Alpace

Terms of Service

Welcome to Alpaca. This website, all sub-sites and online/mobile services and tools are provided to you by AlpacaDB, Inc. (“Alpaca”, “we”, or “us”), subject to the following terms and conditions that may be published or amended from time to time by Alpaca (“Terms of Use”). We reserve the right to change or update these Terms of Use at any time by posting new Terms of Use on the Alpaca website or sub-sites. A hyperlink to the current Terms of Use will be posted on the bottom of our website pages and mobile services. Your continued use of Alpaca following the posting of changes to these Terms of Use will constitute your acceptance of those changes.

Through the AlpacaAlgo platform (“Algo”), we provide services and functions for you to research, build, and test investment strategies and trading algorithms (“Services”). Before you may begin using the Services, Alpaca requires that you read and accept these Terms of Use. By CLICKING THE “SUBMIT” BUTTON AT THE BOTTOM OF THE REGISTRATION APPLICATION, you signify that you have read, understood, and agree to be bound by these Terms of Use. If you do not agree to the terms and conditions of these Terms of Use, you may not use the Services.

In these Terms of Use we use the term “Services” also to include any supplemental features that we may offer through Algo to registered users from time to time. Your use of such supplemental features may be subject to additional terms (“Supplemental Terms”). We will present to you any Supplemental Terms for your consideration and acceptance prior to your registration for the applicable Services. If there is any conflict between these Terms of Use and any Supplemental Terms, then the provision(s) in the Supplemental Terms will take precedence with respect to your use of the applicable Supplemental Services, but solely to the extent of such conflict.

PLEASE READ THESE TERMS OF USE CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS OF USE CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

1. Eligibility

Algo is available only to: (a) registered users (“Users”); (b) individuals who are 18 years of age or older and who can enter into legally binding contracts under the applicable laws of the jurisdiction in which they reside or are domiciled; and (c) businesses who can enter into legally binding contracts under the applicable laws of the jurisdiction in which they are incorporated or conduct business, and their officers or agents who are authorized to enter into such contracts on their behalf. Alpaca may refuse to provide the Services or access to Algo to anyone or any entity at any time, in our sole discretion.

2. License to Use the Services

Subject to the terms and conditions of these Terms of Use, you are hereby granted a non-exclusive, limited, non- transferable, revocable license to use the Services as permitted by the features of the Services. Alpaca reserves all rights not expressly granted herein in the Services and the Algo Content (as defined below). Alpaca may terminate this license at any time for any reason or no reason.

You understand and agree that regardless of any terminology used, your use of the Services in any way represents a limited license right governed solely by the terms of these Terms of Use and available for distribution at Alpaca’s sole discretion. Your rights to access your account and any data stored by or on behalf of Alpaca on our servers are limited to the rights provided in these Terms of Use.

We may, without prior notice, change the Services, stop providing the Services or features of the Services, to you or to Users generally, or create usage limits for the Services. You agree that Alpaca has the absolute right to use, manage, regulate, control, modify and/or eliminate the Services or any functionality and data contained therein as it sees fit in its sole discretion, in any general or specific case, and that Alpaca will have no liability to you based on its exercise of such right. We may permanently or temporarily terminate or suspend your access to the Services without prior notice and liability for any reason, including if in our sole determination you violate any provision of these Terms of Use, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms of Use.

All data on Alpaca’s servers are subject to deletion, alteration or transfer. NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT ANY DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON ALPACA’S SERVERS MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN ALPACA’S SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. ALPACA DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON ALPACA’S SERVERS.

3. Algo Accounts

Your Algo account gives you access to the Services that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users and different types of accounts may provide different functionalities and levels of access to the Services (including any content available therein). If you open a Algo account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms of Use, and that you agree to these Terms of Use on the entity’s behalf. By connecting to Algo with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.

When creating your account, you must provide current, accurate and complete information, and you must keep this information current, accurate and complete. You must comply with all procedures related to the creation and maintenance of your account that may be designated by Alpaca from time to time on the Algo platform. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. If you sign in to Algo using a social networking account, you understand and agree that you are responsible for keeping your social networking account secure. You must notify Alpaca immediately of any breach of security or unauthorized use of your account, and follow any reasonable instructions issued by Alpaca. Alpaca will not be liable for any losses caused by any unauthorized use of your account.

You may control your User profile and how you interact with the Services by changing the settings in your profile page. By providing Alpaca your email address you consent to our using the email address to send you notices related to the Services, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Services, special offers and our email newsletter.

4. Social Networking Account

A Social Networking Account (“SNA”) such as Facebook or Google+ is a internet representation of you and is secured by a unique username and password. By signing in with your SNA to use the Services, you authorize us to retrieve and/or send such information as is necessary to complete the sign in process. This may include storing a unique authorization code, an “ID Token” that is necessary for your SNA to connect with the Services. To revoke this access, you must modify your SNA settings by taking the appropriate steps as set forth by your SNA provider. Alpaca makes no guarantee that we will continue to offer connections to your SNA or that the connection will be free from errors.

5. Prohibited Activities

You acknowledge and agree that you will not:

6. Our Proprietary Rights

The Services and all materials therein or transmitted thereby, including, without limitation, software, including software code generated as a result of Users’ use of the Services to build trading algorithms, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and content (the “Algo Content”), and all Intellectual Property Rights (as defined below) related thereto, are the exclusive property of Alpaca and its licensors. Except as explicitly provided herein, nothing in these Terms of Use shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Algo Content, or remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services, including any Algo Content or other content made available through the website or the Services. Use of the Algo Content for any purpose not expressly permitted by these Terms of Use is strictly prohibited. For the avoidance of doubt, and subject to your agreement not to undertake any of the prohibited activities identified in these Terms of Use, none of the foregoing prohibits you from separately recreating any investment strategies through the use of any third-party services.

For the purposes of these Terms of Use, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction throughout the world.

You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Alpaca under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Alpaca does not waive any rights to use similar or related ideas previously known to Alpaca, or developed by its employees, or obtained from sources other than you.

7. Privacy

We care about the privacy of our Users. You understand that by using the Services you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, located at https://www.alpaca.ai/privacy-policy/ , and to have your personally identifiable information collected, used, transferred to and processed in the United States.

8. Security

Alpaca cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

9. Third-Party Links and Information

The Services may contain links to third-party materials that are not owned or controlled by Alpaca. Alpaca does not endorse, recommend or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Services, you do so at your own risk, and you understand that these Terms of Use and Alpaca’s Privacy Policy do not apply to your use of such sites. You expressly relieve Alpaca from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Alpaca shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

10.Mobile Software

A.Mobile Software

We may make available software to access the Services via a mobile device (“Mobile Software”). To use the Mobile Software you must have a mobile device that is compatible with the Mobile Software. Alpaca does not warrant that the Mobile Software will be compatible with your mobile device. You may use mobile data in connection with the Mobile Software and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. Alpaca hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one Algo account on one mobile device owned or leased solely by you, as permitted by the features of the Services.

You may not: (a) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (b) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party; (c) make any copies of the Mobile Software; (d) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (e) delete the copyright and other proprietary rights notices on the Mobile Software.

You acknowledge that Alpaca may from time to time issue updated versions of the Mobile Software, and may automatically electronically update the version of the Mobile Software that you are using on your mobile device. You consent to such automatic updating on your mobile device, and agree that the terms and conditions of these Terms of Use will apply to all such updates. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and Alpaca or its third-party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms of Use, is void. Alpaca reserves all rights not expressly granted under these Terms of Use. If the Mobile Software is being acquired on behalf of the United States Government, then the following provision applies. The Mobile Software will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Service and any accompanying documentation by the U.S. Government will be governed solely by these Terms of Service and is prohibited except to the extent expressly permitted by these Terms of Service. The Mobile Software originates in the United States, and is subject to United States export laws and regulations. The Mobile Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Software and the Service.

B.Mobile Software from iTunes

The following applies to any Mobile Software you acquire from the iTunes Store (“iTunes-Sourced Software”):

C.Mobile Software from Google Play Store

The following applies to any Mobile Software you acquire from the Google Play Store (“Google-Sourced Software“). You acknowledge that the Agreement is between you and Alpaca only, and not with Google Inc. (“Google“). Your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service. Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software. Alpaca, and not Google, is solely responsible for its Google-Sourced Software. Google has no obligation or liability to you with respect to Google-Sourced Software or the Agreement. You acknowledge and agree that Google is a third-party beneficiary to the Agreement as it relates to Alpaca’s Google-Sourced Software.

11. Investment and Professional Advice Disclaimer

Alpaca provides you only with trading technology and can provide no investment, financial, regulatory, tax or legal advice. The Services are not investment advice and any observations concerning any security, investment strategy or trading instructions provided in the Services are not a recommendation to buy, sell or hold such investment or security or to make any other investment decisions. We offer no advice regarding the nature, potential value, risk or suitability of any particular investment strategy, transaction, security or investment.

Our Services are meant as an aid to assist you in your research and build of your financial organization. If investment, trading or other professional advice is required, the services of a competent, licensed professional should be sought. No employee, agent or representative of Alpaca is authorized to provide any such advice of any nature, and any such advice, if given, is in violation of Alpaca’s policies, is unauthorized and may not be relied upon.

Any use of the Services and any decisions made in reliance on the Services, including any trading or investment decisions or strategies, are made at your own risk. The use and interpretation of the Services require skill and judgment, and you must at all times exercise your own judgment in the use of the Services. The quality of any investment strategy you design or trading algorithm you build and of any information you receive in connection with such strategy or algorithm through your use of the Services depends on the adequacy of publicly available market data inputs that are chosen by you. You must carefully review the data inputs that you choose to design your trading strategies and build trading algorithms. Further, you must thoroughly review, test and vet the algorithm you build in order to experience how your algorithm will actually perform in a live environment. You understand that past performance is not a guarantee of future results.

All orders and/or execution trading services you use in connection with the Services are provided by independent broker-dealers and not by Alpaca. Therefore, you must have an existing brokerage account with a broker-dealer or establish one in order to use the Services to enter orders for the purchasing, and selling of investments and/or the implementing of any investment strategy or trading algorithm. Alpaca is not a broker-dealer, nor are we affiliated with any broker-dealer; further, we do not endorse or recommend the services of any broker-dealer. Not all broker-dealers can link with Alpaca, you understand that this limitation is not an endorsement or recommendation of any broker-dealers; the broker-dealers we link with are determined by whether that broker-dealer gives us access to their API. It is the sole responsibility of the broker-dealer where you maintain an account to provide its services to you and you understand and agree that we are not liable for any damages or costs of any type whatsoever in connection with those services including without limitation, trading losses and trading fees.

12. Risk Disclosure and Known Risks

You understand that the Services provide a complex tool that may execute trades in high volume and without regard to the cost to execute a trade, and that although your algorithm may indicate a profit, the cost of execution may in aggregate, amount to a loss. You agree that Alpaca is not liable for any losses you may incur in using the Services, whether due to the actual trades or due to order processing costs. We make no representation as to the practicality or feasibility of monitoring your algorithms and you knowingly and expressly agree to accept all risks in connection with your use of the Services. You understand that trading is inherently risky, whether in currencies, securities or other financial product and that trading with algorithms can multiply that risk further.

You understand that Algo has known risks that you must consider when making real money trades using this application and you understand that you assume all risks by using Algo and agree that Alpaca will not be liable for any damages, whether direct or indirect, as a result of your use of Algo. By using Algo, you understand and agree that Alpaca does not warrant or guarantee that Algo will have consistent or reliable integration or connection with your broker. YOU MUST UNDERSTAND AND ACCEPT THE RISKS ASSOCIATED WITH ALGO’S KNOWN ISSUES. ALGO’S API INTEGRTATION WITH THE BROKER MAY NOT ALWAYS BE RELIABLE, THIS MEANS FOR EXAMPLE, THAT WE MAY NOT BE ABLE TO TRACK YOUR POSITION RELIABLY AND ONE SUCH RESULT IS THAT THE ESTIMATION OF THE VALUE OF YOUR POSITION MAY NOT BE ACCURATE. IF YOU WANT TO EXECUTE A MANUAL TRADE, YOU MUST CONTACT YOUR BROKER DIRECTLY. ALGO MAY SHOW SUCH FEATURES IN ITS INTERFACE HOWEVER, YOU UNDERSTAND THAT WE MAKE NO GUARANTEE OF ANY FUNCATIONALITY IN THE MANUAL CONTROLS AND THAT IT IS YOUR SOLE RESPONSIBILITY TO TRACK AND DIRECT YOUR TRADES WITH YOUR BROKER.

It is your responsibility to understand your own risk tolerance, the amount of risk you are taking by using the Services, and to make your own decisions about if and how to use the Services according to your risk tolerance and you understand and agree to the terms as set forth in our Risk Disclosure, located at https://www.alpaca.ai/risk-disclosure/

13.Indemnity

You agree to defend, indemnify and hold harmless Alpaca and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to the Services, including any data or content transmitted or received by you; (b) your violation of any term of these Terms of Use, including without limitation your breach of any of the representations and warranties above; (c) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (d) your violation of any applicable law, rule or regulation; (e) any content that is submitted via your account including without limitation misleading, false, or inaccurate information; (f) your willful misconduct; or (g) any other party’s access and use of the Services with your unique username, password or other appropriate security code.

14.No Warranty

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ALPACA OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, ALPACA, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE OR PRODUCTS WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES. ALPACA DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND ALPACA WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS OF USE GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS OF USE WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

15.Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ALPACA, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL ALPACA BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALPACA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (G) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL ALPACA, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING $100.00.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ALPACA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS OF USE GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS OF USE WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Alpaca makes no representations that the Services are appropriate or available for use in locations outside the United States. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

16.Governing Law, Arbitration, and Class Action/Jury Trial Waiver

A.Governing Law. You agree that: (a) the Services shall be deemed solely based in California and (b) the Services shall be deemed to be passive, and do not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. These Terms of Use shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that these Terms of Use evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive laws of the State of California, any arbitration conducted pursuant to the terms of these Terms of Use shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Santa Clara County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Santa Clara County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

B.Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM ALPACA. For any dispute with Alpaca, you agree to first contact us at info@alpacadb.com and attempt to resolve the dispute with us informally. In the unlikely event that Alpaca has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms of Use, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Santa Clara County, California, unless you and Alpaca agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (a) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (b) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (c) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Alpaca from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.

C.Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS OF USE, YOU AND ALPACA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

17.General

A.Assignment. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Alpaca without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

B.Notification Procedures and Changes to Terms of Use. Alpaca may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Alpaca in our sole discretion. Alpaca reserves the right to determine the form and means of providing notifications to our Users. Alpaca is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Alpaca may, in its sole discretion, modify or update these Terms of Use from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the “last modified” date at the bottom of this page. Your continued use of the Services after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Services.

C.Entire Agreement/Severability. These Terms of Use, together with any amendments and any Supplemental Terms you may enter into with Alpaca in connection with the Services and any procedures designated by Alpaca on the AlpacaAlgo platform, shall constitute the entire agreement between you and Alpaca concerning the Services. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

D.No Waiver. No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Alpaca’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

E.Contact. Please contact us at info@alpacadb.com with any questions regarding these Terms of Use.

These Terms of Use were last modified on October 20, 2016.