1. DEFINITIONS
“Major Traders” means Major Traders LLC “Client” means the party utilizing Major Traders’s services. “Agreement” means this Terms of Service Agreement. “Content” means all information and materials submitted by Client to Major Traders. “Service” or “Services” means any and all services provided to Client by Major Traders. “Partner” or “Partners” means a third party that has a joint venture, marketing or similar relationship with Major Traders; a third party who broadcasts, displays or distributes the Content with the permission of Major Traders; and any third party who otherwise uses the Content with Major Traders's permission.

2. PAYMENT TERMS
Clients must pay for Services by credit card at the time the Content is submitted or, with approved credit, may be invoiced. Unless otherwise specified, all invoices of Major Traders are due upon receipt. Major Traders may, at its sole election, suspend performance of any further Services until such time as all payments due are paid.

3. REPRESENTATIONS, WARRANTIES AND COVENANTS
Client is solely responsible for the accuracy and authenticity of the Content submitted by Client to Major Traders. Major Traders reserves the right to reject copy when necessary in its judgment.

Client represents and warrants to Major Traders that it has the right and is authorized to submit the Content to Major Traders for distribution, broadcasting and/or filing; that the Content is true and accurate; that the Client is not impersonating any person or entity or misrepresenting Client’s affiliation with any person or entity; that the Content complies with all applicable laws and regulations; that the Content will not violate or infringe upon any copyright, trademark, or service mark rights, any other property rights, privacy rights, non-solicitation rights, intellectual property rights, confidentiality rights or other proprietary or contractual rights of any person or entity; that the Content does not contain any information which is libelous, defames or slanders any person or entity, which violates the intellectual property or confidentiality rights of any person or entity; and that Client has investigated the desirability of utilizing Major Traders’s services and is not relying on any representation, guarantee, or statement other than as set forth in these Terms of Service or in the materials on Major Traders’s web site, “Major Traders.com”.

4. INDEMNIFICATION AND LIMITATION OF LIABILITY
In the event any third party brings any action, arbitration, or other legal proceeding (collectively, "legal proceeding") against Major Traders, its officers, directors, shareholders, agents, employees or other representatives of Major Traders, or against any Partner (collectively hereinafter referred to as "the Indemnified Parties"), Client shall indemnify, defend, and hold harmless the Indemnified Parties from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorneys' fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or relate to, this Agreement or any breach of any representation, warranty or covenant of Client contained in this Agreement, or the Services provided to Client.

Neither Major Traders, its affiliates nor Partners shall be liable in any way for indirect, incidental, consequential, special or exemplary damages, punitive damages or penalties (even if Major Traders has been advised of the possibility of such damages or penalties), arising out of this Agreement, including but not limited to, loss of revenue, change in share price, loss of anticipated profits or lost business. This limitation of liability applies to any damages or penalties, including without limitation those caused by any failure of performance, error, omission, interruption, delay in operation or transmission, whether for breach of contract, tortious conduct, acts or omissions, negligence, or under any other claim or cause of action.


ANY LIABILITY OF MAJOR TRADERS, ITS AFFILIATES AND PARTNERS IN CONNECTION WITH, OR FOR PRODUCTS AND SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, SHALL BE STRICTLY LIMITED TO THE APPLICABLE AMOUNT (IF ANY) ACTUALLY PAID BY OR ON BEHALF OF CLIENT TO MAJOR TRADERS.

5. LICENSE
Client hereby grants Major Traders a non-exclusive, royalty-free, sub-licensable, irrevocable, transferable and assignable license to store, display, reproduce, distribute and, if appropriate, translate the Content submitted to Major Traders. Client also grants Major Traders the right to mention Client’s name in Major Traders’s marketing materials, unless Client requests in writing that Major Traders refrain from such mentions.

All intellectual property rights in, and ownership of, all materials provided by Client and any materials developed by Major Traders in connection with its performance of the Services shall be and shall remain the exclusive property of Client. Major Traders may use such materials solely for the purpose of performing the Service.

6. POLICIES
Major Traders maintains a set of policies (see “Client Use Policies” attached) governing the allowable usage of its Services. Client agrees to adhere to the Policies, as amended from time to time, as a necessary condition to using the Services.

7. PRICES
Prices for Major Traders's Services are as described in the Major Traders Service Agreement attached.

8. NO WARRANTIES BY MAJOR TRADERS
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, MAJOR TRADERS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO ITS PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR SUITABILITY FOR ANY SPECIFIC PURPOSE.

9. CONFIDENTIAL INFORMATION
Major Traders shall use all commercially reasonable efforts to maintain the confidentiality of, and shall not use for purposes unrelated to this Agreement any confidential information or material relating to Client that comes into the possession of Major Traders in connection with this Agreement. The foregoing shall not apply to information in the public domain or which has been previously obtained by Major Traders from a third party without breach of any obligation of confidentiality.

10. FORCE MAJEURE

Major Traders shall not be liable for any delay or non-performance arising from any cause out of its reasonable control, including, without limitation, acts of God, government acts, war, riots, terrorism, civil commotion, industrial disputes, technical failure, communications failure, general availability of the internet, weather, flood, fire or explosion, and natural or local emergencies.

11. ENTIRE AGREEMENT, SEVERABILITY, SUCCESSORS AND ASSIGNS

This Agreement, together with the Policies and a sales contract or other pricing agreement (if any, and including any pricing schedule attached hereto) between Client and Major Traders, constitute the entire agreement and replaces and supersedes any and all prior written and oral understandings, whether express or implied and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns, but except as otherwise provided in this Section 13; neither this Agreement nor any of the rights, interests or obligations hereunder shall be assignable or transferable by either party without the prior written consent of the other party hereto, which consent shall not be unreasonably withheld, and any such unauthorized assignment or transfer shall be void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets or stock. If any term, provision or portion of a term or provision of this Agreement is invalid, illegal, overbroad or incapable of being enforced by any rule of law or public policy, all other terms, provisions, and portions of terms and provisions of this Agreement shall nevertheless remain in full force.

12. JURISDICTION
Any lawsuit filed by either party to enforce or construe any right granted under this Agreement or to assert any claim arising from the Services provided by Major Traders to Client shall be governed and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Each party to this Agreement hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario. In the event of any litigation to enforce any provision of the Agreement, the prevailing party will be entitled to recover from the other party its costs and fees, including reasonable legal fees.

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