, Texas. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of JAMS/Endispute (“JAMS”), with the following exceptions if in conflict: (a) one arbitrator shall be chosen by JAMS; (b) each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS’ rules and regulations) of the proceedings has been given to such party. Each party shall bear its own attorney’s fees and expenses. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided however, that nothing in this subsection shall be construed as precluding the bringing an action for injunctive relief or other equitable relief. The arbitrator shall not have the right to award punitive damages or speculative damages to either party and shall not have the power to amend this Agreement. The arbitrator shall be required to follow applicable law. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.