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1. THE PLATFORM; IMPACT API; CUSTOMER DATA; AND SERVICES
The “Platform” means Ideal website located at impact.idealprediction.com along with any other software platforms or mobile applications developed and distributed by Ideal to provide access to Ideal software or the Services.
The “Impact API” or “API” means the application programming interface software developed by Ideal and made available to you on the Platform. The Impact API is a representational state transfer API, or REST API, through which you may submit Customer Data (defined below) to the Platform and receive analysis of that Customer Data as more fully described on the Platform.
“Customer Data” means information that you submit to the Platform via the Impact API. Customer Information may include trading information but does not include PII.
“Personal Identifiable Information (PII)” means information that permits the identity of an individual to whom the information applies to be reasonably inferred by either direct or indirect means but does not include trading or other transaction information submitted in Customer Data.
The “Services” means all services that Ideal may provide to you via the Platform and the Impact API, including but not limited to analysis of Customer Data you submit via the API.
2. ACCOUNT CREATION
You must create an account on the Platform in order to use the Platform, API, and Services. You may create an account for your personal use or on behalf of a company or other legal entity. By creating an account, and accessing and using the Platform, you represent and warrant that you are either: (a) the individual user of the account; or (b) an authorized representative of the entity for whom you created the account. Creating an account may require you to provide us with PII, such as your name and email address. By creating an account, you consent to Ideal’s collection, use, and retention of that information for the purpose of creating your account and providing the Services.
3. ACCEPTANCE OF THESE TERMS
By creating an account, accessing, and using the Platform, API or Services, you accept these Terms and agree to only use the Platform, API, or Services as permitted herein. Upon your acceptance of these Terms and creation of an account, Ideal shall grant you a license to access and use the Platform, API, and Services solely for the purposes permitted herein. If a Platform account is created on behalf of an entity, such as an LLC or corporation, the person creating that account must have the legal authority to enter into a binding agreement on the entity or other individual’s behalf. If the account is created for an entity or other individual, “you” will refer both to the entity and to the individuals using the account on the entity’s behalf. It is the entity or the other individual’s sole responsibility to ensure only authorized individuals have access to the entity’s account. Ideal reserves the right to revise these Terms at any time, with or without notice. Revised Terms will be made available on the Platform. Your continued use of the Platform after Ideal revises the Terms will constitute acceptance of those revised Terms.
Failure to accept and comply with these Terms will result in revocation of your access to the Platform, the API, and the Services.
4.1. Platform License. Ideal hereby grants you a limited and revocable worldwide, non-exclusive license to access and use the Platform solely for the purpose contemplated by these terms. The foregoing license is subject to all restrictions set forth in these Terms and may not be transferred, sublicensed, or assigned in any manner or for any purpose absent Ideal’s prior written consent (email not sufficient). Absent Ideal’s prior written consent (email not sufficient), you shall not: (i) permit any individual or entity other than yourself to access or use the Platform; (ii) access or use the Platform for any purpose prohibited by applicable law; (iii) modify, translate, reverse engineer, decompile, or disassemble the Platform; (iv) attempt to obtain the Platform’s source code; (v) tamper with the Platform in any way; (vi) create derivative works from the Platform; (vii) publish, sell, or distribute the Platform or provide third parties with access to the Platform; (viii) make any connections between the Platform and any third party servers, networks, or computer systems other than your ordinary systems or those used by you for internet access (e.g. your internet service provider or cloud storage provider); or (ix) use the Platform for any purpose except receiving the Services, including circumvention of applicable law. To the extent any restriction in this section is prohibited by applicable law, you shall not engage in any activity contemplated by this section absent Ideal’s prior written consent (email not sufficient).
4.2. API License. Ideal hereby grants you a limited and revocable world-wide non-exclusive license to access and use the API solely for the purpose contemplated by these terms. The foregoing license is subject to all restrictions set forth in these Terms and may not be transferred, sublicensed, or assigned in any manner or for any purpose absent Ideal’s prior written consent (email not sufficient). Absent Ideal’s prior written consent (email not sufficient), you shall not: (i) permit any individual or entity other than yourself to access or use the API; (ii) access or use the API for any purpose prohibited by applicable law; (iii) modify, translate, reverse engineer, decompile, or disassemble the API; (iv) attempt to obtain the API’s source code; (v) tamper with the API in any way; (vi) create derivative works from the API; (vii) publish, sell, or distribute the API or provide third parties with access to the API; (viii) make any connections between the API and any third party servers, networks, or computer systems other than your ordinary systems or those used by you for internet access (e.g. your internet service provider or cloud storage provider); or (ix) use the API for any purpose except receiving the Services, including circumvention of applicable law. To the extent any restriction in this section is prohibited by applicable law, you shall not engage in any activity contemplated by this section absent Ideal’s prior written consent (email not sufficient). Ideal may revoke your license or your access to the API at any time if it determines, in its sole discretion, that you have breached these Terms or are likely to breach these Terms.
4.3. Prohibited Conduct. In addition to the license restrictions set forth above, you shall not use the Platform or API to store, process, or transmit any vulgar, bullying, pornographic, offensive, threatening, libelous or defamatory, illegal, or otherwise inappropriate material or information.
5.1. Ideal grants access to the Platform, API and Services on a “freemium plus” model. This means that: (a) you may create a Platform account at no charge; (b) use of the API will not incur any fees up to a certain number of calls per measuring period; and (c) use of the Services will not incur any fees except as identified on the Platform. Fee schedules for the API and Services, including measuring periods for API call limits, are available on the Platform. Ideal reserves the right to update fees at any time, with or without notice. All fees will be paid in U.S. dollars.
5.2. By using the API or Services in a manner requiring payment of fees under the fee schedule, you agree to pay all fees you incur by using the API and Services. Ideal will invoice you monthly in arrears for any fees due. You will pay all invoices within 30 days after receiving the invoice. Fees not paid prior to the due date will be overdue. Ideal may assess interest at a rate of 1.5% per annum or the maximum permitted by law, whichever is greater, on any overdue amounts. You will be liable for all costs incurred by Ideal, including reasonable attorney fees, in recovering unpaid fees.
5.3. Ideal may suspend or terminate your account, or revoke access to the Platform, Services, or API for failure to timely pay invoices.
6. CONFIDENTIALITY & PRIVACY
6.1. Your account information and Customer Data are your confidential information. Ideal will take commercially reasonable steps to prevent unauthorized access to copies of your account information and Customer Data in its possession and will not disclose your confidential information to any third party without your prior written consent except: (a) in response to a valid legal request; or (b) as required to comply with applicable law or regulations.
6.2. Ideal will comply with applicable privacy laws in the collection, storage, and use of any personal information you provide to Ideal in the creation of your account. Ideal will only use your personal information as required to provide the Services.
6.3. By submitting Customer Data via the API, you are consenting to Ideal's processing of that Customer Data and the creation of Derived Data. Customer Data may be an input into Derived Data, on the condition that all Customer Data will be rendered anonymous prior to the creation of any Derived Data using that Customer Data as an input. PII will not be processed in the creation of Derived Data except as otherwise expressly stated by Ideal. If your account is in "incognito mode" (or similar designation(s) made by Ideal on the Platform), no transaction data that you submit via API will be retained by ideal, incorporated into Derived Data, or otherwise stored by Ideal except as necessary for the operation and maintenance of the Platform, API, or provision of Services to you.
7. DATA SECURITY; AVAILABILITY
7.1. You are responsible for the security of the account you create on the Platform and for all activity that occurs on your account, including any activity that violates these Terms, or for any unauthorized access to the Platform, API, or any other Ideal network, systems, or hardware. You must take reasonable steps to prevent unauthorized access to your Platform account and your account credentials. If you become aware of any unauthorized or unusual activity on your account, you must immediately change your password and notify Ideal.
7.2. Ideal will regularly maintain the Platform and API and provide customer support via the contact information provided on the Platform. Ideal makes no representations or warranties concerning the Platform or API’s availability.
8. INTELLECTUAL PROPERTY
Except for the licenses granted under Section 4, these Terms grant you no rights or interest in or to any Ideal IP. Ideal is the exclusive owner of all Ideal IP, provided that, to the extent any third-party intellectual property is incorporated into the Platform, API, or Services, the licensor of that third-party intellectual property is and will remain the exclusive owner of all intellectual property rights in and to that third-party intellectual property. “Ideal IP” means Ideal’s intellectual property rights concerning: (a) the Platform, API, and all software therein, including any updates to the Platform, API, or its software made during the term hereof; (b) any technology, programming, processes, methods, or other information in any medium that is created from or based on the Platform, API, or its software; (c) any improvements made to the Platform, API, or its software; (d) any content, in any medium, created by Ideal or on Ideal’s behalf concerning the Platform, API, Services, or any other services provided in connection with these Terms; (e) the format, appearance, design, and reproducible content of any reports generated by the licensed Platform, API, or Services; (d) any trade secrets concerning the Services; (e) and all Derived Data. “Derived Data” means any information that Ideal collects, generates, or derives by providing the Services to you or any other clients of Ideal, and that may include, but will not be limited to, data concerning the usage of the Platform, API, or software, websites, products, communications, or mobile applications made available by Ideal or any Ideal affiliate but excluding any PII. Incorporation of any feedback on the Platform or services will be at Ideal’s sole discretion. If Ideal develops, creates, or adopts any material, in any medium, based on your feedback, that material will be deemed Ideal IP and Ideal will be the sole owner of that material. You acknowledge and agree that you have no intellectual property rights in or to any feedback on the Platform or services. If you possess any intellectual property rights in its feedback under applicable law, you hereby assign all right, title, and interest in and to that feedback to Ideal; if you are prevented from assigning all right, title, and interest in and to that feedback to Ideal, you hereby grant Ideal an irrevocable, perpetual, exclusive, royalty-free, worldwide license to use, exploit, and create derivates works from, that feedback for any purpose and in any medium or format. You hereby waive any and all moral rights to any intellectual property contained in any feedback you provide.
9. REPRESENTATIONS AND WARRANTIES
You represent and warrant that: (a) you have all right, power, and authority to enter into these Terms; (b) neither entering into or performing under these Terms will cause you to breach the terms of any other agreement; (c) you shall comply with all laws in your use of the Platform, API, and Services; (d) you are not relying on the Platform, API, or any information provided by Ideal. By submitting Customer Data to the Platform, you represent and warrant that: (a) you have obtained all necessary licenses or permissions to submit that Customer Data and receive the Services; and (b) the Customer Data contains no personal information. Ideal represents and warrants that it has all necessary authority and permissions to provide the licenses granted by these Terms.
You shall indemnify, defend, and hold harmless Ideal, its affiliates, and their respective officers, directors, employees, agents, and permitted assigns, from and against any and all losses and costs (including reasonable outside attorney fees) arising from or relating to third party claims alleging that you violated these Terms, or that PII collected, stored, or processed by Ideal violated applicable law. If an indemnified party receives a claim, it will promptly notify you of any claim covered by this section. You may not enter into any settlement, compromise, or consent to entry of judgment concerning or related to a claim absent the indemnified party’s prior written consent (not to be unreasonably conditioned, withheld, or delayed). You will not be relieved of your obligations under this section a result of an indemnified party’s failure to provide notice unless that failure materially prejudices your ability to fulfill its obligations.
11. DISCLAIMERS; LIMITATIONS OF LIABILITY
THE PLATFORM, API AND ALL RELATED SERVICES, ARE PROVIDED TO YOU “AS-IS” WITH ALL FAULTS. IDEAL MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE ACCURACY, ADEQUACY, TIMELINESS, OR PERFORMANCE OF THE PLATFORM, API, OR ANY SERVICES OR OTHER INFORMATION PROVIDED THROUGH OR IN CONNECTION WITH THE PLATFORM, API OR THE RESULTS OBTAINED BY THEIR USE, OR AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE PLATFORM, OR ANY RELATED SERVICES. IDEAL WILL HAVE NO ANY LIABILITY TO YOU OF ANY KIND, AT LAW OR EQUITY, ARISING FROM YOUR USE OF THE SERVICES ABSENT IDEAL’S MATERIAL BREACH OF A PROVISION OF THIS AGREEMENT. IN NO EVENT WILL ANY PARTY BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR RELIANCE DAMAGES, LOST OR IMPUTED PROFITS, LOST DATA (INCLUDING PARTICIPANT INFORMATION), COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, INTERRUPTION OF BUSINESS, TRADING LOSSES, LOST REVENUE, LOST PROFITS, LOST BUSINESS GOODWILL OR REPUTATION, OR FOR ANY SIMILAR CLAIM, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT, WARRANTY, INDEMNITY, CONTRIBUTION, OR OTHERWISE, EVEN IF FORESEEABLE AND REGARDLESS OF WHETHER A PARTY OR ANY RELATED ENTITY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. The total liability of either you or Ideal under these Terms will not exceed the lesser of either $10,000 or the total fees due to Ideal in connection with these Terms. The foregoing limitation will not apply to: (a) your breach of Section 4 above; (b) your indemnity obligations under Section 10 above; (c) your breach of Section 9 above; or (e) any liability arising from the breaching party’s gross negligence or willful misconduct.
These Terms will go into effect upon the creation of your account and continue until terminated by you or Ideal. You may cancel your account at any time, for any reason or no reason. Cancellation of your account will terminate these Terms but will not relieve you of any obligations arising under these Terms prior to that termination, including payment of any fees due under Section 5 above. If you breach these Terms, Ideal may, at its sole discretion: (a) terminate these Terms immediately, with or without notice; or (b) suspend, delete, or limit access to your account or any information made available to you via the Platform. When these Terms expire or are terminated, Sections 5, 8, and 10-12 will survive indefinitely.
13.1. Third Party Services. Ideal will have no liability for any unavailability or inaccuracy of the Platform or other services caused by third parties and not within the commercially reasonable control of Ideal. You are solely responsible for the selection and engagement of any third parties you use in connection with your access and use of the Platform or other services, including but not limited to internet service providers, data storage centers, or independent contractors.
13.2. Notices. Ideal will send all notices to the email address you provide when creating your account. If you need to send Ideal a notice under these Terms, please email email@example.com.
13.3. Assignment. You may not assign your rights under these Terms without Ideal’s prior written consent.
13.4. Compliance with Law. Each party shall comply with applicable law in performing under these Terms. You shall not use the Platform or services to violate or circumvent applicable law.
13.5. Governing Law; Jurisdiction. These Terms will be enforced according to the laws of New York State, without regard to conflicts of laws principles. The state or federal courts located in New York County, New York will have exclusive jurisdiction over any dispute arising from or relating to these Terms, and the parties hereby waive any objection to that jurisdiction.
13.6. Severability. If any provision of these Terms is ruled invalid or unenforceable as a matter of law, the rest of these Terms will remain in full force and effect.
13.7. Publicity. Neither party may use the other party’s names, logos, or other trademarks without that party’s prior written consent.
13.8. Force Majeure. Each party will be excused for failing to perform its obligations under these Terms if it is prevented from or delayed in performing as a result of an event beyond its reasonable control, including but not limited to: failure of utilities; failure of telecommunications networks; acts of God; war; riot; civil unrest; malicious damage; compliance with applicable law; fire; flood; epidemic or pandemic; or storm. Force majeure events do not include any accidents, acts, or events to the extent such events result from the negligence, fault, or intentional wrongdoing of a party and could not have been reasonably prevented by the affected party.
13.9. Relationship of the Parties. The parties are independent contractors. Nothing in these Terms will be construed as creating any partnership, joint venture, or other legal relationship.
13.10. No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties. Except as expressly set forth herein, nothing in these Terms confers any rights or benefits on or to any third party.
13.11. Entire Agreement. These Terms represent the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or verbal, concerning the subject matter hereof.
13.12. No Waiver. No failure to enforce a right or remedy provided by these Terms or available to a party at law or equity will be deemed a waiver of that right or remedy unless expressly waived in a written instrument executed by that party. All remedies available to a party to these Terms are cumulative.