These Terms of Use set forth the terms under which HedgeStar, Inc. (“HedgeStar”) permits you to use the HedgeStar Service (the “Service”).

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1. You may use the Service only if you have been provided with a valid log-in name and password (“Identifiers”) by your employer or the entity through which you receive access to the Service.

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2. You may use the Service only for the internal business purposes of your employer or the entity through which you receive access to the Service.

 

3. For technical support, please call the number listed on our contact page.

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4. You acknowledge and agree that HedgeStar shall be entitled to rely upon all oral and written orders and instructions issued by you.

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5. You shall not:

(i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service, or any content or other intellectual property which you access through the Service in any way (“Content”);

(ii) modify or make derivative works based on the Service or the Content;

(iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device;

(iv) reverse engineer the Service or Content;

(v) copy any ideas, features, functions or graphics of the Service; (vi) use the Service excessively so as to limit the bandwidth available to others; (vii) use the Service in a manner intended to abuse or violate the privacy or property rights of others;

(viii) use any robot, spider or other automatic device or manual process to monitor or copy portions of the Service or the Content; or

(ix) access the Service or Content in order to (A) build a competitive product or service, or (B) build a product using similar ideas, features, functions or graphics of the Service. In addition, you shall comply with any additional restrictions required by HedgeStar’s data providers upon receipt of notice of such restrictions from HedgeStar.

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6. You shall safeguard the Identifiers and otherwise comply with the password and security procedures that HedgeStar may establish from time to time. You shall promptly notify your employer or the entity through which you receive access to the Service if you become aware that the security of your Identifiers has been compromised. You shall take commercially reasonable precautions to avoid introducing any virus, worm, or other malicious computer code into the Service. You shall not (i) take any action that may affect the use or functionality of the Service, or (ii) attempt to access the information of other users of the Service or otherwise invade the privacy of other users of the Service.

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7.  As between you and HedgeStar, HedgeStar owns all right, title and interest, including all related copyright, trade secret, trademark and patent rights, and all other intellectual property or proprietary rights in and to, or related to the Content and the Service, including without limitation all software programs contained therein. The HedgeStar name, the HedgeStar logos, and the product names associated with the Service are trademarks of HedgeStar or third parties, and no right or license is granted with respect to their use. The Service contains intellectual property belonging to third parties. All such intellectual property is and shall remain the property of its respective owners. Except for the limited rights expressly granted herein, all right, title and interest in and to the Service are reserved by HedgeStar, and, except as expressly granted herein, nothing contained in this Agreement shall be construed as conferring any right, title, interest or license with respect to the Service upon you, by implication, estoppel or otherwise.

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8.  You acknowledge that your access to the Service may be terminated by your employer, the entity through which you receive access to the Service, or by HedgeStar at any time, and you agree not to access, or to attempt to access, the Service after your Identifiers have been deactivated by HedgeStar, unless you have been provided with new, valid Identifiers.

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9.  HedgeStar’s Privacy Policy, as it may change from time to time, is a part of these Terms of Use.

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10.  Any communication or material you transmit to HedgeStar, by electronic mail or otherwise, including any data, questions, comments, suggestions, or the like, is, and will be treated as, non-confidential and non-proprietary information. HedgeStar may use any such information for any purpose, including without limitation, reproduction, disclosure, transmission and publication, or to develop, manufacture and market products.

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11. Confidential Information

a) “Confidential Information” means all of HedgeStar’s confidential business or technical information or materials of such party, including all data accessed by you through the Service. Anything to the contrary notwithstanding, Confidential Information shall not include information or materials that you demonstrate: (i) were in the public domain prior to the date received by you hereunder or which subsequently came into the public domain through no fault of yours; (ii) were lawfully received by you from a third party free of any obligation of confidence; or (iii) are or were independently developed by you without reference to any Confidential Information.  

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(b) All Confidential Information shall remain solely and exclusively HedgeStar’s property. Except as expressly authorized herein or by HedgeStar’s prior written consent, which consent may be withheld in HedgeStar’s sole discretion, you shall not use or disclose any of the Confidential Information to any third Person. You shall disclose the Confidential Information only to your employer (or the entity through which you received access to the Service) who has a need to know it for the purposes of this Agreement. You shall protect the Confidential Information with the same level of care with which you protect your own Confidential Information, but in no event with less than reasonable care.  

 

(c) Notwithstanding the foregoing, you may disclose the Confidential Information to the extent that your are required by any applicable governmental authority to do so; provided, however, that in such event, to the extent permitted by applicable law, you notify HedgeStar and cooperate with HedgeStar in any attempt to contest or limit such required disclosure, at HedgeStar’s sole expense.  

 

(d) The terms and conditions of this Section 11 shall be subject to the terms and condition of HedgeStar’s Privacy Policy.

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12.  NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL HEDGESTAR HAVE ANY OBLIGATION OR LIABILITY TO YOU HEREUNDER FOR ANY DIRECT, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR SPECIAL DAMAGES INCURRED BY YOU (INCLUDING DAMAGES FOR LOST BUSINESS, LOST PROFITS OR DAMAGES TO BUSINESS REPUTATION), REGARDLESS OF HOW SUCH DAMAGES ARISE AND REGARDLESS OF WHETHER OR NOT HEDGESTAR WAS ADVISED SUCH DAMAGES MIGHT ARISE. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

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13.  HEDGESTAR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, NATURE OR DESCRIPTION, EITHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE CONTENT, THE SERVICE, OR ANY OTHER SERVICES PROVIDED HEREUNDER, OR THE USE THEREOF BY YOU, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND HEDGESTAR HEREBY DISCLAIMS THE SAME. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HEDGESTAR HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT THE CONTENT OR THE SERVICE WILL OPERATE UNINTERRUPTED, WILL BE “UP” OR AVAILABLE AT ALL TIMES, OR WILL BE ERROR FREE. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. HEDGESTAR IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. HEDGESTAR DOES NOT CONTROL THE SOURCES OF THE DATA USED ON THE SERVICE AND DOES NOT REPRESENT THAT SUCH DATA ARE ACCURATE. DERIVACTIV OBTAINS SOME OR ALL OF THE DATA USED ON THE SERVICE FROM OTHER SOURCES AND, ALTHOUGH IT BELIEVES SUCH SOURCES TO BE ACCURATE, HEDGESTAR CANNOT AND DOES NOT INDEPENDENTLY VERIFY THE ACCURACY OF SUCH DATA. HEDGESTAR DISCLAIMS ALL WARRANTIES REGARDING THE ACCURACY OF THE CONTENT OR OTHER DATA POSTED ON THE SERVICE. FURTHER HEDGESTAR CANNOT AND DOES NOT REPRESENT THAT THE VALUES, PRICES OR QUOTATIONS NOTED ON THIS WEB SITE WILL REPRESENT THE LEVELS AT WHICH SPECIFIC TRANSACTIONS WOULD TAKE PLACE. THE DATA WHICH DERIVACTIV UTILIZES TO PROVIDE VALUE, PRICE AND QUOTATION INFORMATION IS EXTREMELY TIME AND MARKET SENSITIVE AND THUS IS SUBJECT TO FREQUENT CHANGE BASED ON MARKET CONDITIONS. DUE TO INHERENT DELAYS WHICH OCCUR IN THE TRANSMISSION OF SUCH DATA TO HEDGESTAR AND HEDGESTAR’S SUBSEQUENT CALCULATION UTILIZING SUCH DATA, IT IS LIKELY THAT THE VALUATION, PRICE AND QUOTATION INFORMATION AVAILABLE ON HEDGESTAR WILL NOT REFLECT UP-TO-THE MINUTE MARKET PRICING. THUS INFORMATION AVAILABLE ON HEDGESTAR IS FOR INFORMATION PURPOSES AND SHOULD NOT BE USED TO MAKE FINAL DECISIONS REGARDING VALUATION OR PRICING OF TRANSACTIONS. ADDITIONALLY, THE VALUATIONS, PRICES AND QUOTATIONS PROVIDED THROUGH THE SERVICE ARE MID-MARKET FAIR VALUE ESTIMATES, AND THUS REFLECT THE MID-POINT BETWEEN THE “BID” AND “OFFER” SIDE OF THE MARKET. WHEN USING THE SERVICE, YOU MUST USE YOUR OWN JUDGEMENT AND EXPERTISE TO EVALUATE AND ASSESS THE VALUE OF THE INFORMATION PRESENTED FOR ITS PARTICULAR PURPOSES. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE IS A TOOL TO BE USED BY YOU IN THE COURSE OF EXERCISING YOUR PROFESSIONAL JUDGMENT. THE SERVICE CANNOT BE SUBSTITUTED FOR THE PROPER EXERCISE OF INDEPENDENT BUSINESS JUDGMENT AND ANALYSIS.

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14.  The Service contains links to other web sites that are completely independent of this Service. HedgeStar makes no representation or warranty as to the accuracy, completeness or authenticity of the information or content contained in any such web site, and any link to another person or entity shall not in any manner be construed as an approval or endorsement by HedgeStar of such person’s or entity’s web site, information, content, products or services. HedgeStar does not investigate, monitor or check such web sites for accuracy or completeness and is not responsible for content or information found on such web sites. If you decide to leave our Site and access other Web sites, you do so at your own risk.

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15.  All disputes arising out of or relating to these Terms of Use shall be brought in the Federal and state courts located in Hennepin County, Minnesota, and each party hereby consents and submits to jurisdiction in such courts.

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16.  HedgeStar reserves the right to change these Terms of Use at any time, in its own discretion and without notice to you; however, all such changes will be posted to this site. HedgeStar encourages you to review these Terms of User from time to time so that you are aware of any such changes. The Terms of Use that are applicable to you at any given time are the then-current Terms of Use. By using the Service, you accept the then-current Terms of Use.