PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING OUR SERVICES OR BY PURCHASING A SUBSCRIPTION TO OUR SERVICES, YOU AGREE TO BE LEGALLY BOUND TO ALL OF THE TERMS, PROVISIONS AND CONDITIONS SET FORTH BELOW.
YouCanTrade.com, SheCanTrade.com and any similar offerings by You Can Trade, Inc. (collectively, “YouCanTrade”) are solely educational, news and entertainment media publications that seek to provide a marketplace of potentially actionable investment and trading ideas, demonstrations and informational tools to the self-directed investment community. You may find some of these ideas, demonstrations and informational tools interesting (or not), or insightful (or not), or actionable (or not). As a self-directed investor or trader, that is up to you. We have no interest or stake in what you like or appreciate, what decisions you make, or what information you may decide to act upon (if any). We give everyone who subscribes the same content, ideas and informational tools which they have subscribed for (there may be different kinds and levels of subscription) and do not customize them for you or any other subscriber.
You see, we are not an investment, trading or financial adviser or pool, broker-dealer, futures commission merchant, investment research company, digital asset or cryptocurrency exchange or broker, or any other kind of financial or money services company. We do not give any investment, trading or financial advice, or research analyses or recommendations, or make any judgments, hold any opinions, or make any other recommendations, about whether you should purchase, sell, own or hold any security, futures contract or other derivative, or digital asset or digital asset derivative, or any class, category or sector of any of the foregoing, or whether you should make any allocation of your invested capital between or among any of the foregoing. All of that is up to you, and your own judgments. Think of us like you would an electronic or web trade magazine or newsletter with (hopefully) great ideas, illustrations and examples delivered in (again, hopefully) a timely fashion to act upon should you so choose.
More specifically on that last point, please understand that any informational tools we provide (whether actual live trading demonstrations, actual or hypothetical historical performance results, or lists or rankings that rate from “highest to lowest,” “more likely to less likely,” or “outperform and underperform,” or other investment ideas, formulas or models based on specific conditions or facts) which produce actual trading or investment results (whether favorable or unfavorable), or seek to quantify probability, are intended in no manner to predict or recommend actual investment or trading outcomes for you or anybody else, and none should be implied. Remember, there are numerous variables which can affect actual outcomes when you decide to invest or trade, including things like new or unforeseen political, weather, geographical and market events, trade liquidity at different times, and other technical and fundamental factors which will not be part of the specific idea analysis we are showing or demonstrating to you. In other words, when we demonstrate a potential or actual outcome it is typically based solely on an isolated formula or set of objective facts to the exclusion of all other potentially relevant variables and factors. Accordingly, these ideas about possibility or probability of outcome should be read as nothing more than information we believe you might find useful as one factor in thinking about your own decisions based solely on your own judgments, including your evaluation of your investment comfort and risk profile (as a self-directed investor, only you can do that). You should also be aware as a general matter that past performance, whether actual or indicated by historical tests of strategies, is never a guarantee of future performance or success. And please remember, even an actual result that has occurred minutes before you make a trading decision is past performance and may not, and often does not, repeat.
As mentioned earlier, we provide the same information to anyone in the public who purchases a subscription, or a particular subscription (again, we will likely offer more than one kind), and we do not customize the information we provide for any specific person. Your subscription fee covers all of our services provided from time to time under the subscription or subscriptions you choose (if we offer more than one choice), and will not vary based on the types, categories, approaches or formats of the information or service provided, even if certain types, categories, approaches or formats increase or decrease in frequency, content or scope, or are otherwise modified in any such regard, or are eliminated. If any such change occurs your sole right is to cancel your subscription according to the terms of your subscription agreement.
Any ideas presented by any guest speakers, educators or commentators are purely their own, and we in no manner approve of, support or endorse any such ideas discussed by a guest speaker or any other third party whose ideas or methods are made available to you by YouCanTrade. As we have said, we don’t even endorse our own ideas, including those of any speakers or demonstrators who are employed by or affiliated with us.
More specifically on that last point, you will likely see on YouCanTrade sites, apps, displays or communications separate “channels” for which you have the opportunity to subscribe and that are hosted by speakers, educators and commentators we engage as independent contractors to enrich our educational and news content and related entertainment content services to the public. Should you decide (and only you can decide) to buy one of these subscriptions (as the case may be, an “Educator Subscription”), you acknowledge, accept and agree that the individual or company you engage for an Educator Subscription (the “Engaged Educator”) is not a licensed financial or investment adviser, or permitted to give you any personal financial, investment or trading advice for which a license is required, and neither YouCanTrade, nor any of its affiliates, approve of, support or endorse any Engaged Educator or the ideas, methods, content or demonstrations presented or discussed by the Engaged Educator. Solely you must determine if you are comfortable with an Educator Subscription and Engaged Educator, including you performing any due diligence or other research or exploration solely you deem important or relevant. All of your payment obligations regarding any such Educator Subscription shall be solely between you and YouCanTrade, pursuant to your subscription agreement with YouCanTrade, and you will not, by signing up for an Educator Subscription, be creating or establishing a contractual or other business relationship with any such Engaged Educator, and you should inform us promptly if any Engaged Educator tells you otherwise or seeks to establish a separate, other or new contractual or business relationship with you of any kind.
YouCanTrade is owned by You Can Trade, Inc., an educational and news content company incorporated in the State of Florida. All content and services under your subscription, or on YouCanTrade sites, apps or other displays, are presented solely by You Can Trade, Inc. and not any affiliated company. You Can Trade, Inc. is an affiliate of (a) TradeStation Securities, Inc. (“TradeStation Securities”), a licensed broker dealer and futures commissions merchant (Member NYSE, FINRA, SIPC, CME and NFA) which offers online brokerage services to self-directed investors and traders for stocks, ETFs, security and index options, commodity and financial futures, and futures options, and (b) TradeStation Crypto, Inc. (“TradeStation Crypto”), an online cryptocurrencies broker registered with FinCEN and applicable money service business or money transmitter state agencies or authorities.
Our affiliates, TradeStation Securities and TradeStation Crypto, have asked us to notify you of the following:
If you are a YouCanTrade subscriber, and also happen to be, or become, a brokerage customer of TradeStation Securities or TradeStation Crypto (or both), you acknowledge and accept that all ideas, content and other informational tools from YouCanTrade you may decide to use in connection with your TradeStation Securities and/or TradeStation Crypto brokerage account(s), including if you are given the ability to access and use, on a manual, automated or other interactive basis, such YouCanTrade ideas or tools from YouCanTrade or within or from your TradeStation Securities and/or TradeStation Crypto brokerage platform(s) or any other TradeStation-branded online center, screen, app or site, are still being provided to you solely by YouCanTrade, and not in any manner by TradeStation Securities or TradeStation Crypto or any other TradeStation affiliate. Any such use by you of such YouCanTrade content, ideas or tools does not create any rights or obligations between you and TradeStation Securities or TradeStation Crypto regarding such use or their results relating to your TradeStation Securities and/or TradeStation Crypto brokerage account services. Please remember that neither TradeStation Securities, nor TradeStation Crypto, gives advice or makes recommendations, provides investment banking services or underwrites offerings, manages accounts or engages in proprietary trading for its own account or makes markets (other than, with respect to TradeStation Crypto, using matching engines to fulfill customer trade orders between customers, or between customers and third-party liquidity providers). No content, ideas or informational tools published by YouCanTrade or provided to you under a YouCanTrade subscription is endorsed by TradeStation Securities, TradeStation Crypto or any other YouCanTrade affiliate).
1. Parties; Services
The parties to this Subscription Agreement (this “Agreement”) are you and You Can Trade, Inc. (including its successors and assigns, “YCT,” “we,” “us” or “our”). For purposes of this Agreement, “Services” means the services available to you using YCT’s online web application, mobile-based version of such web application, and any future or other applications or “apps” that YCT may provide.
You represent and warrant that you are of legal age to form a binding contract (at least 18 years old in the United States) and have full power and authority to enter into this Agreement. If you use the Services on behalf of an entity (for example, as a managing member of a limited liability company, a general partner of a general or limited partnership or the officer of a corporation), you further represent and warrant that (a) you are authorized to bind that entity to this Agreement; (b) all references in this Agreement to “you” refer to you and that entity; and (c) that entity agrees to be responsible for you and any other user who accesses the Services on its behalf, including for your and their compliance with this Agreement.
3. Account Security and Information
You are only permitted to access the Services using your login credentials. You acknowledge that you are solely responsible for maintaining the security, control and confidentiality of your login credentials, including username and password, and any other login-related credentials or information, such as security questions and answers. In addition, you are solely responsible for maintaining your account information with us up to date so that you can receive important notices or alerts we may send you about your subscription.
4. Privacy Notice
You acknowledge that we may use and disclose personal information about you and your subscription in accordance with applicable law, this Agreement and our Privacy Notice which, among other things, permits YCT to share that information with its affiliates who may use it to market their services to you. For more information on the types of personal information that we collect and how we use and share your information, please see our Privacy Notice, which is available on www.youcantrade.com.
5. Acceptable Use
You may use the Services only for lawful purposes and in accordance with this Agreement. Without limiting any other provision of this Agreement, you agree that you will not:
(a) Use the Services in any way that is fraudulent or violates any applicable law;
(b) Engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us in our sole discretion, may harm YCT or any of its affiliates or any of their respective customers or expose them to any liability;
(c) Engage in any conduct that could in any manner disable, overburden, damage or impair the Services or interfere with any other party’s use of the Services;
(d) Reverse engineer any aspect of the Services or do anything that could discover the source code of any of the Services or software used therein;
(e) Violate, infringe or misappropriate any intellectual property right or other third-party right, or engage in any conduct that constitutes a tort;
(f) Reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell, rent, lease, timeshare or otherwise commercially exploit the Services (including any content contained therein), in whole or in part, except as expressly permitted by this Agreement;
(g) Delete or alter any copyright, trademark or other proprietary rights notices from the Services, in whole or in part;
(h) Develop any third-party application that interacts with the Services without our prior written consent;
(i) Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including, but not limited to, monitoring or copying any of the content available in the Services;
(j) Use any manual process to monitor or copy any of the content available in the Services for any unauthorized purpose without our prior written consent;
(k) Use any device, software or routine that interferes with the proper functioning of the Services;
(l) Introduce any viruses, Trojan horses, worms, logic bombs or other material that is malicious or technologically harmful to the Services;
(m) Attempt to gain unauthorized access to, interfere with, damage or disrupt any part of the Services or any server, computer or database used by the Services;
(n) Attack the Services via a denial-of-service attack or a distributed denial-of-service attack; or
(o) Otherwise interfere with, or attempt to interfere with, the proper functioning of the Services.
In addition to the foregoing restrictions, you agree to comply with the User Agreement (Websites, Electronic Services, Social Media and Education), which applies to users of the websites and services of all TradeStation companies, including YCT. The User Agreement (Websites, Electronic Services, Social Media and Education) is available on www.youcantrade.com.
6. Assumption of Risk; Technical Issues or Extraordinary Events
You agree that YCT will not be liable or otherwise responsible for any equipment or software failure, software design limitation or flaw, software bug or virus, failure of any internet service provider, operator error, failure of any electronic or mechanical equipment, hardware, communication system or other system, or any component thereof, telephone or other interconnect problems, unauthorized access, theft, security breach, government restriction, war, terrorism, cyberterrorism or strike or other labor dispute or other events or circumstances beyond YCT’s reasonable control. Without limitation of the foregoing, this includes any of the foregoing conditions, items, events or occurrences that might prevent you from utilizing, or that may limit or corrupt the use of, the Services. To the fullest extent permitted by applicable law, you fully assume all risks related to each and every one of the foregoing conditions, items, events and occurrences.
7. Intellectual Property Rights
The Services and their entire contents, features and functionality (including, but not limited to, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) are owned by YCT, or its licensors or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. Solely with respect to these matters, such licensors or providers to YCT, if they are affiliates of YCT, are express third-party beneficiaries of this Agreement. This Agreement permits you to use the Services for your personal, non-commercial use only. No right, title or interest in or to the Services (or any content contained therein) is transferred to you, and all rights not expressly granted to you are reserved by YCT and its licensors and other providers. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit the Services (including any content contained therein), in whole or in part, except as follows:
- Your mobile device or computer may temporarily store copies of such materials incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your mobile device or web browser for display enhancement purposes.
- If we provide mobile, desktop or other applications for download, you may download a single copy to your mobile device or computer solely for your own personal, non-commercial use, subject to the terms and conditions of this Agreement.
- If we provide social media features with certain content, you may take such actions as are enabled by such features.
The names of YCT and each of its affiliates and all related names, logos, product and service names, designs and slogans are trademarks of YCT or its affiliates or licensors. You may not use such marks without the prior written permission of YCT. All other names, logos, product and service names, designs and slogans used in the Services (and any content contained therein) are the trademarks of their respective owners.
If you or anyone on your behalf sends or transmits any communications or materials to YCT or any of its affiliates by mail, email, telephone or otherwise, suggesting or recommending changes to the Services or otherwise relating to YCT or the Services, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions or the like (collectively “Feedback”), all such Feedback is and will be treated as non-confidential. You hereby irrevocably assign to YCT all right, title and interest in, and YCT is free to use without any attribution or compensation to you or any third party, any and all ideas, know how, concepts, techniques and other intellectual property rights contained in the Feedback, for any purpose whatsoever; however, YCT is not required to use any Feedback.
10. Third-Party Content
11. Disclaimer of Warranties
You acknowledge and agree that neither YCT nor its affiliates or any of their respective employees or agents makes any representation or warranty with respect to any of the Services. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN AS-IS, WHERE-IS, AS-AVAILABLE BASIS AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, TIMELINESS, TRUTHFULNESS, COMPLETENESS, ACCURACY, OR FREEDOM FROM ERROR OR INTERRUPTION), OR ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
12. Limitations of Liability
YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YCT AND ITS AFFILIATES SHALL NOT HAVE ANY LIABILITY TO YOU FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES OR LOSSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF YOU HAVE INFORMED YCT OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR LOSSES. YOU FURTHER KNOWINGLY AND VOLUNTARILY AGREE THAT YCT’S AND ITS AFFILIATES’ MAXIMUM, CUMULATIVE, AGGREGATE LIABILITY TO YOU FOR, OR WITH RESPECT TO, ANY CLAIM OR CAUSE OF ACTION YOU HAVE OR MAY HAVE IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR SUBSCRIPTION OR THE SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, MAY NOT EXCEED THE TOTAL FEES YCT HAS RECEIVED FROM YOU DURING THE TWELVE (12) MONTHS PRECEDING THE TIME THAT YOUR CLAIM OR CAUSE OF ACTION AROSE, AND THAT HAD YOU NOT AGREED TO THIS LIMITATION AND ALL OF THE OTHER LIMITATIONS TO YCT’S AND ITS AFFILIATES’ LIABILITY IN THIS PARAGRAPH YCT WOULD NOT HAVE DONE BUSINESS WITH YOU. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, PROVIDED THAT YOU WAIVE YOUR ABILITY TO OBJECT TO ANY SUCH LIMITATION TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
You agree to indemnify and hold harmless YCT and its affiliates and their respective shareholders, officers, directors, employees and agents from and against any and all claims, liabilities, damages, judgments, settlements, awards, losses, costs, expenses and fees (including reasonable attorneys’ fees and costs) arising out of or relating to your breach or violation of this Agreement or your use of the Services other than as expressly authorized in this Agreement, or to your breach or violation of any representation, warranty, acknowledgement or affirmation made by you in this Agreement.
14. Subscriptions; Termination; Changes
Subscriptions to Services are provided on a per month basis and may be cancelled or terminated as provided below. Billing for subscriptions is recurring, which means that you will continue to be billed for your subscription until your subscription is cancelled or terminated. No refunds or credits are provided for partial months of service. In addition to subscriptions, YCT may have and offer to you products, such as books and online educational courses or seminars that have one-time license purchase fees for your right to receive, read and use them. No refunds or credits are provided for these products once purchased. Prices for Services and products are published on the YCT website(s) and are subject to change. Any such changes will be posted on the YCT website(s) and are effective upon posting unless a different effective date is posted. Published prices exclude applicable sales and other taxes, which are your responsibility.
You acknowledge and agree that YCT may terminate your subscription at any time in its sole discretion. You shall, in all such events, nevertheless remain responsible and liable for all of your obligations and liabilities to YCT under this Agreement and all other agreements and documents referenced herein.
In addition, YCT may, at any time, in its sole discretion and with or without prior notice, (a) change, improve or correct the information, materials and descriptions on any YCT websites, (b) suspend and/or deny you access to the Services for scheduled or unscheduled maintenance, upgrades, improvements or corrections, or (c) discontinue or change any of the Services (collectively, “Changes”). WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSSES THAT MAY BE INCURRED AS A RESULT OF A SERVICE RESTRICTION OR CANCELLATION OR ANY CHANGES.
You may cancel your subscription at any time by contacting YCT’s customer support department. Cancelling your subscription or terminating Services will not affect your obligations and liabilities incurred prior to cancellation or termination.
15. Assumption of Risk; Your Discretion
Decisions to buy, sell, hold or trade in securities, commodities, cryptocurrencies and other investments involve significant risk. Before undertaking any investment or trading strategy, you may want to consult a qualified financial professional. You acknowledge and agree that any trading or execution strategies or transactions which you may decide to design, program or implement are at your sole discretion and risk, regardless of any information, examples, tutorials, educational content, training, services, comments, guidance, charts, indicators, graphs, simulated performance, strategy techniques or other analyses obtained in any form from YCT or any of its officers, directors, employees or agents, from any guest speakers, educators or commentators, or otherwise from accessing or using the Services. You acknowledge and agree that the sole purposes of any of the foregoing tools or services are to help you learn how to implement your own trading strategies or ideas. You further acknowledge and agree that none of the information or materials made available via the Services constitutes a recommendation to buy or sell any particular securities, commodities, cryptocurrencies or other investments. Any investment or trading decisions that you make will be based solely on your own evaluation of your financial circumstances and investment or trading objectives. Under no circumstances shall we be liable for any loss or damage you or anyone else incurs as a result of any trading or investment activity that you or anyone else engages in based on any information or material you receive from YCT or via the Services.
16. Hypothetical Performance Results
Hypothetical performance results have many inherent limitations, some of which are mentioned below. No representation is made that any account will or is likely to achieve profits or losses similar to those shown. In fact, there are frequently sharp differences between hypothetical or historically tested performance results and the actual results subsequently achieved by any particular trading strategy. The possible reasons for this include the likelihood that no trading strategy can be precisely executed as designed. Trading results based upon hypothetical or historically tested trading strategies do not necessarily compare to results of actual trading. Numerous factors relating to market conditions, the existence or nonexistence of specific events or circumstances, human error, human/emotional reaction to losses during actual trading, inherent limitations of certain hypothetical or historically tested strategies, volume of trade and liquidity differences between hypothetical strategies and actual trades, and other supply/demand differences that may not be addressed by hypothetical strategies, and other conditions and circumstances, can account for these differences. There is no guarantee that any hypothetical trading results, even if tested against historical data, will produce actual trading results. Also, you should be aware that certain commonly used “jargon,” including trading terms, such as, for example, a “limited risk” position, should not be taken literally. For example, so-called “limited risk” positions in certain options trades are not in fact limited as may be expected. Again, with respect to matters such as these, you may want to consult a qualified financial professional.
17. Educational Content
All information and materials made available via the Services should be viewed only as educational content. None of the content published via the Services constitutes a recommendation that any particular security, commodity, cryptocurrency or other investment, or any transaction or trading strategy, is suitable for any specific person. None of the information providers or their affiliates will advise you personally concerning the nature, potential, value or suitability of any particular security, commodity, cryptocurrency or other investment. See also the introductory information before Section 1 of this Agreement.
18. Waiver; Assignment
Neither YCT’s failure to insist at any time upon strict compliance with the terms of this Agreement, nor any continued course of such conduct on its part, shall constitute or be considered a waiver by YCT of any of its rights, defenses or privileges hereunder. Except as specifically permitted in this Agreement, no provision or condition of this Agreement can be, or should be deemed to be, waived, altered, modified or amended unless specifically agreed to in writing by a duly authorized officer of YCT (President or Vice President-level officers are the only officers duly authorized for this purpose). Any assignment of your rights and obligations under this Agreement without obtaining the prior written consent of an authorized representative of YCT shall be null and void. YCT reserves the right to assign any of its rights or delegate any of its obligations under this Agreement without prior notice to you and without any requirement to obtain your prior consent.
19. Entire Agreement
This Agreement constitutes the entire agreement between you and us and supersedes any prior agreement or understanding of any kind, oral or written, between you and us with respect to the subject matter hereof and thereof, including the Services.
20. Legally Binding
You hereby agree that the terms of this Agreement shall be binding upon you and your estate, heirs, executors, administrators, personal representatives, successors and assigns.
21. Amendment By YCT; Consent to Electronic Delivery of Communications
Communications may be sent to you at your postal or electronic mail address or at such other address as you may hereafter specify in writing or may be delivered by posting them via the Services or by other means of electronic communication. All communications so sent, whether by posting, mail, e-mail or otherwise, shall be deemed received on the earliest date sent or published, whether or not actually received or reviewed. Communications include: (a) this Agreement as well as any other agreements, disclosures and other documents that relate to your subscription or the Services, including any modifications or amendments to any such documents; and (b) communications related to claims or customer support inquiries in connection with your subscription. You hereby consent to electronic delivery of such communications. In order to access and retain electronic communications, you will need the following computer hardware and software: (i) a device with an Internet connection; (ii) the latest (non-beta) version of either Microsoft® Edge, Firefox®, Google® Chrome or Safari® web browsers; (iii) a valid email address (your primary email address on file with YCT); and (iv) sufficient storage space to save past communications or an installed printer to print them. Documents may be provided in Hyper Text Markup Language (HTML), Portable Document Format (PDF) or other compatible formats. In order to access PDF documents, you must have Adobe® Acrobat® Reader software, which is available for download at no cost at http://www.adobe.com. You may withdraw your consent to receive electronic delivery of communications by contacting YCT’s customer support department. If you withdraw your consent to receive electronic delivery of communications, YCT reserves the right to cancel your subscription or charge you additional fees for paper copies of communications.
Modifications and amendments of or to this Agreement may be posted via the Services and shall be effective as of the date posted (unless stated by YCT that it will become effective at a later date). You acknowledge and agree that YCT may, at any time, in its sole discretion, modify or amend the terms of this Agreement or your access to any of the Services. Your continuing to accept, access or use any of the Services after said modification or amendment is published, posted or sent shall conclusively be deemed your express acceptance of all said modifications or amendments in exchange therefor and of your acknowledgment of, and agreement to, the full Agreement then in effect. If you find any part of the Agreement unacceptable to you at any time, you must immediately discontinue your use of the Services. You can always review the latest Agreement at any time on www.youcantrade.com.
Nothing in this Agreement shall be construed as, or to create, a joint venture, agency, partnership or other similar relationship between the parties.
23. Choice of Law
All matters relating to the Services or this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including, but not limited to, non-contractual disputes or claims), shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction). You agree that this Agreement has been executed and delivered, and that the performance of the services contemplated by this Agreement will be, or will have been performed, in the State of Florida. Also, see the “Arbitration” section below.
You agree that any and all controversies, disputes or claims which may arise out of or relate to your subscription, the Services or this Agreement, or under or relating to any right, obligation or provision in this Agreement, between you and YCT (or any of its past or present shareholders, officers, directors, employees or agents), shall be resolved by arbitration conducted before the American Arbitration Association in accordance with its arbitration rules then in force. Venue for any such arbitration proceeding shall be proper only in Miami-Dade County, Florida or Broward County, Florida. You acknowledge, represent and agree that this Agreement has been, and for all purposes shall be deemed to have been, executed, delivered and substantially performed in the State of Florida, and you irrevocably consent to exclusive personal jurisdiction in the State of Florida. Judgment upon any award of the arbitrators may be entered in any court, state or federal, having jurisdiction thereof. No person or entity shall bring a putative or certified class action to arbitration, or seek to enforce any arbitration agreement against any person or entity who has initiated in court a putative class action or who is a member of a putative class, who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the person or entity is excluded from the class by the court.
Notwithstanding the foregoing provisions of this Section, either party may, at any time prior to the initial arbitration hearing pertaining to a dispute or claim, seek by application to the U.S. District Court for the Southern District of Florida or the Circuit Court of the 11th Judicial Circuit In and For Miami-Dade County, Florida, or Circuit Court of the 17th Circuit In and For Broward County, Florida, any such temporary or provisional relief or remedy (“provisional remedy”) provided for by the laws of the United States or the laws of the State of Florida as would be available in an action based upon such dispute or claim in the absence of an agreement to arbitrate. No such application to either said court for a provisional remedy, or any act or conduct by either party in furtherance of or in opposition to such application, shall constitute a relinquishment or waiver of any right to have the underlying dispute or claim with respect to which such application is made settled by arbitration in accordance with this Section.
With respect to any application for a provisional remedy and any application for judgment on an arbitration award, each party irrevocably (i) submits to the jurisdiction of the U.S. District Court for the Southern District of Florida or the Circuit Court of the 11th Judicial Circuit In and For Miami-Dade County, Florida or Circuit Court of the 17th Circuit In and For Broward County, Florida, and (ii) waives (with respect to provisional remedy proceedings) any objection which it may have at any time to the laying of venue of any proceedings brought in any such court, waives (with respect to provisional remedy proceedings) any claims that such proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such proceedings, that such court does not have any jurisdiction over such party.
You hereby agree to receive service of process in connection with any legal matters or actions or proceedings based upon, arising out of or relating in any way to this Agreement by confirmed, return-receipt requested mail and that delivery shall be presumed if such service is mailed to the address maintained by YCT in its records and the requested receipt is returned.
25. Limitation of Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT, YOUR SUBSCRIPTION, ANY PURCHASE BY YOU, OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. YOU AGREE TO THIS PROVISION VOLUNTARILY, UNDERSTANDING THAT IT MAY NEGATIVELY AFFECT YOUR RIGHTS AND REMEDIES AGAINST YCT, AND FURTHER UNDERSTAND AND ACKNOWLEDGE THAT YCT WOULD NOT HAVE AGREED TO DO BUSINESS WITH YOU IF YOU HAD NOT AGREED TO THIS.
26. Waiver of Jury Trial
WITH RESPECT TO PROVISIONAL REMEDY PROVISIONS, TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, POWER, REMEDY OR DEFENSE ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES OR YOUR SUBSCRIPTION, WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE, OR WITH RESPECT TO ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATING TO THIS AGREEMENT; AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE A JURY. EACH OF THE PARTIES FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY SUCH LITIGATION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER LITIGATION IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. FURTHER, EACH OF THE PARTIES HEREBY CERTIFIES THAT NONE OF ITS REPRESENTATIVES, AGENTS OR ATTORNEYS HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT TO THE ACCEPTANCE OF THIS AGREEMENT BY THE OTHER PARTY HERETO. THESE PROVISIONS IN NO WAY ARE INTENDED TO REDUCE, DIMINISH OR CHANGE YOUR AND OUR OBLIGATIONS TO ARBITRATE AS STATED EARLIER IN THIS AGREEMENT.
If any term, provision or condition of this Agreement shall be held to be invalid or unenforceable by reason of any law, rule, administrative order or decision by any court or in arbitration, said term, provision or condition shall be deemed modified only to such extent as is necessary to correct the invalidity or unenforceability and shall not affect the validity and enforceability of this Agreement or any other term, provision or condition of this Agreement, and the intent of this Agreement and that term, provision or agreement shall be honored to the fullest possible extent in the circumstances.
For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto, and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein to sections refer to the sections of this Agreement. The heading of each section of this Agreement is for descriptive purposes only and shall not be deemed to modify or qualify any of the rights or obligations set forth in such provision.
29. Cumulative Rights
The rights, remedies, benefits and privileges of YCT under this Agreement are cumulative and shall be interpreted to convey to and upon YCT and its affiliates the broadest, most expansive, most enforceable rights, remedies, benefits and privileges.
30. Export Controls
The Services, including any software, documentation and any related technical data included with, or contained in, the Services (collectively, “Regulated Products”), may be subject to United States export control laws, rules and regulations, including the Export Administration Regulations. You shall not, and shall not permit any third parties to, directly or indirectly, export, re-export or release any Regulated Products to any country, territory or other jurisdiction to which, or to any party to whom, the export, re-export or release of any Regulated Products is prohibited by applicable U.S. or non-U.S. law, rule or regulation. You shall be responsible for any breach of this paragraph by you and your affiliates, agents and representatives.