This MachineTrader™ Platform Beta Agreement (this “Agreement”) is made between MachineTrader.io Inc. (“MT”), a Delaware C corporation, having its principal place of business at 30 Wall Street, 8th Floor, New York, NY 10005, and USER effective today. MT and USER may be collectively referred to herein as the “Parties” and each individually as a “Party.”
A. WHEREAS, MT has developed and provides to its customers access to and use of its beta-version of its proprietary MachineTrader™ platform on a software-as-a-service basis, which enables automated, machine-learning-driven trading of securities and cryptocurrencies (the “Platform”);
B. WHEREAS, MT may also provide additional services to its customers with respect to the development, monitoring, and implementation of the Platform, as may be more specifically agreed upon from time to time (collectively, the “Services” and each a “Service”);
C. WHEREAS, Customer desires to access and use the Platform and, as may be specified in a service order between the Parties from time to time, certain of the Services, and MT is willing to provide such Platform and Services in connection therewith, on the terms and conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual promises set forth below, the Parties agree as follows:
“Account” means Customer’s account through which Designated Users can access and use the Platform.
“Affiliate” means, as to any entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.
“Alpaca” means Alpaca DB, Inc. and its subsidiaries and affiliates.
“Alpaca Account” has the meaning set forth in Section 2.2(c) hereof.
“Confidential Information” means any and all information disclosed by one Party to the other Party, directly or indirectly, in writing, orally, electronically, or in any other form, that is designated, at or before the time of disclosure, as confidential or proprietary, or that is provided under circumstances reasonably indicating that the information is confidential or proprietary.
“Customer Data” means any data supplied by Customer to MT and/or accessible by MT as a result of the integration of the Platform with the Alpaca platform.
“Designated Users” means the individual users designated by Customer to access the Account.
“Documentation” means the MT MachineTrader™ Operating & Training Guide provided by MT to Customer, as may be updated from time to time.
“Intellectual Property Rights” means any copyright, trademark, service mark, trade name, patent, trade secret, or other proprietary right arising under the laws of any jurisdiction.
“Policies” means criteria or specifications, including content limitations, technical specifications, data processing agreements, and user experience policies set by a Party.
“Service(s)” has the meaning specified in Recital B hereof, as may be more particularly identified in a Service Order.
“Service Order” means an insertion order, statement of work, or service order that incorporates this Agreement by reference.
“Software” means all software code comprising all or a portion of the Platform, made available by MT for use by Customer.
“Technology” means any Software or technology incorporated in or made available through the Platform and/or Services.
“Platform” has the meaning specified in Recital A hereof, including all Technology related thereto.
Subject to the terms and conditions of this Agreement, MT grants Customer a limited right to access and use the Platform for automated trading of securities and/or cryptocurrencies.
MT grants Customer a revocable, non-exclusive license to use the Platform solely for managing automated trading activities.
Customer agrees not to:
Customer is responsible for third-party integrations and agreements.
Customer acknowledges and agrees that the Platform requires the use of API keys from Alpaca, which the Customer provides. For security purposes:
By using the Platform, Customer acknowledges and accepts the responsibility for securely managing their API keys. MT shall not be liable for any loss or compromise of API keys due to actions taken by the Customer.
MT retains all Intellectual Property Rights in the Platform and Services.
Customer may not reverse-engineer, copy, or sublicense the Platform.
No license is granted beyond the scope outlined in this Agreement.
Any feedback provided by Customer may be used by MT for improvements.
MT may collect and analyze usage data to improve its services.
Each Party agrees to protect the other Party’s Confidential Information against unauthorized use, publication, or disclosure using the same degree of care that it uses to protect its own Confidential Information, but in no event less than reasonable care.
Confidential Information does not include information that:
The terms and conditions of this Agreement shall be treated as Confidential Information.
A Party may seek an injunction or other equitable relief in the event of a breach of confidentiality obligations.
This Agreement commences on the Effective Date and remains in effect for one (1) year unless terminated earlier. It shall automatically renew for additional one-year terms unless either Party provides written notice of non-renewal at least ninety (90) days before expiration.
This Agreement may be terminated immediately upon written notice:
Upon termination, Customer shall cease all use of the Platform and Services, and both Parties shall return or destroy all Confidential Information of the other Party.
Sections 4, 5, 6, and any other sections intended to survive termination shall remain in effect.
Each Party hereby represents, warrants, and covenants to the other that:
MT represents and warrants that the Platform will not knowingly violate or infringe upon the Intellectual Property Rights of any third party.
MT further warrants that:
Customer represents and warrants that:
EXCEPT AS EXPRESSLY PROVIDED HEREIN, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PLATFORM AND SERVICES PROVIDED BY MT PURSUANT TO THIS AGREEMENT ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.”
NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND, AND EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MT DOES NOT WARRANT THAT THE PLATFORM:
MT will not be liable for any indirect, punitive, incidental, special, or consequential damages (including, but not limited to, lost profits, lost data, or business interruptions) arising out of or related to this Agreement, the Platform, or the Services, regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if MT has been advised of the possibility of such damages.
To qualify for any compensation under this Agreement, Pro users must provide written notice to MT within thirty (30) days of becoming aware of any issue giving rise to a potential claim. Failure to notify MT within this timeframe waives the right to any claim related to the issue.
Customer shall indemnify and hold MT, and its employees, representatives, agents, directors, officers, and representatives (“MT Indemnified Parties”) harmless from and against any damages, losses, liabilities, or expenses (including reasonable attorneys’ fees) incurred in connection with any third-party claim arising from:
MT shall indemnify and hold Customer, and its employees, representatives, agents, directors, officers, and representatives (“Customer Indemnified Parties”) harmless from and against any damages, losses, liabilities, or expenses (including reasonable attorneys’ fees) incurred in connection with any third-party claim alleging that the Platform infringes upon the Intellectual Property Rights of any third party.
If any claim subject to indemnity arises, the indemnified Party must promptly notify the indemnifying Party in writing. The indemnifying Party will control the defense and settlement of such claims, provided that any settlement does not impose obligations on the indemnified Party without prior written consent.
The relationship of MT and Customer is that of independent contractors, and nothing in this Agreement creates or will be construed to create any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the Parties.
This Agreement is governed by and construed under the laws of the State of New York. Any disputes arising under this Agreement shall be resolved in the courts of New York County, New York.
Customer may not assign or transfer its rights under this Agreement without MT’s prior written consent. MT may freely assign this Agreement.
If any legal action is brought by one Party against the other regarding this Agreement, the prevailing Party shall be entitled to recover reasonable attorney’s fees and costs.
If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will continue in full force and effect.
Failure to enforce any provision of this Agreement shall not be considered a waiver of future enforcement.
Neither Party shall be liable for delays or failure in performance due to causes beyond its reasonable control, including natural disasters, war, terrorism, labor conditions, and governmental actions.
Any required notices must be in writing and delivered to the addresses specified in this Agreement. Electronic communications shall be deemed sufficient notice if acknowledged by the receiving Party.
This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions, agreements, or understandings.
This Agreement may be amended only in writing and signed by both Parties.
Customer grants MT a non-exclusive right to use Customer’s name and logo in marketing materials to indicate Customer’s use of the Platform.