FLUENT TECHNOLIGIES PLATFORM
Introduction. This acceptable use policy (this “AUP”) sets forth certain terms and conditions of Fluent Trade Technologies SARL, a Luxembourg company having a place of business at 10, RUE ANTOINE, L-1820, LUXEMBOURG (“Fluent”, “we”, “our”, or “us”) regarding the use of our proprietary end-to-end, turn-key ecosystem platform for automated trading systems and brokers, which provides among other things data processing, trading, database warehousing, data distribution, monitoring, risk management and hosting functionality to subscribers (“Subscribers”) and their authorized users (“Users”, and collectively with Subscribers, “Customers”, “you”, “your” and “yours”) which is currently branded under the name "Fluent™" (the “Platform”). For the sake of clarity, a prospective Subscriber and a prospective User who are using the Platform on a trial basis shall also be deemed to be a "Subscriber" and a “User”, respectively, for purposes of this AUP. All references to "you", "your", and "yours" hereunder shall refer to either Subscribers or Users or to both Subscribers and Users collectively, as applicable; provided, however, that such terms will refer collectively to both Subscribers and Users unless the context of this AUP indicates otherwise.
Modification to AUP. We reserve the right to modify this AUP at any time. You agree to review this AUP periodically to be aware of all such modifications. You further agree that your continued use of the Platform after any such modifications have been made shall be deemed to be your conclusive acceptance of any modified version of this AUP. We will indicate that changes to this AUP have been made by updating the date indicated after “Last Updated” at the beginning of this AUP. If you do not agree to abide by the initial version or any modified version of this AUP, then you are not authorized to use the Platform.
Prohibitions. Customers shall not, and Subscribers shall ensure that Users or any other person under their control do not:
- access or use any portion of the Platform not expressly permitted under an applicable subscription agreement between Fluent and a Subscriber and whose use has been paid for by Subscriber, access or attempt to gain access to the Platform through unauthorized means, or make the Platform accessible to any person who has not been authorized in writing by Fluent;
- access or use any software underlying or otherwise provided to a Subscriber as part of the Platform (“Software”) other than as permitted in the documentation accompanying such Software or as otherwise provided in writing by Fluent;
- translate, adapt, decompile, reverse engineer, reverse assemble the Platform (or any portion thereof), extract any Software, or attempt any of the foregoing;
- copy, modify, or create a derivative work of the Platform (or any portion thereof), or use the Platform (or any portion thereof) to create new applications, modules, products or services;
- sell, resell, rent or lease the Platform (or any portion thereof), or transfer any Software to a different platform or operating system, except as may be specifically permitted in writing by Fluent;
- export or use any Software or any accompanying documentation in violation of U.S. or other applicable laws or regulations, including without limitation U.S. Department of Commerce export administration regulations;
- use, or authorize or permit the use of, the Platform, except as expressly permitted in this AUP or otherwise in writing by Fluent;
- use any third party software in conjunction with the Platform, except as expressly permitted in writing by Fluent;
- delete, modify or otherwise interfere with any patent, copyright, trademark or other proprietary rights notices which appear on or through the Platform;
- relate to transactions which involve the violation of any applicable law and/or regulation;
- directly or indirectly sell, sublicense, relicense, distribute, disclose, use, rent or lease access to or use of the Platform (or any portion thereof) as a service bureau or for any other party use, other than as expressly permitted in writing by Fluent; or
- use the Platform in any manner which (i) interrupts, destroys or limits the integrity, performance or otherwise the functionality of any computer software or hardware or telecommunications equipment used in connection with the Platform; (ii) interferes with or disrupts the Platform, computer system accessing the Platform, or otherwise interferes with operations or disrupts the normal functioning of the Platform in any material way, or acts illegally or maliciously against the business interests or reputation of Fluent; (iii) infringes any copyright, trademark, trade secret, patent or other right of any party (including without limitation the promoting of an illegal or unauthorized copy of another person's copyrighted work); (iv) causes Fluent to lose (in whole or part) the services of our internet service provider(s) or other supplier(s); (v) stores or transmits infringing, libelous, obscene or otherwise unlawful or tortious material (as determined by Fluent in our sole discretion); (vi) uses the Platform to store or transmit any material that is not intended by Fluent to be transmitted through the Platform by a Subscribers and/or Users; (vii) stores or transmits any malicious software code or any other material in violation of any third party privacy or others rights; or (viii) violates, or encourages others to violate, this AUP or any other additional applicable agreement between you and us, or violates or encourages others to violate any applicable local, state, national, or international law or regulation.
Violations of AUP. Fluent may immediately terminate its subscription agreement with Subscriber and/or otherwise suspend, restrict, revoke or take any other appropriate action with regard to Subscriber’s and all Users’ continued access to, and use of, the Platform, without the benefit of any cure period and without the need to refund any pre-paid fees paid by such Subscriber or to provide any content to Subscriber which was deleted as a result of such action, in the event that (a) any attempt is made, other than by Fluent, to address any errors, defects and the like in the Platform other than through the processes expressly outlined in the Fluent’s Service Level Agreement; (b) any development, customization, enhancement or the like of any Software or other component of the Platform is carried out in connection with the Platform by any person other than Fluent; (c) such Subscriber fails to pay any applicable Fluent invoice pursuant to the subscription agreement between such Subscriber and Fluent; (d) such Subscriber has not complied (in the reasonably opinion of Fluent) with Fluent’s minimum requirements for such Subscriber’s computer systems to support Platform usage, or such systems have ceased to be capable of running all programs associated with the Platform; (e) there has been any breach of Section 3 of this AUP by a Subscriber or any of its Users, as determined by Fluent in its sole discretion; or (f) a Subscriber and/or any of its Users (i) negatively impacts or threatens to negatively impact the Platform in any material way, (ii) infringes Fluent’s rights regarding any of Fluent’s intellectual property or other proprietary assets regarding the Platform (including without limitation the Software), or (iii) commits a breach which reasonably cannot be cured within the cure period provided in the subscription agreement between such Subscriber and Fluent.
Liability; Discretion. Each Subscriber shall be fully responsible and liable for any violation of the restrictions set forth in this AUP by such Subscriber and/or any of its Users, and/or any person accessing the Platform due to the breach or omission of such Subscriber and/or any such Users. In the event of any violation of this AUP by you, Fluent reserves the right to take any of the actions set forth above without notice to you. You understand that we reserve the right to conclude that your conduct is in violation of the standards set forth in this AUP in our sole discretion, and that we may arrive at such a conclusion even if it is based upon our good faith opinion or mere suspicion or belief, and even if we do not take such actions against other Subscribers and/or Users who have also violated the provisions of this AUP. Without limiting any of the foregoing, you agree that we, in responding to a third party complaint regarding your use of the Platform, reserve the right in our sole discretion to suspend or terminate your access and/or use of the Platform, subject to this AUP without notice to you and with any obligation to refund fees paid by you to Fluent or to provide you with any content uploaded by you to the Platform.