Terms of service and customer contract:
These terms of service (“TOS”, “terms”, “conditions”, “disclaimers”, “contract”, or “agreement”) are entered into between Deepvue LLC, a Florida limited liability company, doing business as Deepvue.com, (“Deepvue”, “we”, “us”, or “our”) and the entity purchasing or using services provided by or through the Platform (“Customer”, “you”, or “your”). If you are purchasing the Services for a third party, you represent that you have the legal authority to bind that party to these TOS and that you will be responsible for their use of the Services.
By using the Platform and Services described in this document and marketed at Deepvue.com, or subscribing to the services on the Deepvue.com website, you are attesting that you have read, understand, and agree to these Terms, Conditions, and Disclaimers and that you agree that your relationship with us is governed by the terms spelled out in the TOS. If you do not agree with these TOS, then you must immediately cease use of Deepvue.com and any Deepvue services or Platforms.
- Deepvue will provide active customers in good standing with access to Deepvue’s online automated stock chart analysis software (the “Platform”). As used in this Agreement, the term “Services” will mean Deepvue’s provision of your access to the Platform. Deepvue will provide the Services to you pursuant to one or more subscriptions, account activations, signups or orders made by you on the Deepvue.com website and accepted by Deepvue (“Order”). In the event of a conflict between these TOS and an Order, the terms of these TOS will prevail. By accepting the Services, you acknowledge and agree that any different or additional terms proposed by you in any Order or otherwise are hereby rejected by Deepvue unless Deepvue has agreed to such additional or different terms in a writing executed by an authorized Deepvue representative.
- CBOE Equity Data Subscriber Agreement. In the event you receive any market information (for the purposes of this section, “Data”) through the Platform and Services from Cboe Data Services, LLC (for purposes of this section, “CDS”), you hereby agrees as follows: (1) you shall receive Data solely for your own and/or your affiliates’ use (including the use by your respective employees on behalf of you and/or your affiliates); (2) you shall not retransmit or otherwise furnish, and shall not permit your affiliates to retransmit or otherwise furnish, Data to any party other than you and your affiliates (it being understood that this requirement does not prohibit the furnishing of specific items of Data directly relating to particular transactions or situations occurring in the normal conduct of your or your affiliates’ business to third parties); (3) you acknowledge that the Data is and shall remain the property of CDS and/or the providers of the Data to CDS; (4) you shall not use, or permit any third party to use, any Data (i) as input data in the creation or calculation of any index or similar work; or (ii) to create any financial instrument or investment product that is based on, or seeks to match the performance of, values included in the Data, in each case unless and until you have entered into a separate license agreement authorizing such use of the Data with CDS or, with respect to any Data owned by a third party, the applicable provider of such Data; (5) you acknowledge (i) the absence of any guarantee with respect to the Data; (ii) CDS’ disclaimer as follows: DATA IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY WITH RESPECT TO ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; and (iii) that NEITHER CDS NOR ANY PROVIDER OF DATA TO CDS, NOR ANY OF THEIR RESPECTIVE AFFILIATES, NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS SHALL HAVE ANY LIABILITY OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY DAMAGES FOR LOST PROFITS OR LOST OPPORTUNITIES AND WHETHER BASED UPON CONTRACT, TORT, WARRANTY, OR OTHERWISE) FOR ANY INACCURACIES, OMISSIONS, HUMAN OR MACHINE ERRORS, OR OTHER IRREGULARITIES IN THE DATA OR FOR ANY CESSATION, DISCONTINUANCE, FAILURE, DELAY, MALFUNCTION, SUSPENSION, INTERRUPTION, OR TERMINATION OF, OR WITH RESPECT TO, THE PROVISION OF THE DATA; (6) you hereby agree to indemnify, hold harmless and defend CDS from and against any and all suits, proceedings at law or in equity, and any and all liability, loss, damages and expenses (other than fees and expenses of attorneys separately retained by CDS), arising out of: (i) your and your affiliates’ access to or use of Data, unless the claim alleges that the Data infringes the intellectual property rights of a third party or arises from gross negligence or willful misconduct on the part of CDS; or (ii) a breach of this section by you and your affiliates; (7) you shall provide CDS a right to audit your books and records relating to your use of market information; and (8) you acknowledge that your access to Data may be terminated by Deepvue upon immediate notice to you or upon notice following a determination by Deepvue or CDS that you are not providing accurate reports with respect to the use of Data by you and your affiliates or are otherwise not in compliance with this section.
- NYSE, NASDAQ, IEX, CBOE Index and other Data Entitlement and Subscriber Agreements. Deepvue is required by certain market data exchanges and regulations to restrict access to certain market data segments. The first time you access a data feed within the Deepvue platform that requires entitlement, you will be presented with a digital form to complete. Certain forms will require you to answer questions about your usage of the data and business to determine your eligibility to access this data per the exchange rules and regulations. If you are eligible, the system will guide you through the process of activation for the selected data feeds. Please note final determinations as to who may or may not be entitled to any third-party data feeds rests with the provider of the data and is subject to their terms of service, rules, and regulations.
- Professional Status. If your account is classified as a Professional account by a market data exchange or market data provider, you may be required to complete additional paperwork, and potentially pay an Exchange Fee, either to Deepvue or directly to an exchange, as billed, to access this data feed.
2. Your Obligations
- . You agree to provide Deepvue with accurate information when setting up your account, during our relationship, and when corresponding with us. On occasion, we may need to communicate with you by e-mail or telephone about the Services. You agree to maintain a working e-mail address that is monitored daily and to promptly inform us of any changes to your e-mail address or phone number. We have no responsibility, or liability, for interruptions in the Services, or damages of any sort, based on communications that are misdirected because of your failure to provide us with updated contact information. You furthermore agree to complete any data entitlement surveys presented within the platform fully and truthfully to maintain compliance with exchange regulations.
- The Platform may contain trademark or other ownership notices. You agree not to obscure or remove those notices. The Platform may only be used in a manner that is consistent with the law of the jurisdiction governing these TOS, and where you are located.
- . The Effective Date of these TOS will be the day on which you click “I accept” as recorded by our servers, or the date on which you first access or use the Platform, whichever is earlier. These TOS will begin on the Effective Date and always remain effective during in which an Order remains open.
- The Services will renew monthly, quarterly, or annually, as available, and as specified in your Order, and the first such term shall be referred to as the Initial Term. After the expiration of the Initial Term, the Services will renew for successive periods of equal length (each, a “Renewal Term”). If the Order does not contain an Initial Term, the Initial Term shall be one month and each Renewal Term shall be a term of one month.
- In some cases, Deepvue will offer a trial period. The trial period may be paid for a fee, or may be free, as indicated on the trial signup page. During the trial, you will be subject to the same terms and conditions set forth in this document as if you were a paid subscriber. During the trial period, you can cancel anytime and disable future automated renewal.
- It is your responsibility to manage your subscription.
- . You are responsible for the payment of all fees and charges set out in your Order, including setup fees and recurring subscription fees (collectively, “Fees”). Fees are charged no more than three (3) days in advance of the date set out on your Order. All Fees must be made in US Dollars with a major credit card. All renewal charges will be automatically charged to such credit card on the due date of the payment.
- Automatic payments and automatic retry of failed payments. If you are setup for automatic renewal, you hereby authorize Deepvue to automatically charge your payment card for the Fees. If payment is declined by your bank, you hereby authorize Deepvue re-attempt the transaction one or more times until the payment approved by your bank.
- Our obligation to provide the Services is contingent on your payment of the Fees by the date set out on our invoice (“Due Date”). You must pay the Fees without set off or deduction. It is Your responsibility to ensure that we receive payment of the Fees. In the event Fees are not paid timely, in addition to any other remedies available at law, Deepvue may, in its sole discretion, (i) suspend the Services; (ii) charge interest at a rate of 2.0% per month (or the maximum allowed by law) on all unpaid balances; and/or (iii) cancel any Order, the election of which will not be a waiver of any of Deepvue’s other rights or remedies. Should the Services be suspended, for any reason, Fees will continue to accrue, even during the period of suspension. You agree to indemnify Deepvue for any costs, including reasonable attorney’s fees, incurred by Deepvue or any of its affiliates in the collection of Fees after the Due Date.
- Deepvue reserves the right to adjust the cost of the services. Deepvue shall notify you of any changes to the cost of your services at least 30 days before such change is to take effect. Any change to service pricing will be effective on the next renewal date after 30 days have passed from the date Deepvue sent notification to you of the price change.
- Exchange Fees for Professional users. If you are classified as a Professional by a market data provider or exchange, you may be required to pay an Exchange Fee to access data provided by that exchange. This fee is set by the institution providing the data and will be passed on to you through your Deepvue account or billed directly to you by the exchange, per their billing policy. This fee is in addition to any fees you pay Deepvue.
- All payments and pre-payments are non-refundable.
- Deepvue offers a simple, online method for canceling service for future renewals. For details on how cancellations work and our detailed refund policy, please visit our Refund and Cancellation Policy
- Terminating your account disables future automatic renewal. It does not change the status of any past or current invoices. All payments previously are non-refundable. All invoices currently due must be paid to settle the account. You will continue to have access to Deepvue until the expiration of your pre-paid time period or trial period.
- Termination for Convenience. Either party may terminate any Order by providing written notice to the other party no later than one (1) day before the expiration of the Initial Term or any Renewal Term for those Services. “Written notice,” in this context, means any communication via E-mail, Live Chat, Telephone or in the Online Portal indicating a desire not to renew Deepvue in the future.
- Effect of Termination. Expiration or termination of any Order will not affect any rights of obligations of either party that (i) came into effect upon or after expiration or termination of such Order; or (ii) otherwise survive the expiration or earlier termination of such Order and were incurred by the parties prior to such expiration or termination. Upon expiration or termination of an Order, you must promptly satisfy any unpaid balance. Deepvue is not liable for the return of any paid Fees, whether earned or unearned, for any termination prior to the completion of a full term.
6. Licenses and Intellectual Property License from Deepvue to you.
- Deepvue grants you a limited, revocable, non-exclusive, non-transferable, worldwide, license to use a technology provided by Deepvue solely to access and use the analytical engines provided by us (collectively, the “Deepvue Technology”) as part of the Services, as well as the reports generated by the Services (“Reports”). This license extends only to those users associated with your account (“Registered Users”). This license terminates on the expiration or termination of these TOS.
- Except for the license rights set out above, this license does not grant any additional rights to you. All right, titles and interests in Deepvue Technology shall remain with Deepvue or Deepvue’s licensors. Except as expressly set forth in these TOS, you do not have the right to transfer, lease, lend, sublicense, resell, or distribute; use for timesharing or service bureau use; or allow any third parties to access any portion of the Deepvue Technology. You are not permitted to circumvent any devices designed to protect Deepvue’s, or its licensor’s, ownership interests in the Deepvue Technology provided to you. In addition, you may not modify, reproduce, decompile, reverse assemble, reverse engineer or create derivative works based on any portion of the Deepvue Technology or any other aspect of the Platform. Upon termination of these TOS, you shall cease using and delete any Deepvue Technology that is in your possession. You shall cause any third parties who have accessed the Deepvue Technology to do so as well.
- Other than the licenses provided to you in this paragraph, Deepvue reserves all right, titles, and interests in, and to, the Deepvue Technology, including the Platform. This reservation of rights includes, but is not limited to, any derivative uses, improvements, or enhancements to the Platform, and includes any trademark or copyright interest in the Platform.
- You may provide at your discretion, or we may request, input or feedback regarding the Platform or Services, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement, or enhancement of a portion of the Services or another Deepvue site, service or product (“Feedback”). You acknowledge and agree that any Feedback will be considered confidential and proprietary information of Deepvue and you hereby assign to us all right, title, and interest in and to such Feedback. We will be entitled to use Feedback for any purpose without restriction or remuneration of any kind.
- Licenses from you to Deepvue
- We may use information you provide, or information gathered from your usage of the Platform and Services for the purpose of providing technical support with the implementation, operation, or administration of the Services (“Operational Information”), and you grant us a license to do so. Operational Information, as well as aggregate information gleaned from the operation of our business in general, will be used to improve the Services or to create new products and services. We shall be the exclusive owners of the resulting intellectual property. You waive any rights you may have in this intellectual property, assign all rights, title, and interests in it to us, and agree to cooperate with us to secure our rights. We may sell this Operational Information, otherwise, monetize it, or use it to offer other products and services to you. You will not be compensated for this use or have an ownership interest in it.
- This license terminates on the expiration or termination of these TOS, except as it relates to historical information that is used in aggregate and not identifiable to your organization, which may be retained by Deepvue.
7. Representations and Warranties; Compliance.
- Each party warrants to the other that: (i) such party has the power, authority, and legal right to enter these TOS and any applicable Order; and (ii) such party has the power, authority, and legal right to perform such party’s obligations under these TOS and all incorporated provisions.
- You represent and warrant to Deepvue that: (i) you have the experience and knowledge necessary to use the Platform; (ii) you will not rely on the information provided by Deepvue and will do other reasonable due diligence before entering an investment or trade decisions.
- You agree not to use the Platform in any way or for any purpose that would violate, or have the effect of violating, any applicable laws, rules or regulations, or any third-party rights, including, without limitation, any law or regulations governing public securities, markets, and trading.
8. Accuracy of Information.
Deepvue makes extensive use of third-party data feeds and as such is unable to guarantee the accuracy of the information provided on or within the Platform. Deepvue also uses multiple data feeds in the same system, for example, the data feed provider for one feature, say Scanners, may be different than the data feed provider for another feature, say Automated Analysis, Charts or Backtesting. This means that it is possible and even likely that there will be variances with the data provided in different features. Be cognizant of this possibility and always double-check analysis and scanner conditions just to be safe that the results match the query. Furthermore, Deepvue makes no guarantee that the analysis provided inside of the Platform is accurate because it cannot guarantee that the underlying data is accurate. This website, the Services, and the Platform are provided for informational or research purposes only and should NOT be relied upon to make investment decisions. Deepvue is not responsible for any losses resulting from errors in data or analysis displayed in the Platform or the Services.
Because the Deepvue system depends on third-party data which is not guaranteed to be accurate, it is offered ‘as-is’ without any guarantees or warranties of any kind and is only intended for educational, entertainment, and informational purposes.
9. Exchange Specific Terms and Conditions
- By using the Deepvue system, you agree to all the terms and conditions indicated on the following URL: http://www.utpplan.com/DOC/subagreement.pdf. These terms and conditions are required for all users of US equity data feeds. Please review them carefully.
10. Not Investment Advice / Not Predictive.
The analysis provided in the Platform is NOT INVESTMENT ADVICE and should not be construed as investment advice. The analysis provided by the Platform should not be the sole form of analysis you perform before making investment decisions. As indicated in this document, Deepvue depends heavily upon third-party data which may not be accurate and is not guaranteed to be accurate, thus, before making any investment decisions, please perform your own due diligence utilizing multiple sources of information as well as your own analysis of stock charts. For the avoidance of any doubt, and in the interest of clarity, Deepvue DOES NOT PROVIDE INVESTMENT ADVICE, Deepvue ANALYSIS IS PROVIDED ON AN AS-IS BASIS AND IS NOT GUARANTEED TO BE ACCURATE, AND YOU SHOULD NEVER MAKE INVESTMENT OR TRADING DECISIONS WITHOUT CONDUCTING YOUR OWN CAREFUL DUE DILIGENCE.
Deepvue’s backtesting system (the “Strategy Tester”) attempts to calculate how a particular technical strategy might have performed in the past under perfect market conditions. Backtesting cannot predict the future and does not represent forecasts or predictions, implied or otherwise, of the future performance of any strategy. Backtesting assumes a liquid market, perfect order execution, no slippage, does not account for brokerage commissions perfectly, and may be subject to errors in third-party historical market data or Deepvue’s computation. The Strategy Tester is provided as-is and without warranty of any kind. BACKTESTING ANALYSIS IS PROVIDED ON AN AS-IS BASIS AND IS NOT GUARANTEED TO BE ACCURATE, AND YOU SHOULD NEVER MAKE INVESTMENT OR TRADING DECISIONS WITHOUT CONDUCTING YOUR OWN CAREFUL DUE DILIGENCE.
11. Investment Decisions.
You assume all risk associated with investment decisions that you decide to make based on the information you find inside of the Platform or in Deepvue’s analysis of a particular stock or security. You represent that you understand that Deepvue depends on potentially inaccurate third-party information and unproven formulas and mathematical sequences and thus cannot be depended on to provide accurate investment advice. Before executing any trade, you should consult with a registered and licensed professional and/or conduct your own extensive due diligence utilizing multiple sources of information. Deepvue is NOT responsible if you do not heed this warning and make investment decisions based on information from Deepvue.
- THE PLATFORM, SERVICES, AND THE SCRIPTS, REPORTS, ANALYTICAL ENGINES, AND OTHER DEEPVUE TECHNOLOGY ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. OTHER THAN AS EXPRESSLY SET OUT IN SECTION 7 OF THIS AGREEMENT, DEEPVUE HAS NOT MADE AND DOES NOT MAKE, ANY WARRANTIES WHETHER EXPRESS OR IMPLIED. THIS DISCLAIMER INCLUDES, BUT IS NOT LIMITED TO, THE WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, ACHIEVEMENT OF PARTICULAR RESULTS, OR WARRANTIES OF MERCHANTABILITY AND TITLE. NO WARRANTIES ARE CREATED BY ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. DEEPVUE DOES NOT WARRANT THAT THE SERVICE WILL BE SUITABLE FOR YOUR NEEDS, UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. DEEPVUE CAN NOT AND DOES NOT GUARANTEE THAT THE SERVICE WILL WORK ON ALL WEBSITES, AS SOME WEBSITES MAY NOT BE COMPATIBLE WITH THE DEEPVUE SERVICE. DEEPVUE IS NOT RESPONSIBLE FOR ISSUES RELATED TO BROWSER COMPATIBILITY. DEEPVUE IS NOT LIABLE AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM, YOU VIA THE SERVICE PROVIDED BY US. DEEPVUE SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING SERVICES PROVIDED BY THIRD PARTIES, REGARDLESS OF WHETHER THOSE SERVICES APPEAR TO BE PROVIDED BY DEEPVUE. NO WARRANTIES MADE BY THESE THIRD-PARTY ENTITIES TO DEEPVUE SHALL BE PASSED THROUGH TO YOU, NOR SHALL YOU CLAIM TO BE A THIRD-PARTY BENEFICIARY OF SUCH WARRANTIES.
- THE PLATFORM INCLUDES CERTAIN FEATURES THAT ARE DESIGNED TO ALERT YOU WHEN A SPECIFIC EVENT OCCURS. THESE ALERT FEATURES, INCLUDING (BUT NOT LIMITED TO) “DYNAMIC PRICE ALERTS” AND “MULTI-FACTOR ALERTS”, ARE PROVIDED AS-IS AND WITHOUT WARRANTY OR GUARANTEE. ALERTS MAY BE DELAYED DUE TO TECHNICAL FACTORS. YOU SHOULD NOT DEPEND ENTIRELY ON DEEPVUE ALERTS. DEEPVUE EXPLICITLY DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM THE USE OF ANY ALERT FEATURES INSIDE OF THE PLATFORM. DEEPVUE IS NOT RESPONSIBLE FOR LOSSES DUE TO A TRADER’S RELIANCE ON THE PLATFORM’S ALERTS, EVEN IF THE CUSTOMER USED THE FEATURE CORRECTLY OR IF ALERTS FAILED TO FUNCTION CORRECTLY. THE CUSTOMER UNDERSTANDS THAT THERE ARE A VARIETY OF REASONS WHY ALERTS MAY NOT FIRE CORRECTLY, INCLUDING ISSUES WITH CELLULAR NETWORKS, THIRD-PARTY E-MAIL SERVICES, TECHNICAL ERRORS, SYSTEM MALFUNCTIONS, AND OTHER REASONS.
- BETA DISCLAIMER. WHILE ALL ASPECTS OF THE PLATFORM ARE SUBJECT TO DISCLAIMERS IN THIS SECTION AND SHOULD BE USED WITH CAUTION, CERTAIN FEATURES THAT ARE LABELED AS ‘BETA’ MAY BE ESPECIALLY PRONE TO UNRELIABLE OR UNSTABLE PERFORMANCE. BETA FEATURES ARE DEFINED AS FEATURES THAT ARE CURRENTLY STILL UNDER DEVELOPMENT BY THE DEEPVUE TEAM AND ARE PROVIDED AS A PREVIEW TO USERS, ON A PURELY AS-IS BASIS. THESE FEATURES MAY BE ESPECIALLY UNSTABLE AND UNRELIABLE DUE TO A VARIETY OF FACTORS, INCLUDING BUT NOT LIMITED TO, SOFTWARE BUGS AND PROGRAMMING ERRORS. BETA FEATURES MAY PROVIDE INCONSISTENT DATA OR INCORRECT INFORMATION.
- THIS WARRANTY DISCLAIMER EXTENDS TO ANY ORAL OR WRITTEN INFORMATION YOU MAY HAVE RECEIVED FROM DEEPVUE, ITS EMPLOYEES, THIRD-PARTY VENDORS, AGENTS, OR AFFILIATES. YOU MAY NOT RELY ON SUCH INFORMATION.
- SOME STATES DO NOT ALLOW DEEPVUE TO EXCLUDE CERTAIN WARRANTIES. IF THIS APPLIES TO YOU, ANY WARRANTY CLAIM MUST BE MADE WITHIN NINETY DAYS FROM THE PROVISION OF THE SERVICE WHICH GAVE RISE TO SUCH CLAIM. A FAILURE TO MAKE A WARRANTY CLAIM WITHIN SUCH PERIOD IS AN IRREVOCABLE WAIVER OF THE RIGHT TO BRING SUCH A CLAIM AT ANY TIME THEREAFTER.
- IN THE EVENT THE DEEPVUE WEBSITES CONTAIN LINKS TO THIRD-PARTY WEBSITES, YOU AGREE THAT SUCH THIRD-PARTY WEBSITES ARE NOT UNDER DEEPVUE’S CONTROL AND AS A RESULT (I) DEEPVUE IS NOT RESPONSIBLE FOR ANY ASPECT OF SUCH THIRD-PARTY WEBSITES, AND (II) YOU ACCESS SUCH THIRD-PARTY WEBSITES STRICTLY AT YOUR OWN RISK. SUCH LINKS ARE PROVIDED MERELY AS A CONVENIENCE TO YOU AND DO NOT INDICATE ANY ENDORSEMENT OR RECOMMENDATION BY US.
13. Limitation of Liability
- IN NO EVENT WILL DEEPVUE’S LIABILITY HEREUNDER EXCEED THE AGGREGATE FEES ACTUALLY RECEIVED BY DEEPVUE FROM YOU FOR THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. FOR THE PURPOSES OF THIS PARAGRAPH ONLY, THE TERM DEEPVUE SHALL BE INTERPRETED TO INCLUDE DEEPVUE’S EMPLOYEES, AGENTS, OWNERS, DIRECTORS, OFFICERS, AFFILIATES, AND THIRD PARTIES PROVIDING SERVICES TO YOU THROUGH DEEPVUE.
- YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL NOT, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, HOLD DEEPVUE OR ITS LICENSORS, AGENTS, EMPLOYEES, OFFICERS, AND/OR THIRD-PARTY VENDORS, LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST SAVINGS, REVENUE, BUSINESS, DATA OR USE, OR ANY OTHER PECUNIARY LOSS BY YOU, ANY END-USERS OR ANY OTHER THIRD PARTY. YOU AGREE THAT THE FOREGOING LIMITATIONS APPLY WHETHER IN AN ACTION IN CONTRACT OR TORT OR ANY OTHER LEGAL THEORY AND APPLY EVEN IF DEEPVUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; YOU AGREE THAT IN THOSE JURISDICTIONS DEEPVUE’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
Notices will be sent to you at the address you provide to us. It is your obligation to ensure that we have the most current address for you in our records. Please refer to our website, www.Deepvue.com, for contact information for most issues, including technical support and billing. Notices regarding these TOS and other Deepvue policies should be directed via postal mail ONLY to the following address:
1600 S Ocean Dr
Apt 18D Hollywood,
15. Force Majeure.
Except for the obligation to pay the Fees, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party’s reasonable control, including, without limitation, acts of God, earthquakes, labor disputes, shortages of supplies, riots, war, fire, epidemics, failures of telecommunication carriers, delays of common carriers, or other circumstances beyond its reasonable control. The obligations and rights of the excused party shall be extended on a day-to-day basis for the time period equal to the period of the excusable delay. The party affected by such an occurrence shall notify the other party as soon as possible but in no event more than ten days from the beginning of the event.
16. Choice of Law, Jurisdiction, and Venue.
The parties agree that all disputes shall be brought before U.S. District Court for Hollywood located in Hollywood, Broward County, Florida (District Court). If the District Court may not consider the dispute, all disputes shall be brought before the appropriate Florida court, located in Cook County, Florida. The parties agree that these courts shall have exclusive jurisdiction over all disputes and other matters relating to the interpretation and enforcement of these TOS or any other document entered by the parties. Further, the parties agree that the venue shall be proper in the appropriate court set out above and agree that they shall not contest notice from that court. State law issues concerning the construction, interpretation, and performance of these TOS shall be governed by the substantive law of the State of Florida, excluding its choice of law rules. The United Nations Convention on Contracts for International Sale of Goods shall not apply.
17. No Waiver.
No waiver of rights under these TOS, or any Deepvue policy, or agreement between you and Deepvue, shall constitute a subsequent waiver of this or any other right under these TOS.
These TOS may be assigned by Deepvue. They may not be assigned by you without Deepvue’s prior written consent. These TOS shall bind and inure to the benefit of the corporate successors and permitted assigns of the parties.
In the event that any portion or provision of these TOS becomes or is declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, the parties agree that the provision will be deemed modified to the least extent necessary to make it enforceable, and all other provisions of this Agreement will remain unaffected.
20. No Agency.
These TOS does not create any agency, partnership, joint venture, or franchise relationship. Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.
The following paragraphs shall survive the expiration or termination of these TOS: 3, 5, 6(a)(ii)-(iv), 6(c), 7 through 23.