Subscription Agreement

Spyglass Research, LLC (“SPY”)

1. The Agreement

This agreement, as may be amended from time-to-time (“Subscription Agreement” or “Agreement”), governs subscriptions (“Subscriptions”) to, and subscription accounts for (“Subscription Accounts”), the research (“Research”) of Spyglass Research. SPY reserves the right at any time to amend the Agreement. Unless stated otherwise, such amendments are effective upon the posting of an amended Subscription Agreement to the SPY website.

The Agreement, as it may be amended from time-to-time, constitutes the entire agreement between the subscriber and SPY relating to the Subscription, Subscription Account, and Research. The Agreement supersedes any prior or contemporaneous written or oral agreements between the subscriber and SPY on these subjects.

2. Registration

When registering, subscribers must provide SPY with true, accurate, current, and complete information about the subscriber. SPY retains the right at any time to terminate a Subscription or Subscription Account on the basis that (i) information that is true, accurate, current, and complete was not provided or (ii) the subscriber failed to maintain and promptly update the registration information.

3. Standards of Conduct

With respect to the Research and Subscription Accounts, subscribers and their employees or agents agree to the following standards of conduct:

Subscribers and their employees or agents –

  • may not share the Subscription with, or transfer the Subscription to, another person or entity (including, without limitation, affiliates or successors of the subscriber) without written pre-approval from SPY,
  • may not share the Subscription Account with, or transfer the Subscription Account to, another person or entity (including, without limitation, affiliates or successors of the subscriber) without written pre-approval from SPY;
  • may not copy, photocopy, or duplicate any part of the Research in any form by any means without written pre-approval from SPY;
  • may not distribute any part of the Research in any form by any means without written pre-approval from SPY;
  • may not use the trademarks, service marks, and logos of SPY without written pre-approval from SPY;
  • may not use the Subscription, Subscription Account or Research for any unauthorized, illegal or improper purpose;
  • must notify SPY promptly if they become aware of any possible unauthorized, illegal or improper use(s) of the Subscription, Subscription Account or Research;
  • are responsible for all activities that occur under the log-in information for the Subscription Account;
  • are responsible for securing the log-in information; and
  • must comply with all applicable laws, rules, and regulations in connection with the use of the Subscription, Subscription Account, and Research.

Subscribers and others can subject themselves to legal and other liabilities for possible violations of the above standards of conduct.

4. Fees

SPY maintains a rate card of the fees that SPY charges new and existing clients for a Subscription at www.spyglass-research.com.

SPY subscriptions agreements will renew automatically based upon the previous subscription’s term (length of time for the prior subscription) and the then current subscription rate (this may provide for a price increase and there is no guarantee prices will remain stagnant) – e.g., SPY assesses renewal fees no less than two weeks before a Subscription is set to expire. SPY reserves the right to suspend or terminate a Subscription or Subscription Account due to the subscriber’s failure to pay the renewal fees by the date specified on the invoice.

5. Cancellations

SPY subscribers can cancel their subscription at anytime. E.g., – Subscribers may cancel their Subscriptions in writing at any time. Subscribers who cancel early will not be refunded any portion of their Subscription fee. The Subscription Account will remain active through the end of the Subscription period.

6. Restriction, Suspension, and Termination

SPY retains the right to restrict, suspend and terminate a subscribers subscription at any time. E.g., – SPY reserves the right to restrict, suspend or terminate the Subscription and/or Subscription Account of any subscriber at any time. SPY has the sole discretion, with or without cause, to take such action. SPY need not provide the subscriber with notice prior to taking such action. Should SPY take such action, and SPY acted without cause, SPY shall refund, reimburse, or credit the affected subscriber(s) for any unused portion of the Subscription fee, calculated on a pro rata basis. SPY has no additional liability or further obligation of any kind whatsoever to the subscriber or a third-party of the subscriber.

7. Key Limitations

The Subscription, Subscription Account, and Research are subject to the following key limitations:

  • SPY is not registered as an investment adviser with any federal or state regulatory agency. SPY, as a publisher, relies on the “publisher’s exclusion” from the definition of investment adviser as provided under Section 202(a)(11) of the Investment Advisers Act of 1940. In that capacity, SPY prepares and distributes only impersonal, investment-related information (herein, Research), including model portfolios of investments.
  • Subscribers do not receive any investment advisory, supervisory or management services from SPY, which expresses no opinion as to whether any of its recommendations are appropriate for a certain person’s or entity’s investment portfolio, strategy, financial situation, or investment objective(s). SPY is not responsible for any investment decision. All users of SPY Research should consider whether any advice or recommendation by SPY is suitable for their circumstances and, if appropriate, seek professional advice, including tax advice.
  • The Research is based on public information, including performance data, that SPY considers reliable. SPY, however, does not guarantee the accuracy or completeness of such information, which has not been independently verified, and thus does not guarantee the accuracy or completeness of the Research. The information and opinions contained in the Research, including the price and value of investments referred to therein, are subject to change without notice. As markets and companies change continuously, previously published information and data may not be current. Past performance is not an indication of future results. SPY makes no commitment to update its Research.
  • SPY employees may trade in securities that are discussed in the Research and hold investment positions that are inconsistent with the information and opinions provided in the Research.
  • SPY does not assume any liability for any loss or damages that may result from reliance by any person or entity upon the Research, including any model portfolios of investments provided therein. Subscribers should review carefully any additional disclaimers or disclosures that (i) SPY includes in the Research or (ii) third-parties provide with respect to third-party content that SPY has used in the Research.
  • The Research is directed solely to individuals and entities residing in the United States. Those who choose to access the Research from outside the United States do so at their own risk, and are solely responsible for compliance with local laws, if and to the extent applicable.

8. Disclaimer of Warranties

Subscribers assume total responsibility and risk for accessing and using the Research and Subscription Account.

The Research is provided “as is.” To the fullest extent permissible pursuant to applicable law, SPY and its officers, directors, employees, and agents disclaim all warranties (express, implied, statutory or otherwise), including, but not limited to, implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose or use, and all warranties relating to the adequacy, accuracy, timeliness or completeness of the Research. No verbal or written opinion, advice, or statement of SPY or its officers, directors, employees or agents shall create any warranty. To the extent SPY uses a third-party product or service such as a document management system to carry out its obligations under this Agreement, SPY makes no warranties with respect to those products or services and accepts no liability with respect to them. To the extent the Research contains links or references to non-SPY websites or resources, SPY makes no warranties with respect to those non-SPY websites or resources and accepts no liability with respect to them. Use of third-party products and services, or use or inclusion of third-party links or resources, does not imply SPY’s endorsement.

Under no circumstances shall SPY be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.

9. Limitation of Liability and Damages

NEITHER SPY NOR ITS CURRENT AND FORMER DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE RESEARCH AND SUBSCRIPTION ACCOUNT AND/OR ANY CONTENT CONTAINED THEREIN, INCLUDING WITHOUT LIMITATION ANY THIRD-PARTY CONTENT, WHETHER SUCH DAMAGE IS FORESEEABLE OR NOT AND WHETHER OR NOT SUBSCRIBERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

FOR AVOIDANCE OF DOUBT, DAMAGES ARISING UNDER THE SECTION ENTITLED “INDEMNIFICATION” BELOW (INCLUDING, WITHOUT LIMITATION, DAMAGES TO WHICH A PARTY IS ENTITLED TO INDEMNIFICATION UNDER SUCH SECTION THAT SUCH PARTY SUFFERS IN CONNECTION WITH THIRD-PARTY CLAIMS FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES) ARE DEEMED TO BE DIRECT DAMAGES OF THE INDEMNIFIED PARTY.

THE SOLE REMEDY FOR DISSATISFACTION WITH THE RESEARCH AND SUBCRIPTION ACCOUNT IS TO STOP USING THEM. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO SPY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION — WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE — SHALL BE THE TOTAL AMOUNT PAID, IF ANY, TO SPY BY THE SUBSCRIBER FOR THE SUBSCRIPTION PERIOD IN WHICH THE ALLEGED HARM OCCURS.

10. Indemnification

Subscriber agrees to indemnify, defend, and hold harmless SPY and its current and former officers, directors, employees, and agents and their successors and assignees from and against any and all liabilities, claims (including, without limitation, third-party claims), damages, losses, costs (including reasonable attorneys’ fees), or other expenses associated with or incurred as a result of or from (a) the subscriber’s violation of the Agreement; (b) the subscriber’s use of the Research and Subscription Account; (c) a violation by the subscriber or its employees or agents of the rights of any third-party; (d) the actual or alleged infringement of any third-party proprietary or intellectual property right arising out of the duplication, sale, distribution, or use of the Research, or (e) any liability arising from the subscriber’s use of the Research and Subscription Account.

11. Governing Law

The Agreement shall be governed by, and construed in, accordance with the laws of the State of California, excluding (a) the application of principles of conflict of laws that otherwise might call for the application of the substantive law of another jurisdiction and (b) the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

Subscribers agree to submit to the personal and exclusive jurisdiction of the federal and state courts located within Orange, California, and waive any jurisdictional venue or inconvenient forum objections to such courts. Such courts shall have the sole and exclusive jurisdiction over any action, suit or other proceeding arising out of or relating to the Subscription Agreement, other than any action, suit or other proceeding arising from an alleged breach of subscriber data.

Subscribers further agree that any action, suit or other proceeding arising from an alleged breach of subscriber data shall be submitted to binding arbitration for resolution. Such arbitration shall take place in Orange, California and shall be conducted in accordance with the rules of the American Arbitration Association in effect at that time.

12. Severability

If any provision of the Subscription Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Subscription Agreement and shall not affect the validity and enforceability of any remaining provisions.