Please read the following carefully.

All terms and conditions must be agreed to prior to use of this software.

Toodls ("TD") reserves the right to modify the terms and conditions contained herein. Your use of the TD website, software, content, and information ("TD Services") constitutes YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF USE, as modified. IF YOU DO NOT UNDERSTAND AND/OR WISH TO ACCEPT THE TERMS AND CONDITIONS OF USE CONTAINED HEREIN, DO NOT USE THE TD SERVICES.
1. Accepting the Terms

User must first agree to the Terms. Users may not use the TD Services if they do not accept the Terms.

  1. A User can accept the Terms by:
    1. Clicking to accept or agree to the Terms, where this option is made available by TD in the user interface for any TD Service; or
    2. By using TD Services. In this case, User understands and agrees that TD will treat the use of TD Services as acceptance of the Terms from that point onwards.
  2. A User may not use TD Services and may not accept the Terms if (a) User is not of legal age or in any other way lack capacity to form a binding contract with TD (b) User is a person barred from receiving TD Services under the laws of the United States or other countries including the country in which User resides or from which User accesses TD Services.
  3. Before continuing, User should print off or save a local copy of the User Agreement's Terms and Conditions for personal records.

2. Provision of TD Services

TD is constantly innovating in order to provide the best possible experience for its users. User acknowledges and agrees that the form and nature of TD Services may change from time to time without prior notice to User.

  1. As part of this continuing innovation, User acknowledges and agrees that TD may stop (permanently or temporarily) providing TD Services (or any features within TD Services) to User or to users generally at TD's sole discretion, without prior notice. User may stop using TD Services at any time. A User does not need to specifically inform TD when s/he stops using TD Services.
  2. User acknowledges and agrees that if TD disables access to the account, User may be prevented from accessing TD Services, User account details or any files or other content which is contained in the User's account.
  3. User acknowledges and agrees that while TD may not currently have set a fixed upper limit on the number of transmissions a User may send or receive through TD Services or on the amount of server activity used for the provision of any TD Service, such fixed upper limits may be set by TD at any time, at TD's discretion.
  4. User acknowledges that TD analyzes the behavior of all TD users. TD may from time-to-time use 3rd party research and technology to help analyze the customer behavior data.

3. Security Disclaimers

Nothing herein constitutes an offer or a solicitation for the purchase or sale of any security to any person in any jurisdiction in which such an offer or solicitation is not authorized. All purchases and sales of securities must and are made through a registered securities broker or dealer of the User's choosing with whom the User has a contractual relationship and have agreed to and accepted such broker's or dealer's terms and conditions.

4. Limitations of Liabilities & Warranty Disclaimers

  1. a) TD shall not be liable for any errors or delays in the information, data, content, quotes, transactions, advertisements, and/or other material contained in, gathered by, used in, relied upon, and/or presented by TD (hereinafter collectively "Information and/or Services").
  2. b) THE INFORMATION AND/OR SERVICES PROVIDED BY TD IN RELATION TO THE INFORMATION AND/OR SERVICES ARE PROVIDED ON AN "AS IS" BASIS. TD EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTDCULAR PURPOSE, WITH RESPECT TO THE INFORMATION OR SERVICE, IN NO EVENT WILL TD BE LIABLE TO ANY OTHER PARTY, INCLUDING ANY USER, FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTDAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR LIABILITIES TO THIRD PARTDES ARISING FROM ANY SOURCE, EVEN IF TD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR INDEMNIFICATION OBLIGATIONS, THE CUMULATIVE LIABILITY OF TD TO ANY OTHER PARTY, INCLUDING ANY USER, FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE FEES RECEIVED BY LICENSOR FROM SUCH PARTY UNDER THIS AGREEMENT IN THE TWO (2) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

5. Use of TD Services

To access certain TD Services, Users may be required to provide information about themselves (such as identification or contact details) as part of the registration process for TD Service, or as part of the continued use of TD Services. A User agrees that any registration information given to TD will always be accurate, correct and up to date.

  1. Each User agrees to use TD Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
  2. User agrees not to access (or attempt to access) any of TD Services by any means other than through the interface that is provided by TD, unless specifically allowed to do so in a separate agreement with TD User specifically agrees not to access (or attempt to access) any of TD Services through any automated means.
  3. User agrees to not engage in any activity that interferes with or disrupts TD Services (or the servers and networks which are connected to TD Services).
  4. User will not access or use TD Services in any unlawful manner, for any unlawful purpose or in violation of this Agreement or applicable laws, rules, and regulations. Other than as expressly allowed by this Agreement, or unless User is specifically permitted to do so in a separate agreement with TD, User will not engage in the uploading, posting, decompiling, reverse engineering, disassembling, modification, copying, distribution, transmission, reproduction, republication, licensing, display, sale, or the transfer or creation of derivative products or other works of or from any product, service, information, content, software, message, advertisement or any other work ("TD Materials") found at, aggregated at, contained on, distributed through, linked to or from, downloaded to or from or in any other manner accessed from TD Services.
  5. Permitted Use, Limitations on Use. User may display the Material from one location at a time on your monitor/ print screens only for individual use, keeping all copyright and other notices on the Material. User agrees not to reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, or provide the information or services in any manner without the prior express written consent of Toodls.
  6. User agrees to be solely responsible (and that TD has no responsibility to User or to any third party) for any breach of obligations under the Terms and for the consequences (including any loss or damage which TD may suffer) of any such breach.

6. Passwords, Account Security and Privacy

  1. User agrees and understands to be responsible for maintaining the confidentiality of passwords associated with any account used to access TD Services.
  2. User agrees to be solely responsible to TD for all activities that occur under User's account.
  3. If User becomes aware of any unauthorized use of their password or of their account, User agrees to: (a) notify TD immediately at info@trade-ideas.com and (b) change their password at http://www.trade-ideas.com/AccountManagement/.
  4. For information about TD's data protection practices, please read TD's privacy policy at http://www.trade-ideas.com/PrivacyStatement.html. This policy explains how TD treats User information and protects User privacy, when using TD Services.
  5. User agrees to the use of User data in accordance with TD's Privacy Statement.

7. Proprietary Rights

TD Services, including all contents, are protected as a collective work and/or a compilation, as the case may be, to the maximum extent permitted by copyright and/or any other applicable law and/or international treaty ("Intellectual Property Protection Laws"). User acknowledges and agrees that TD (or TD's Licensors) own all legal right, title, and interest in and to TD Services, including any intellectual property rights which subsist in TD Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

  1. Unless agreed otherwise in writing with TD, nothing in the Terms gives a User a right to use any of TD's trade names, trademarks, service marks, logos, domain names, or any other distinctive brand features.
  2. User agrees not to remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within TD Services.
  3. Unless expressly authorized to do so in writing by TD, User agrees that in using TD Services, User will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized User of such marks, names, or logos.
  4. User agrees not to use the Information and/or TD Services in any manner that could compete with TD

8. License from TD

  1. TD gives the User a limited, non-assignable and non-exclusive license to use the software provided by TD as part of TD Services. This license is for the sole purpose of enabling the User to use and enjoy the benefit of TD Services as provided by TD, in the manner permitted by the Terms.
  2. User may not (and may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless given prior written permission to do so by TD
  3. Unless TD has given User specific prior written permission to do so, User may not assign (or grant a sub-license of) rights to use the Software, grant a security interest in or over rights to use the Software, or otherwise transfer or encumber any part of rights to use the Software.
  4. TD owns and retains all proprietary rights in TD Services. Data as part of TD Services may contain copyrighted material and other proprietary information of TD and its Licensors. The provision of TD Services does not transfer to User or any third party any rights, title, or interest in or to such intellectual property, including, without limitation, any intellectual property rights in any TD or third-party content.

9. Data Subscriptions and Payment

  1. Management Fees. The Management Fees are subject to change without notice.
  2. Currency. All Management Fees will be paid in United States Dollars.
  3. Payment by credit card. If User pays by credit card, User authorizes TD to charge User's credit card or bank account for all fees payable for The Management Fees. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
  4. Payment against invoice. If User pays by invoice, TD will invoice User for The Management Fees, no more than five (5) days after the end of the Billing Period. All amounts invoiced are due and payable within ten (10) days from the date of the invoice, unless otherwise specified.
  5. Payment Information. User will keep contact information, billing information and credit card information (where applicable) up to date. All payment obligations are non-cancelable, and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable on, unless otherwise agreed in writing.
  6. Exchange Fees and Sales Tax. All Subscriptions are exclusive of Exchange Fees and taxes, which TD will charge as applicable, or include in its invoices, as the case may be. User agrees to pay any Exchange Fee applicable to the use of TD Services. User agrees to pay any taxes applicable to the use of TD Services and any additional services of products if applicable. User shall have no liability for any taxes based upon TD gross revenues or net income. If User is located in the European Union, all fees are exclusive of any VAT and User represents that s/he is registered for VAT purposes in their member state. At TD's request, User will provide TD with the VAT registration number under which User is registered in their member state. If User is subject to GST, all fees are exclusive of GST. If User is required to deduct or withhold any tax, User must pay the amount deducted or withheld as required by law and pay TD the full amount of payment due as if there were no deduction or withholding.

10. Limitations and Prohibited Use of TD

As an expressed condition of using TD, User agrees to not use the website and/or software and/or the Information and/or TD Services for any purpose that is unlawful or that is prohibited by these conditions and terms. Further, User agrees to determine that the use of TD to connect to and/or utilize information and/or services of User's securities broker or dealer is not prohibited by User's securities broker or dealer. TD may only be used by a User located in a jurisdiction, state, county, province, territory, and/or country where such Information and/or TD Services are allowed by (a) the jurisdiction, state, country, province, territory, and/or country, and (b) the United States.

11. Restriction on and/or Termination of Access

  1. Term. This Service commences on the date User first starts using TD Services and will continue till the User stops using the TD Services on their own accord.
  2. Termination. There is no Early Termination, No Refunds. The Term will end when the User stops the use of TD Services. TD does not provide refunds if the User decides to stop using TD Services. If User wishes to stop using TD Services, they must notify TD in writing. Upon TD's receipt of the User's request, TD Services will no longer be accessible to the User.
  3. Termination for Breach. Either party may terminate this Agreement for cause as to any or all TD Services: (i) upon a thirty (30) days' notice to the party that committed a material breach if such a breach remains uncured at the expiration of such period, or (ii) immediately if the breaching party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. (iii) TD may also terminate this Agreement for cause immediately if TD, in its sole discretion, determines that User directly or indirectly caused or may cause any damages to TD, its prospects, or its customers
  4. Suspension. TD may suspend the User's access to the data if the User breaches this Agreement. TD reserves the right, in its sole discretion, to restrict, suspend or terminate User's access to any and/or all of the Information and/or TD Services at any time without prior or subsequent notice to User.
  5. Survival. Sections 4, 8.d, 11.e will survive the expiration or termination of this Agreement. Upon termination, User will delete all copies of TD Services and its data in User's possession.

12. Performance Disclaimer

In addition to the Limitations of Liabilities described in Section 4, User understands that the Toodls Automated Algo System, (referred to as "The TD System") and results shown herein are for informational purposes only. All the information included herein should not be considered as a recommendation to buy, sell, or hold any security or use any trading system.

User understands that TD is not responsible for any losses that may result from whatever action you elect to take based on your use of TD Services including The TD System. The TD System may highlight different types of systems or algorithms from which User may choose to execute trades. Any type of system or algorithm User elects bears certain risks, along with the inherent financial risks related to investing in the stock market.

When trades are executed in real market conditions using market orders, User may suffer financial losses due to market instability and/or volatility which may cause the market to move against User's position. Therefore, a decision to trade in the stock market is made at User's own risk and responsibility. It is strongly recommended that User does their own research prior to commencing trading.

The TD System assumes trades occur with at least one share with no consideration for partial fills, nor increased market order slippage. Therefore, User's actual trading results may not match the results displayed in The TD System panel.

Hypothetical or simulated performance results have certain inherent limitations. Unlike an actual performance record, simulated results do not represent actual trading. Also, since the trades have not actually been executed, the results may have under- or over-compensated for the impact, if any, of certain market factors, such as lack of liquidity. Simulated trading programs in general are also subject to the fact that they are designed with the benefit of hindsight. No representation is being made that any account will or is likely to achieve profits or losses similar to those shown.

13. Jurisdiction and Law that Applies to Agreement

This Agreement shall be governed and construed in accordance with the law of the State of California and the United States User agrees to submit itself to the jurisdiction of the state and federal courts located in Alameda County, California, United States with respect to any legal proceedings that may arise in connection with TD, the Information and/or TD Services, and/or any dispute regarding this Agreement.

14. Arbitration

Any controversy, claim or dispute arising out of or relating to this Agreement, shall be settled solely and exclusively by binding arbitration in San Jose, California. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of JAMS/Endispute ("JAMS"), with the following exceptions if in conflict: (a) one arbitrator shall be chosen by JAMS; (b) each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS' rules and regulations) of the proceedings has been given to such party. Each party shall bear its own attorney's fees and expenses. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided however, that nothing in this subsection shall be construed as precluding the bringing an action for injunctive relief or other equitable relief. The arbitrator shall not have the right to award punitive damages or speculative damages to either party and shall not have the power to amend this Agreement. The arbitrator shall be required to follow applicable law. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTDES HERETO.