Terms & Conditions
Date of Last Revision: January 01, 2020
Acceptance of Terms.
Chartlog Inc. (“Chartlog”, “we” or “our”) provides its Services (as defined below or in an ancillary agreement) to you (“you” or “your”) which are exclusively governed by these Terms & Conditions (“Agreement”). By accepting this Agreement, by accessing or using the Services, or clicking through on our website, you acknowledge that you have read, understood, have the authority to, and agree to be bound by this Agreement. The terms of your Order shall not modify this Agreement. If you are an individual, you certify that you are 18 years of age or older. If you are entering into this Agreement on behalf of your customer, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “you” or “your” shall also refer to such entity and its affiliates. If you do not have such authority, or if you do not agree to be bound by this Agreement, you must not accept this Agreement and may not use the Services.
We may change or revise this Agreement at our discretion. If any change or revision to this Agreement is not acceptable to you, your only remedy is to stop using the Services and send a cancellation email to firstname.lastname@example.org. Otherwise, you will be bound by the changed or revised terms. Chartlog may change or revise this Agreement from time to time by providing ten (10) days prior notice either by emailing the email address associated with your account, by posting a notice on the its website at www.chartlog.com or by providing notice on the Chartlog Platform (as defined below) (“Notice”). You can review the most current version of this Agreement at any time here or by logging into your account on the Chartlog Platform. Your use of the Services ten (10) days after this Notice shall constitute full acceptance of the revised or changed terms.
You must register for the Services. As part of the registration process, you will identify an email address and password for your account (“Account”). You may use the email address and password to create standard users (each with a user password).
Description of Service.
The “Services” include, without limitation, (a) Access to the importing software to connect with a third-party trading platform or broker to upload your trading data to the Chartlog Platform (b) Access to the Chartlog Platform to be able to journal and analyse your uploaded trading data.
Access to and Use of the Services – Your Obligations.
Subject to the terms and conditions of this Agreement, you may access and use the Services only for lawful purposes. All rights, title and interest in and to the Services (including all intellectual property rights) will remain with and belong exclusively to Chartlog. You shall not (i) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Services available to any third party; (ii) use the Services in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Services, or (iii) modify, adapt or hack the Services, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks. You shall comply with any codes of conduct, policies or other notices Chartlog provides you or publishes in connection with the Services, and you shall promptly notify Chartlog if you learn of a security breach related to the Services.
Any software made available to you by Chartlog in connection with the Services (“Software”), including but not limited to the Chartlog Platform, contains our proprietary and confidential information that is protected by applicable intellectual property laws and this Agreement. Chartlog hereby grants you a non-transferable, non-sublicensable and non-exclusive right and license (“License”) to use the object code of any Software and Content on a single device solely in connection with the Services, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any Content or right in any Software. You agree not to access the Services by any means other than through the interface that is provided by Chartlog. Any rights not expressly granted herein are reserved and no license or right to use any trademark of Chartlog or any third party is granted to you in connection with the Services. The License may be terminated immediately at Chartlog’s sole discretion and shall, in any event, terminate upon the termination or expiration of this Agreement.
You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store in connection with or relating to the Services (“Your Content”). For every email sent outside of your organization via the Services, you acknowledge and agree that Chartlog shall have the right to automatically add an identifying footer in accordance with our standard policies then in effect. You agree to cooperate with and provide reasonable assistance to Chartlog in promoting and advertising the Services.
You are solely responsible for maintaining the confidentiality of your login, password, Your Content and account and for all activities that occur under your login or account. Chartlog reserves the right to access your account in order to respond to your requests for technical support. By posting Your Content on or through the Services, you hereby do and shall grant Chartlog a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content. Chartlog has the right, but not the obligation, to monitor the Services, Content, or Your Content. You further agree that Chartlog may remove or disable any Content (including Your Content)at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or Your Content), or for no reason at all.
You understand that the operation of the Services, including Your Content, may be unencrypted and involve (i) transmissions over various networks; (ii) changes to conform and adapt to technical requirements of connecting networks or devices and (iii) transmission to Chartlog’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Chartlog will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content, and you will indemnify and hold Chartlog harmless for any claims, damages or liability related to Your Content.
You own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Chartlog to perform its obligations) in connection with the Services without obtaining any further releases or consents; Your Content and other activities in connection with the Services, and Charlog’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.
You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Your Equipment”). You shall be responsible for ensuring that Your Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in Chartlog’s published policies then in effect. You shall also be responsible for maintaining the security of the Your Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or Your Equipment with or without your knowledge or consent.
You have no right to access our physical facilities or property. Under no circumstances, and at no time, during the Term of this Agreement or after, are you permitted to enter Chartlog’s facilities, or premises without prior express written notice by us.
Chartlog reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on Chartlog’s website and in other communication with existing or potential Chartlog customers. To decline Chartlog this right you need to email email@example.com stating that you do not wish to be used as a reference.
Chartlog may (but has no obligation to) provide technical support services, through email in accordance with our standard practice. Chartlog bears no liability for such technical support services.
Service Fees You Will Owe.
“Service Fees” are the fees for any Services and any third-party fees.
You shall pay the following Service Fees (unless modified by a Service Level or Volume Agreement):
A $29.99 fee per month if you subscribe to the Chartlog Pro subscription as an monthly subscription.
A $239.88 fee per year if you subscribe to the Chartlog Pro subscription as an annual subscription.
Chartlog reserves the right to adjust its pricing in response to currency fluctuations, including but not limited to, currency conversation rate changes, conversion fee changes, and/or discount rate changes.
You acknowledge and agree that all Service Fees, charges, and any other rates or amounts charged by Chartlog to you hereunder are exclusive of applicable value added, sales/use or inventory, CDT (as defined in this Agreement) and service taxes (“Transaction Taxes”) which may be levied in connection with the supply by Chartlog of the Services to you.
All dollar amounts stated in this Agreement and the website will be in US dollars unless otherwise specified.
Failure to promptly pay Service Fees is a material breach of this Agreement and Chartlog may immediately suspend Services if prompt payment is not made by You. All Service Fees shall be payable as set forth in this Agreement. Time is of the essence for your payment obligations to us.
Your Data Rights.
You retain all right, title and interest in and to Your Data, other than the limited rights expressly granted in this Section 6. For purposes of this Agreement, “Your Data” means any and all information collected and/or stored by or on behalf of Chartlog in connection with your use of the Services, excluding data and information relating to the operation and/or performance of the Chartlog Platform.
You hereby grant Chartlog the non-exclusive right and license to (i) copy, use, modify, distribute, display and disclose Your Data solely to the extent necessary to provide the Services to you pursuant to the Agreement, (ii) copy, modify and use Your Data in connection with internal operations and functions, including, but not limited to, operational analytics and reporting, financial reporting and analysis, audit functions and archival purposes and (iii) copy, use, modify, distribute, display and disclose Your Data on an aggregate and anonymous basis for marketing purposes.
Payment Method and Liens.
Payment processing for Services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Service Agreement”) set forth at _______. By agreeing to this Agreement or continuing to operate as a User on the Services, you agree to be bound by the Stripe Service Agreement, as the same may be modified by Stripe from time to time. As a condition of Chartlog enabling payment processing Service through Stripe, you agree to provide Chartlog accurate and complete information about you and your business, and you authorize Chartlog to share it and transaction information (including User Data) related to your use of the payment processing Service provided by Stripe.
Unless otherwise specified by Chartlog, Stripe will collect payment from you via credit card or ACH for Service Fees due on a daily, weekly or monthly basis depending on the account set-up; if necessary, payment may instead be collected at a later point. Chartlog cannot control any fees that may be charged to you by your bank related to Stripe’s collection or disbursement of such payment, and Chartlog disclaims all liability in this regard.
When you use the Services, all charges for the Services and any additional fees payable to Chartlog will be immediately charged to the credit card associated with your Stripe account. You agree to pay Chartlog the amount that is specified in accordance with this Agreement. If you dispute any charges you must let Chartlog know within thirty (30) days after the date that Chartlog invoices you.
If your Service Fees (or any other amounts owed Chartlog) remain unpaid for a period greater than 30 days, then Chartlog reserves the right, at its sole discretion, to terminate this Agreement, suspend its performance, and/or reclassify your Account as an “Abandoned Account.” Additionally, any Account that remains unpaid for greater than 60 days will automatically be deemed an Abandoned Account.
You have the right to terminate this Agreement at any time, provided you do not have a balance due and owing (other than any amounts subject to a good faith dispute) by sending a termination request to firstname.lastname@example.org. Subject to earlier termination as provided below, Chartlog may terminate, at its discretion and without cause, this Agreement at any time by providing thirty (30) days prior notice to the administrative email address associated with your Account. In addition to any other remedies we may have, Chartlog may also terminate this Agreement upon thirty (30) days’ notice (or ten (10) days in the case of nonpayment) if you breach any of the terms or conditions of this Agreement. The termination of this Agreement shall constitute a termination of any Service Level Agreement or Volume Agreement. Chartlog reserves the right to immediately modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) if you are in breach of this Agreement. All of Your Content (if any) may be permanently deleted by Chartlog upon any termination of your account in Chartlog’s sole discretion.
DISCLAIMER OF WARRANTIES.
The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Chartlog or by third-party providers, or because of other causes beyond our reasonable control. Chartlog shall use reasonable efforts to provide advance notice in writing or by email of any Services disruption. Chartlog shall not be liable for any such unavailability or disruption of Services.
THE SERVICES, INCLUDING THE CHARTLOG PLATFORM AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND CHARTLOG EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS OR ANY ANCILLARY AGREEMENT, YOU ACKNOWLEDGE THAT CHARTLOG DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES CHARTLOG MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, COMPANY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW UNDER THE TERMS OF THIS AGREEMENT.
LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, BY STATUTE OR OTHERWISE) SHALL CHARTLOG BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, OR LOST DATA. FOR AVOIDANCE OF DOUBT.
You shall defend, indemnify, and hold harmless Chartlog from and against any claims, actions or demands, liabilities (including court costs and attorney’s fees), tax obligations, fines and penalties, including without limitation reasonable legal and accounting fees and expenses, arising or resulting from your breach of this Agreement, any of Your Content, your negligence, fault, omissions or willful misconduct, your fraud or the misrepresentation in connection with the Services, or your access, contribution to, use or misuse of the Services (“Claims”). Chartlog shall provide notice to you of any claim. Chartlog reserves the right to assume the exclusive defense and control of any third-party Claims which are subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Chartlog’s defense of such Claim. This indemnity shall include, without limitations, all Claims in tort, contract, by statute or otherwise, including Claims for personal injury (including death) and actual or tangible property damage.
You may not assign this Agreement without the prior written consent of Chartlog, but Chartlog may assign or transfer this Agreement, in whole or in part, without restriction.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect, and enforceable. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, representation and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Except as specifically set forth in this Agreement (or a Volume Agreement or Service Level Agreement), the terms of this Agreement shall take precedence over any contrary or conflicting terms in any other agreement. The failure of Chartlog to exercise or enforce any right or provision of this Agreement shall not be a waiver of that right. You acknowledge that this Agreement is a contract between you and Chartlog, even though it is electronic and is not physically signed by you and Chartlog, and it governs your use of the Services. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Chartlog in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement or otherwise, the substantially prevailing party will be entitled to recover its costs, expenses and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
Governing Law – Prevailing Party in Litigation.
This Agreement and all Claims or disputes between the parties shall be governed by the laws of the State of Delaware without regard to its conflicts of law provisions. All Claims, lawsuits, causes of action and disputes between us shall be exclusively brought in the State or Federal Court located Delaware. The parties submit to the exclusive personal jurisdiction and venue of these courts. The substantially prevailing party in any dispute or litigation between us, including those related to this Agreement or the Services, shall be awarded their reasonable court costs, expenses and reasonable attorneys’ fees.