Terms of Use
WELCOME TO ALPHACLONE! PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE (THE “TERMS”) CAREFULLY BEFORE USING OR OBTAINING ANY MATERIALS, INFORMATION, PRODUCTS OR SERVICES THROUGH THIS WEB SITE. YOUR USE OF THE SERVICE (AS DEFINED BELOW) WILL SIGNIFY YOUR AGREEMENT TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS, PLEASE DO NOT USE THE SERVICE.
1. Purpose.
These Terms set forth the terms and conditions under which AlphaClone, LLC (“AlphaClone”) agrees to provide, and you agree to use, the stock research services and related tools of AlphaClone (the “Service”) via AlphaClone.com (the “Site”).
2. Disclaimer Regarding Stock Information.
AlphaClone makes the Service available as a tool for users to perform their own research on stock, portfolio and fund performance. AlphaClone and its employees are not investment advisors and information available via the Service is not investment or financial advice. Information available via the Service does not constitute an offer to sell or a solicitation of an offer to buy any security. You are solely responsible for any stocks you elect to buy or sell based on information obtained via the Service. You should always consider the source of any information or advice on stock selection. Various factors, including personal or corporate ownership, may influence a person’s opinions or advice regarding different stocks. You are advised to conduct your own independent research into individual stocks before making investment decisions. Past performance is not an indicator of future performance or potential earnings. AlphaClone does not guarantee the accuracy or completeness of information on the Site. AlphaClone derives the information and data for the Service from public filings and other publicly available sources, which are periodic or episodic by nature and may become outdated or may contain inaccurate or misleading information. Certain limitations to our data sources include, without limitation, timing, availability of acquisition cost, availability of the investment itself and the source of stock return data. AlphaClone is not affiliated in any way with any of the funds in the Service’s database and AlphaClone does not claim to exactly replicate any particular fund’s investment strategy. AlphaClone assumes no liability for any loss of any kind that may result from reliance by any user on the information made available on the Site.
3. Proprietary Rights.
3.1 As between you and AlphaClone, you acknowledge that AlphaClone owns all right, title and interest, including without limitation all patent, copyright, trade secret, trademark and other proprietary rights, in and to the Service, all software and other technology used by AlphaClone in providing the Service, and all data and information generated in connection with the Service, including content posted, displayed or generated by you, including user-created clones (collectively, “User Content”). You shall not acquire any right, title, or interest in or to the Service or to any data or information generated in connection with the Service, including User Content, except as expressly set forth in these Terms. Except as expressly provided for in this Section, you are not granted any other rights, title or interest in the Service or such intellectual property rights. In addition, the trademarks, logos and service marks displayed on the Site (collectively, the “Trademarks”) are registered and common law Trademarks of AlphaClone, its affiliates, and various third parties. Nothing contained on the Site or in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Trademarks without the express written permission of AlphaClone, or such other party that may own the applicable Trademarks.
3.2 By submitting, posting, displaying or generating User Content, on or through the Service, you grant AlphaClone and its affiliates a worldwide, non-exclusive, irrevocable, royalty-free license to reproduce, modify, adapt, publish, and otherwise use, with or without attribution such User Content on services of AlphaClone and its affiliates, including without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of the User Content. AlphaClone reserves the right to syndicate and sublicense User Content submitted, posted, displayed or generated on or through the Service and use such User Content in connection with any of the services offered by AlphaClone and its affiliates, partners or licensees.
4. Registration Obligations.
If you choose to register for the Service, you agree to: (a) provide accurate and complete information about yourself as prompted by the Service’s registration form (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it accurate, current and complete. By registering an account, you represent and warrant that the information you provide about yourself is accurate, current and complete.
5. Account, Password and Security.
You will create a username and password in the registration process. You are responsible for maintaining the confidentiality of your password and account information and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify AlphaClone of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. AlphaClone shall not be liable for any loss or damage arising from your failure to comply with this Section or from any use of your password or account whether authorized by you or not.
6. Membership Fees.
6.1 Free Guest Pass. You may register on a free basis to access limited portions of the Service (“Free Guest Pass”). This limited access may be modified or terminated at any time by AlphaClone without notice.
6.2 Subscription.
a) Tiers; Fees. There are two tiers of paid subscriptions for the Service: (i) Basic Membership and (ii) Full Membership. The monthly fees applicable to each tier of Service are set forth on the registration page of the Site at the time of your registration for the Service and are subject to change as set forth in Section 6.2(d).
b) Upgrade/Downgrade Between Paid Subscriptions. You may upgrade from Basic membership to Full membership, or downgrade from Full membership to Basic membership at any time by requesting such change on the Site. Such change request will be deemed effective once it is received and processed by AlphaClone and AlphaClone notifies you by email or otherwise that the change is effective. Upon the effective date of any upgrade or downgrade in paid subscriptions, the unused portion of the prior monthly subscription will be credited to the fee payable for the new subscription, and the billing cycle for the new subscription begins on the effective date of such upgrade or downgrade.
c) Cancellation of Paid Subscription Tier. You may downgrade (cancel) a paid subscription (whether Basic or Full membership) at any time by requesting such change on the Site. Such change request will be deemed effective once it is received and processed by AlphaClone and AlphaClone notifies you by email or otherwise that the change is effective. Upon the effective date of such change, the unused portion of your paid subscription fee is forfeited and non-refundable.
d) Changes in Membership Fees. If you choose to subscribe to the Service in order to take advantage of the Basic or Full membership, you will be charged a monthly (30-day cycle), quarterly (90-day cycle) or annual (anniversary cycle) membership fee (the “Membership Fee”) depending on the pricing plan you choose. AlphaClone may change the Membership Fee at any time.
e) Automatic Renewals. You understand and agree that, unless you notify AlphaClone (via the online Member Center accessible as part of the Service) that you wish to terminate your membership before the end of the then-current subscription period, your membership will automatically renew for the following period and your credit card will be charged the Membership Fee in effect at that time.
6.3 Promotions and Discounts. AlphaClone may from time to time offer discounts and other promotions to prospective and/or existing members. Such offers and promotions may have terms that differ from the terms of Section 6.2 above and such differing terms will be posted on the Site or delivered to you by email.
7. Personal Information and Privacy.
Personal information you provide to AlphaClone through the Service is governed by AlphaClone’s Privacy Policy, the terms of which are incorporated herein.
8. User Conduct.
8.1 You understand and agree that all User Content posted, uploaded, displayed, transmitted or otherwise made available via the Service is the sole responsibility of the person from whom such User Content originated. This means that you, and not AlphaClone, are responsible for all User Content that you upload, post, display, transmit or otherwise make available via the Service. AlphaClone does not control the User Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such User Content. Under no circumstances will AlphaClone be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or any loss or damage of any kind incurred as a result of the use of any User Content posted, uploaded, displayed, transmitted or otherwise made available via the Service.
8.2 You agree not to:
(a) reproduce, duplicate, copy, sell, license, trade, loan, distribute or resell for any purpose any portion of the Site, use of the Site, or access to the Site;
(b) reproduce, duplicate, copy, upload, download, post, display, modify, create derivative works of, publish or sell any content of the Site or any information, services, code or software displayed on or used by the Site;
© take any action that imposes or may impose a burden or load on our infrastructure that AlphaClone deems in its sole discretion to be unreasonable or disproportionate to the benefits AlphaClone obtains from your use of the Site;(d) impersonate any person or entity, including, but not limited to, an AlphaClone official, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(e) disguise the origin of any User Content transmitted through the Service;
(f) upload, post, display, transmit or otherwise make available any User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
(g) upload, post, display, transmit or otherwise make available any User Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(h) upload, post, display, transmit or otherwise make available any User Content that infringes, violates or misappropriates any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party;
(i) upload, post, display, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials or any other form of solicitation, including but not limited to “junk mail,” “spam,” “chain letters,” or “pyramid schemes”;
(j) upload, post, display, transmit or otherwise make available any material that contains viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(k) disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;
(l) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or
(m) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.
8.3 You acknowledge that AlphaClone shall have the right (but not the obligation) in its sole discretion to pre-screen, refuse, or remove any User for violation of these Terms of Use or any User Content that is available via the Service. Without limiting the foregoing, AlphaClone shall have the right to remove any User Content that violates the Terms or is otherwise objectionable. You agree that you must evaluate, and shall bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content. In this regard, you acknowledge that you may not rely on any User Content created by AlphaClone or submitted to AlphaClone, including without limitation information in AlphaClone message boards and in all other parts of the Service.
9. Termination.
You may terminate your registration or membership at any time for any reason, subject to Section 6 and the other terms herein. AlphaClone may terminate these Terms and/or your access to the Service at any time for any reason, including but not limited to any improper use of the Service by you or your failure to comply with these Terms. Such termination shall not affect any right to relief to which AlphaClone may be entitled, at law or in equity. Sections 2, 3, 6, 9, 11 through 13, 16 and 17 shall survive the termination of your account and/or termination of these Terms.
10. Modifications.
10.1 AlphaClone may change, supplement, delete, update, discontinue, suspend, or modify any aspect of the Site or Service at any time without prior notice to you. You agree that AlphaClone shall not be liable to you for any delay or other damages that might result from such modification, suspension, or discontinuance. AlphaClone may also, at any time, change or impose fees for certain services, or establish or change general practices and limits concerning certain services.
10.2 AlphaClone may also at any time modify, revise or update these Terms and/or the Privacy Policy and your continued use of the Site or Service will be conditioned upon the Terms and Privacy Policy in force at the time of your use. You should visit this page from time to time to review the then-current Terms.
11. Warranty and Disclaimer of Warranty.
YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT ALPHACLONE WILL NOT BE LIABLE FOR LOSSES OF ANY KIND THAT YOU MAY INCUR BY PURCHASING OR SELLING STOCKS, FUNDS OR OTHER INVESTMENT VEHICLES BASED ON INFORMATION ON THE SITE. ALPHACLONE MAKES NO WARRANTY OF ANY KIND REGARDING THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE CONTENT, DATA, INFORMATION, PROGRAMS, PRODUCTS AND MATERIALS PROVIDED ON THE SITE, ALL OF WHICH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALPHACLONE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE CONTENT, DATA, INFORMATION, PROGRAMS, PRODUCTS AND MATERIALS PROVIDED ON THE SITE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. ALPHACLONE DOES NOT WARRANT THAT THE SITE, ITS SERVERS OR ANY EMAIL SENT FROM ALPHACLONE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.
12. Limitations on Liability.
12.1 IN NO EVENT SHALL ALPHACLONE, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS OR LICENSORS BE LIABLE FOR LOSSES OF ANY KIND THAT YOU MAY INCUR BY PURCHASING OR SELLING STOCKS, FUNDS OR OTHER INVESTMENT VEHICLES BASED ON INFORMATION ON THE SITE. IN NO EVENT SHALL ALPHACLONE, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH (I) ANY USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE CONTENT, DATA, INFORMATION, PROGRAMS, PRODUCTS AND MATERIALS PROVIDED ON THE SITE, (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE ANY COMPONENT OF THIS SITE), OR (III) THE PERFORMANCE OR NON PERFORMANCE BY ALPHACLONE, INCLUDING, BUT NOT LIMITED TO, NON PERFORMANCE RESULTING FROM BANKRUPTCY, REORGANIZATION, INSOLVENCY, DISSOLUTION OR LIQUIDATION EVEN IF ALPHACLONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALPHACLONE, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS, ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, INFORMATION, TEXT, IMAGES, VIDEO OR AUDIO FROM THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 11 AND 12 MAY NOT APPLY TO YOU.
12.2 ALPHACLONE’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO ALPHACLONE IN THE TWELVE-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM.
13. Indemnification.
You agree to indemnify and hold AlphaClone, its officers, affiliates, agents, and employees harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (1) User Content you submit, post, upload, transmit or otherwise make available through the Service, (2) your use of the Service, (3) your violation of these Terms, or (4) your violation of any rights of another in connection with your use of the Service.
14. Links to Third Party Sites.
The Site may contain links to web sites operated by parties other than AlphaClone and which are provided solely as a convenience to you and not as an endorsement by AlphaClone. AlphaClone is not responsible for the content of any other web sites. If you decide to access other web sites, you do so at your own risk.
15. Notice and Takedown Procedure Regarding Claims of Copyright Infringement.
If you believe any materials accessible on or from the Site infringe your copyright, you may request removal of those materials (or access thereto) by contacting AlphaClone’s copyright agent (identified below) and providing the following information:
1) Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work;
2) Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material;
3) Your name, address, telephone number and e-mail address;
4) A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law;
5) A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf; and
6) A signature or the electronic equivalent from the copyright holder or authorized representative.
AlphaClone’s agent for copyright issues relating to this web site is:
ATTN: Copyright Agent
AlphaClone LLC
130 Sutter Street, 7th Floor
San Francisco, CA 94104
copyright@alphaclone.com
In an effort to protect the rights of copyright owners, AlphaClone maintains a policy for the termination, in appropriate circumstances, of Site users who are repeat infringers.
16. Governing Law; Disputes.
16.1 These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its choice of law provisions.
16.2 All disputes arising out of or relating to these Terms shall be finally resolved by arbitration conducted in San Francisco, California, U.S.A. under the commercial arbitration rules of the American Arbitration Association. The parties shall appoint as sole arbitrator a retired judge who presided in the State of California. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, AlphaClone shall be entitled to seek injunctive relief, security, or other equitable remedies from the United States District Court for the Northern District of California or any other court of competent jurisdiction.
17. General.
Your acceptance of these Terms and your use of the Site do not create a joint venture, partnership, employment, or agency relationship with AlphaClone. You may not assign, delegate, or transfer your rights or obligations under these Terms; however AlphaClone may assign, delegate or transfer its rights hereunder without your consent. If AlphaClone fails to act with respect to your breach or anyone else’s breach on any occasion, AlphaClone is not waiving its right to act with respect to future or similar breaches. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions. The headings in these Terms are for your convenience and reference; they do not limit or affect the interpretation of these Terms. These Terms, together with those items made a part of these Terms by reference, make up the entire agreement between you and AlphaClone relating to your use of the Site, and replaces any prior understandings or agreements (whether oral or written) regarding your use of the Site.