TERMS AND CONDITIONS
INTERPRETATION
1.1. In these Terms and Conditions (“T&C”):
1.1.1. “Billing Date” has the meaning given to that term in Clause 13.1;
1.1.2. “Billing Period” means the period of a month, a year or lifetime depending on which payment plan You have subscribed to, commencing from and including Your Billing Date, to and including the day before Your next Billing Date;
1.1.3. “Charges” has the meaning given to that term in Clause 12.1;
1.1.4. “Commencement Date” has the meaning given to that term in Clause 7.3;
1.1.5. “Confidential Information” has the meaning given to that term in Clause 25.1;
1.1.6. “Content” has the meaning given to that term in Clause 15.2;
1.1.7. “Contract” has the meaning given to that term in Clause 3.1;
1.1.8. “CSE” shall mean CryptoSavingEpertUAB, a company incorporated in Lithuania with registered number 306080554, whose registered office is at Švitrigailos g. 11K-109, LT-03228, Vilnius, Republic of Lithuania;
1.1.9. “Event Outside Our Control” has the meaning given to that term in Clause 27.1;
1.1.10. “Feedback” has the meaning given to that term in Clause 18.1;
1.1.11. “Indicator” shall mean the Stonksy indicator which can be purchased from Us via the Website for use on Trading View;
1.1.12. “Notice” means any notice, request, demand or other communication required or permitted by the terms of these T&C;
1.1.13. “Personal Data” means any information relating to an identified or identifiable natural person;
1.1.14. “Subscription” has the meaning given to that term in Clause 7.1;
1.1.15. “Subscription Confirmation” has the meaning given to the term in Clause 7.3;
1.1.16. “Term” means:
1.1.16.1 the period of one month; or
1.1.16.2 the period of one year; or1.1.16.3. an indefinite period, as specified in Your Subscription Confirmation, commencing from and including the Commencement Date and any continuation of Your Subscription;
1.1.17. “Toby” means Toby Analytics Ltd, trading as Stonksy, which is a company incorporated in the United Kingdom with registered number 15297637, whose registered office is at 7 Victoria Road, Tamworth, England, B79 7HS. The terms “We”, “Us” and “Our” also refer to Toby;
1.1.18. “Website” means Our website, which can be found at www.stonksy.io;
1.1.19.“You” means the party receiving the Subscription Confirmation. The term “Your” also refers to You;
1.1.20. “Your Default” has the meaning given to that term in Clause 11.2.
1.2. Except as otherwise provided, all monetary amounts referred to in these T&C are in GBP and all payments are to be made in GBP.
1.3. Words in the singular mean and include the plural and vice versa.
1.4. Words in the masculine mean and include the feminine and vice versa.
1.5. Headings and titles used in these T&C are inserted for convenience or reference only and should not be considered when interpreting the meaning given to any other provisions.
2. CONTACTING US
2.1. To contact Us, please e-mail Us at contact@stonksy.io. Details of how to give formal Notice are set out at Clause 30.
3. THE CONTRACT
3.1. These T&C apply to the order by You of, and to the supply by Us to You of, the Indicator (“Contract”) and incorporate Our Privacy Statement and Cookie Policy, which can be accessed via the Website. They apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade, custom, practice or course of dealing, to the fullest extent permitted by applicable laws.
3.2. If and to the extent You purchase a CSE Premium Subscription via the Website, You additionally agree and accept the CSE PLUS+ T&C, which can be accessed here and Privacy Statement, available here.
3.3. You should read these T&C carefully. They contain important information relating to legal rights, and include limitations on the liabilities of Toby and certain third parties, disclaimers, and provisions regarding jurisdiction in the event of disputes. We reserve the right, at any time and in Our absolute and sole discretion, to amend these T&C, or any part of them, without prior notice or reason. You agree to be bound by any such amendments immediately upon the revised T&C being posted on the Website, and You should check the T&C regularly so as to ensure You remain familiar with them.
3.4. When You enter into the Contract, You warrant and represent that You are permitted to do so within the terms of Your local jurisdiction, You are capable of entering into and performing legally binding contracts and that all the information You provide is accurate and complete, and will be kept up to date.
3.5. To access or use the Indicator, You must be permitted to do so within Your local jurisdiction. Unless You enter into a separate agreement with Us to the contrary, the Indicator is strictly for Your personal use. If We have previously terminated any account of Yours, or We have banned You from using the Indicator or the Website, You must not use the Indicator or the Website.
3.6. To access or use the Indicator You will be required to set up an account on the Website. You alone are responsible for all activity under Your account. We will not be responsible in any way if Your account and/or password is accessed or misused by a third party. It is Your responsibility to keep Your password secure and You agree to do so at all times.
3.7. Unless You enter into a separate agreement with Us to the contrary, and then solely in accordance with the terms of such agreement as determined by Toby, You will not set up multiple accounts. You will not lend, transfer or sell Your account or account information to a third party, and You must not use the account of another user without their prior written consent.
3.8. Toby may from time to time contact You regarding the administration of Your account and/or the Indicator via the e-mail address provided in Your account registration. You cannot opt out of such non-marketing correspondence and it is Your responsibility to ensure We have Your up-to-date e-mail address. If You fail to receive any communications as a result of an incorrect, out-of-date or incomplete e-mail address, Toby will not be liable for any losses or damages caused by Your failure to receive such communications.
3.9. You agree that You alone are responsible for obtaining, maintaining and paying for any services required in order to access and use the Indicator, including but not limited to access to Trading View.
3.10. You should retain a copy of these T&C for Your reference.
4. ENTIRE AGREEMENT
4.1. The Contract (and any other terms, policies or agreements referred to herein) is the whole agreement between You and Us relating to the subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place in relation to the Contract. You acknowledge that You have not relied on any statement, promise, representation, assurance or warranty that is not set out in the Contract. Nothing in this Clause limits or excludes any liability for fraud or fraudulent misrepresentation.
4.2. You hereby accept and agree that a printed version of these T&C and any notices or communications given in electronic form shall be deemed admissible as evidence in any legal or administrative proceedings relating to these T&C or such other notices or communications.
5. NO JOINT VENTURE
5.1. You hereby accept and agree that no joint venture, agency, partnership or employment relationship exists between You and Toby and/or any of its contractors, partners, associates or affiliates in light of these T&C or any use of the Indicator.
6.LANGUAGE
6.1. These T&C and the Contract are made only in the English language.
7. PLACING AN ORDER FOR A TOBY SUBSCRIPTION AND ITS ACCEPTANCE
7.1. Please follow the on screen instructions to place Your order for a subscription to the Indicator (“Subscription”). You may only submit an order using the method set out on the Website. Each order is an offer by You to buy the Indicator which, subject to these T&C, is to be provided by Us to You during the Term.
7.2. Our order process allows You to check and amend any errors before submitting Your order to Us. Please check the order carefully before confirming it. You are responsible for ensuring that Your order is complete and accurate.
7.3. After You place Your order, You will receive an e-mail from Us accepting Your order (“Subscription Confirmation”), at which point and on which date (“Commencement Date”) the Contract between You and Us will come into existence and Your Subscription will commence.
7.4. If We become unable to supply You with the Indicator for any reason following your order but before the Commencement Date, We will inform You of this by e-mail, We will not process Your order and We will refund You any payment You have made for the Indicator.
7.5. If We become unable to supply You with the Indicator for any reason following the Commencement Date (provided that the reason is not Your breach of these T&C), We will inform You of this by e-mail and We may at Our sole discretion make a full or partial refund of the last annual payment of Charges You have made to Us (if applicable).
8. CHANGING YOUR SUBSCRIPTION
8.1. If you wish to upgrade Your Subscription from monthly or annual to lifetime, You will need to cancel Your annual or monthly subscription and place an order for a lifetime subscription, in accordance with these T&C.
8.2. On placing an order, You will receive a new Subscription Confirmation as per Clauses 7.1 and 7.3. You may not receive a refund or credit for any partial Billing Period.
9. CANCELLING YOUR SUBSCRIPTION
9.1. You can cancel Your monthly or annual Subscription by logging into Your account.
9.2. You will continue to have access to the Indicator until the end of Your Billing Period. At the end of the Billing Period in which You requested to cancel Your Subscription, the Contract will be terminated and You will no longer have access to the Indicator.
9.3. We do not provide refunds or credits for any partial Billing Period, or for any other period except as expressly stated in these T&C.
10. SPECIFICATION
10.1. Any descriptions and illustrations displayed on the Website or other marketing material are published for the sole purpose of giving an approximate idea of what the Indicator has to offer and how it can be used. They will not form part of the Contract or have any contractual force.
10.2. We reserve the right to amend the specification of the Indicator, if required by any applicable statutory or regulatory requirement, or if such amendment will not materially affect the nature or quality of the Indicator and We will notify You in advance of any such amendment if We consider it, in our sole discretion, to be material.
10.3. We warrant to You that the Indicator will be provided using reasonable care and skill.
10.4. We will use all reasonable endeavours to meet any performance dates specified in the Subscription Confirmation, any marketing material or in any other communications with Us, but any such dates are estimates only and failure to perform the Indicator by such dates will not give You the right to terminate the Contract.
11. YOUR OBLIGATIONS
11.1 It is Your responsibility to ensure that:
11.1.1. the terms of Your order are complete and accurate;
11.1.2. You co-operate with Us in all matters relating to the Indicator;
11.1.3. You provide Us with all information reasonably required in order to supply the Indicator, and ensure that such information is complete and accurate in all material respects; and
11.1.4. You comply with all applicable laws.
11.2. If Our ability to provide the Indicator is prevented or delayed by any failure by You to fulfil any obligation as set out in Clause 11.1 (“Your Default”):
11.2.1. We will be entitled to suspend Your access to the Indicator until You remedy Your Default (if such default is capable of remedy), and to rely on Your Default to relieve Us from making the Indicator available to You, in each case to the extent Your Default prevents or delays access to the Indicator. In certain circumstances Your Default may entitle Us to terminate the Contract under Clause 27;
11.2.2. We will not be responsible for any costs or losses You sustain or incur arising directly or indirectly from Our failure or delay to provide access to the Indicator;
11.2.3. It will be Your responsibility to reimburse Us on written demand for any costs or losses We sustain or incur arising directly or indirectly from Your Default.
12. CHARGES
12.1. In consideration of Us making the Indicator available to You, You must pay Our charges (“Charges”) in accordance with this Clause 12.
12.2. The Charges are the prices including any offers or discounts per Billing Period, or in the case of a lifetime Subscription for an indefinite period, quoted on the Website or other marketing material published at the time You submit Your order.
12.3. We reserve the right in our sole discretion to increase Charges. For the avoidance of doubt, however, if You purchase a lifetime Subscription, save as expressly stated in this Clause 12, no additional Charges will be incurred following the receipt of Your Subscription Confirmation.
12.4. Our Charges are exclusive of VAT. Where VAT is payable in respect of the Indicator You must pay Us such additional amount in respect of VAT, at the applicable rate, at the same time You pay the Charges.
12.5. We take all reasonable care to ensure that the price stated for the Indicator is correct at the time when the relevant information is prepared ready for publication. It is, however, always possible that the price of the Indicator may be incorrectly stated. Where the correct price (as determined by Us at Our discretion) for the Indicator is less than the price stated on the Website or other marketing material, We will charge the lower amount. If the correct price for the Indicator is higher than the price stated on the Website or other marketing material, We will contact You as soon as possible to inform You of this error, and We will give You the option of continuing to purchase the Indicator at the correct price or cancelling Your order. We will not process Your order until We have Your instructions. If We are unable to contact You using the contact details You provided during the order process, We will treat the order as cancelled and notify You in writing. However, if We mistakenly accept and process Your order where a pricing error is obvious and unmistakable and could reasonably have been recognised by You as a mispricing, We may cancel Your access to the Indicator and refund You any sum You have paid.
13. HOW TO PAY
13.1. Payment for the Indicator is in advance. We will take Your first payment when Your order is placed regardless of the payment plan You have subscribed to as set out in the Subscription Confirmation. If You purchase:
13.1.1. a monthly or annual Subscription, We will take any subsequent payments monthly or annually as applicable, in advance on the same day of the month or year as as applicable as Your first payment (the “Billing Date”);
13.1.2. a lifetime Subscription, no recurring payments will be taken.
13.2. In order to pay for the Indicator, You will be redirected via the Website to a third party payment processor, such as Stripe. You should be aware that such third parties may apply their own terms to the transaction, and You should familiarise yourself with the content of those terms, which may include provisions regarding circumstances in which they will reattempt payment on expiry of a given timeframe. Unless otherwise stated, payment for the Indicator will be in GBP.
13.3. Notwithstanding any other provisions herein, We may, at Our sole discretion offer alternative payment solutions. If You select such a solution, You will be taken to a third party website in order to arrange payment of the Charges. Whether the transaction can proceed will be at the sole discretion of such provider with no input from Us, and the provider’s policies and terms will apply in addition to these T&C.
14. COMPLAINTS
14.1. If a problem arises or You are dissatisfied with the Indicator, please contact Us by email at contact@stonksy.io.
15. INTELLECTUAL PROPERTY RIGHTS
15.1. You must only use the Indicator as expressly permitted by these T&C. Rights not expressly granted to You by the T&C are reserved by Toby and its third-party service providers and owners, if applicable.
15.2. The Indicator and any content provided by or on behalf of Toby through the Website or otherwise (together the “Content”) and accessed by You at any time is copyrighted and/or trademarked in favour of Toby, or its licensors and suppliers. You accept that the Content is the product of considerable time, effort, skill, knowledge and money on the part of Toby and others on its behalf, and thereby constitutes valuable intellectual property of Toby. You agree to protect the proprietary rights of Toby and others with rights in the Content at all times, and will comply with all requests made by Toby in writing to protect its’ and others’ rights of whatsoever nature in the Content.
15.3. Subject to the T&C and Your compliance with the T&C, Toby grants You a licence to the extent necessary to enable You to make reasonable use of the Content. Such licence is limited, revocable, personal, non-exclusive, cannot be sub-licenced and applies solely to Your Personal use of the Content. The Content cannot be used for any commercial purpose and You agree not to do so. Save for the licence outlined in this Clause, You have no other rights to or in the Content.
15.4. For the avoidance of doubt, You shall not: copy, alter, amend, modify, duplicate, reproduce, publish, share, recreate, sell, licence, trade, lend, allow access to, exploit or use the Content in any way, save as provided in these T&C.
15.5. In the event of breach of any of the T&C, the licence referred to in Clause 15.3 will terminate immediately.
16. PROHIBITIONS
16.1. In addition to the prohibitions referred to in Clauses 15.3 and 15.4, You agree not to:
16.1.1. amend or remove any copyright or other similar notice contained in the Content;
16.1.2. use any trademark, trade mark, logo or trading name of Toby or any other party shown on the Website;
16.1.3. use the Content, or any part of it, with a view to making it available to any third party;
16.1.4. use any bot or similar application to scan, collect or extract data from the Content, or manually download or store Content, save as expressly permitted by Toby;
16.1.5. do anything that may interfere with, or compromise, the Content, its speed, availability or quality;
16.1.6. do anything in an attempt to circumvent any measures put in place to limit or prevent access to the Website or the Content;
16.1.7. attempt, by any means, to gain unauthorised access to the Content, or any systems or servers connected thereto;
16.1.8. do anything which impairs another user’s use of the Content;
16.1.9. introduce any form of malware, virus, Trojan horse, worm or time bomb to the Content, or make any attempt by any means to circumvent any measures put in place to prevent high volume requests for information;
16.1.10 introduce to, or facilitate the distribution through the Website of, anything which seeks to interfere with, collate, or disclose any data or other personal information of Toby, users of the Content or any other party;
16.1.11. use the Content in any way which violates any applicable law or regulation in any way or involves the proceeds of any unlawful act.
17. OWNERSHIP OF THE CONTENT
17.1. Subject to these T&C, You are permitted to view, print and copy the content on the Website, provided it is for Your own personal use. All other uses of such content and any part of it are prohibited, save with the express written consent of Toby. Should You wish to seek such permission, please contact contact@stonksy.io.
17.2. All Content is owned or controlled by Toby. This includes, without limitation, its logo, slogans, trading names and domain names, registered designs, unregistered design rights, trademarks, code, software, database rights and those of its suppliers or licensors, which are either registered or common law trademarks, which cannot be used in any way without prior written consent from either Toby or the holder of the relevant trademark. Also included within this prohibition, is the look and feel of the Content. Any other registered or common law trademarks, company or product names, and logos referenced in the Content belong to their respective owners. Reference to any or all of the same is not indicative of any form of endorsement, partnership or recommendation by Toby.
17.3. Any known or suspected breach of Toby’s intellectual property rights should be reported to Toby at contact@stonksy.io.
18. FEEDBACK
18.1. This Section relates to any communications sent by You to Us, which may include feedback, opinions, comments, questions and suggestions (collectively “Feedback”). It does not refer to any information provided by You that would enable Your identification, which is dealt with by Our Privacy Statement. Our Privacy Statement can be accessed on the Website.
18.2. All Feedback should be submitted by e-mail at contact@stonksy.io, and will not be treated as confidential or proprietary. You accept and agree that Toby is not under any obligation to use Feedback in any way, and may not retain it. You also accept and agree that all rights and interests in the Feedback, including but not limited to, any ideas, suggestions, data, knowledge, techniques, intellectual property and other rights, are assigned to Toby, and should We choose to do so, We can use the Feedback for any purpose whatsoever, without crediting You or providing You with any compensation therefor.
19. PERSONAL DATA
19.1. For full information on Our collection, processing and sharing of Personal Data, please see Our Privacy Statement, which can be accessed on the Website.
20. DISCLAIMERS AND LIABILITY
20.1.1. The Content is strictly for informational purposes only. No part of the Content shall constitute, and You shall not construe it as, any form of offer of any currency, security, financial instrument or digital asset, or as investment or financial advice or recommendations or promotions by Toby, including whether to purchase or invest in any currency, security, financial instrument, service or digital asset, or any investment strategy to be relied upon.
20.1.2. The Content is not intended to be and You should not consider it sufficient to comprise an investment strategy and You should not base Your investment strategy on the Content. The Content is generic, it has not been prepared or tailored in any way according to the needs of any individual, entity or group.
20.1.3. The Content does not express, and You should not construe it as expressing, a view on the future value or prospects of any currency, security, digital asset, service or other interest. You should always undertake Your own independent analysis. The Content does not expressly or impliedly recommend any particular investment strategy of any kind. The Content may not be relied upon as the basis for any product of any kind, without Toby’s prior written consent.
20.1.4. The Content is not intended to be and You should not consider it sufficient to replace Your own independent research with regard to any products or service including but not limited to any applications, software, hardware, wallets, parts and components, available to You to use in connection with, or any way relating to, the sale, purchase, storage, transfer, tracking or staking of digital assets. Any decision on Your part to use or rely on any of the Content or the products referenced therein is entirely at Your own risk.
20.1.5. Some of the Content and information on which it is based, may be submitted to Toby by third party service providers. In such instances, Toby does not review everything submitted for accuracy and completeness, and does not warrant or guarantee the accuracy or completeness of the Content in any way.
20.1.6. The Content may contain errors and omissions. Toby does not guarantee or warrant the accuracy, completeness, safety, security, timeliness, integrity or availability of the Content and will not be liable for any errors or omissions of the Content.
20.1.7. Toby makes no representations or warranties as to the suitability of the Content for any purpose, that it will be uninterrupted and available at all times or that it will be compatible with any software, system or device used in order to gain access. Toby gives no warranty of any kind regarding the Content.
20.1.8. Toby makes no representations and disclaims all warranties that the Content, servers and any communications sent by, or on behalf of, Toby is free of bugs, viruses, Trojan horses or other harmful components.
20.1.9. Toby disclaims all warranties, implied warranties and conditions regarding the Content, merchantability, fitness for any purpose, title, interests and infringement.
20.1.10. To the extent permitted by the applicable law, Toby neither accepts nor assumes any liability or responsibility for any:
20.1.10.1. errors or omissions of the Content or part thereof;
20.1.10.2. property damage or business interruption resulting from the access to or use of the Content;
20.1.10.3. unauthorised access to or use of the Content, the Website, Our servers and anything stored thereon;
20.1.10.4. interruption or cessation of the Content, including but not limited to where this is caused by Your inability to access Trading View for any reason whatsoever;
20.1.10.5. transmission of any bugs, viruses, Trojan horses or other harmful components that may be transmitted through the Content by any third party;
20.1.10.6. loss or damage resulting from any reliance on the Content;
20.1.10.7. defamatory, offensive or unlawful conduct by any third party.
20.1.11. In no circumstances will Toby, its directors, officers, employees, shareholders, agents, sub-contractors, consultants, representatives, partners, advisers or affiliates and permitted successors or assigns be liable for any indirect, punitive, incidental, special or consequential losses or damages, or damages for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill, loss of opportunity, loss of or corruption of software, data or information, arising out of or in any way connected to Your access to, or use of, the Content or to any delay in or inability to access, view or use Content including but not limited to Your inability to access Trading View; any computer viruses, bugs, Trojan horses or other harmful components, information, software, related service, products or services accessed or obtained through the Content; or arising out of the access to or use of the Content, howsoever caused, and whether based on an action in negligence, contract, tort, strict liability or otherwise, whether or not Toby was aware or should have been aware of the possibility such damages may result.
20.1.12. In no circumstances will Toby, its directors, officers, employees, shareholders, managers, agents, contractors, consultants, partners, third party Indicator providers, affiliates, permitted successors and assigns, be liable for any claims, proceedings via any forum, liabilities, damages, losses, obligations or costs, of any nature whatsoever, in excess of 100GBP. This limitation is based on the allocation of risk as between the parties. In the event that any limitation is found not to apply or is ineffective for any reason, the remaining limitations set out in this Clause 20 will survive.
20.1.13. It is accepted by Toby that in some jurisdictions, exclusions or limitations of liability in respect of incidental or consequential damages are not permitted at law. As such, some of the limitations and exclusions set out in this Clause 20 may not apply to You, and Your rights may vary from jurisdiction to jurisdiction. Any exclusions or limitations will only apply to the extent permitted by the applicable law.
21. INDEMNIFICATION
21.1. Unless prohibited under the applicable law, You shall indemnify, defend and hold harmless Toby, its directors, officers, employees, shareholders, managers, agents, contractors, consultants, partners, third party Indicator providers, affiliates, permitted successors and assigns from and against any and all actual or threatened claims, proceedings, suits and actions by any third parties, and any and all liabilities, damages, losses, judgments, costs and expenses (including any reasonable legal fees), arising out of, or in any way connected with or relating to:
21.1.1. Your use or misuse of, or access to the Content;
21.1.2. Your failure to comply with these T&C, or any part of them;
21.1.3. Your failure to comply with any applicable law, regulation or rule;
21.1.4.any claim that any information or data provided by You to Toby in connection with the Content, caused damage to, infringed upon, misappropriated or in any way violated the rights of any third party, including but not limited to any third party intellectual property rights and privacy rights or publicity; and/or
21.1.5. any dispute whatsoever that You may have with a third party relating to or in connection with the Content.
21.2. In the event of any matter subject to indemnification by You, Toby reserves the right, at its own cost, to take over the control and defence, and You agree to cooperate fully with Toby in asserting any defences available, in respect of such matter.
21.3. We have given commitments as to the compliance of the Indicator with the relevant specification in Clause 10. In view of these commitments, the terms implied by Sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
21.4. Unless You notify Us that You intend to make a claim in respect of an event within the notice period, We shall have no liability in respect of, or in any way relating to, that event. The notice period for an event shall start on the day on which You became, or ought reasonably to have become, aware of an event having occurred, and shall expire six months from that date. The Notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
21.5. This Clause 21 will survive termination of the Contract.
22. COMPLIANCE
22.1. We, these T&C and the Content are subject to all applicable laws, rules, regulations and legal process, and nothing in these T&C shall prevent or limit Our right to comply with such laws and legal process, or any enforcement of, or requests, relating thereto.
23. THIRD PARTY WEBSITES
23.1. The Website may include links to, and content hosted and/or published on, third party websites, including but not limited to Trading View. Toby does not monitor, control, or make any claims, warranties or representations regarding all such websites, and You use them entirely at Your own risk. Third party website links and content posted thereon is provided for Your convenience only and save as expressly provided in Clause 13, do not imply any partnership, recommendation, endorsement or affiliation with such third parties or any products or Indicator they may provide.
23.2. When you leave the Website, either via a third party website link or otherwise, You may be able to view content We do not provide. Except where expressly provided on such third party Websites, neither these T&C, nor any of Our other policies govern what You see, or the websites You access. We are not responsible for, have no control over and may not monitor, moderate or review the content on any website or application other than the Website.
23.3. Save where authored by Toby and then only in accordance with these T&C and any additional terms applicable to such content, You accept and agree that Toby will not be responsible or in any way directly or indirectly liable for any products, goods, advice, service, data, resources or any other content made available on or via any third party website or service, for any communication or contact You may have with any third party, or for any actual or alleged harm, damages or losses, caused or allegedly caused by, or in connection with, any of the foregoing, or Your access, reliance or use of the content, material, data or practices of any third party.
24. RIGHTS AND REMEDIES
24.1. The rights and remedies available to Toby and set out in these T&C apply in addition to any other rights and remedies which might otherwise exist. In the event of any breach of the Contract by You or a third party, Toby may seek to rely on any rights or remedies whatsoever available at law or in equity.
24.2. Toby reserves the right, but is under no duty, to investigate any actual, alleged or suspected breach of these T&C or misuse of the Content, or of any law, rule or regulation, and You hereby accept and agree that We have the right to report any activity, data, persons, findings or otherwise to, to provide information without any limitation relating to You and Your use of the Content to, and cooperate with, any:
24.2.1. law enforcement agencies or authorities including but not limited to the Financial Conduct Authority of the United Kingdom (FCA), the US Securities and Exchange Commission (SEC), the Lithuanian Financial Crime Investigation Service and the Monetary Authority of Singapore;
24.2.2. internal and external administrators of internet services, networks or other computing facilities; and
24.2.3. third party service providers and/or vendors.
24.3. You further hereby accept and agree that Toby may disclose any information which We, in our sole discretion, consider We need to provide in order to comply with any applicable law, regulation, injunction or other legal process or governmental or regulatory request.
25. CONFIDENTIALITY
25.1. For the purposes of these T&C, confidential information shall include in relation to both You and Us, any information identified as confidential and disclosed by one party to the other, or which the other party obtains from any information disclosed to it by that party, either orally or in writing or by any other means, under or in connection with the Contract (“Confidential Information”).
25.2. Each party will only use the other Party’s Confidential Information to perform its obligations under the Contract and will not cause or allow such information to be disclosed, except:
25.2.1. where required by law, court or governmental or regulatory body;
25.2.2. to any of its employees, officers, sub-contractors, representatives or advisers who need to know the information in order to discharge its obligations under the Contract and agree only to use the information for that purpose and not to cause or allow disclosure of that information;
25.2.3. where the information is in the public domain or has become generally available to the public (other than as a result of disclosure in breach of the Contract by a party or any of its employees, officers, sub-contractors, representatives or advisers);
25.2.4. where the information was available or known to it on a non-confidential basis before being disclosed under the Contract; or
25.2.5. where the information was developed by or for it independently of the Contract and is received by persons who are not disclosing it.
25.3. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of the Contract.
25.4. All written and oral information and material disclosed or provided by us to You under the Contract is Confidential Information regardless of whether it was provided before or after the date of these T&C or how it was provided to You.
26. TERMINATION, CONSEQUENCES OF TERMINATION AND SURVIVAL
26.1. Without limiting any of Our other rights, We may suspend Your access to the Indicator, or terminate the Contract with immediate effect by giving Notice to You, if:
26.1.1. You commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of You being notified to do so;
26.1.2. You fail to pay any amount due under the Contract on the due date for the payment;
26.1.3. Your financial position deteriorates to such an extent that in Our opinion Your capability to adequately fulfil Your obligations under the Contract is placed in jeopardy.
26.2. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
27. EVENTS OUTSIDE OUR CONTROL
27.1. We are not liable or responsible for any failure to perform, or delay in the performance of, any of Our obligations under the Contract that is caused by any act or event beyond Our reasonable control (“Event Outside Our Control”). Such causes include, but shall not be limited to, power failure, internet service provider failure, failure of Trading View, acts of God, epidemic, pandemic, civil unrest, fire, flood, drought, storm, earthquake, collapse of buildings, explosion or accident, acts of terrorism, acts of war, governmental action, any law or any action taken by the government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or any event that is beyond Our reasonable control.
27.2. If an Event Outside Our Control takes place that affects the performance of Our obligations under the Contract:
27.2.1. We will contact You as soon as reasonably possible to notify You; and
27.2.2. Our obligations under the Contract will be suspended and the time and where reasonably practicable, performance of Our obligations will be extended for the duration of the Event Outside Our Control.
27.3. Notwithstanding any other provisions to the contrary herein, You may cancel the Contract affected by the Event Outside Our Control, which has continued for more than thirty days. To cancel, please submit a Cancellation Notice. If You opt to cancel We will refund the price You have paid, less the charges reasonably and actually incurred by Us in performing the Indicator, up to the date of the occurrence of the Event Outside Our Control.
27.4. If an Event Outside Our Control should occur, We will use Our reasonable endeavours to mitigate its effect upon the performance of Our obligations.
28. NON-SOLICITATION
28.1. You must not attempt to procure services that are competitive with or similar to the Indicator from any of Our directors, employees, contractors or consultants, whether as an employee or on a freelance basis, during the period that We are providing the Indicator to You and for a period of six months following termination of the Contract.
29. NOTICES
29.1. Notices should be given to Us by e-mail.
29.2. Notices may be delivered to Us at the following e-mail address:
29.2.1. contact@stonksy.io; or
29.2.2. to such other address as We may from time to time provide.
29.3. Notices will be delivered by Us to the e-mail address You provided in Your account registration.
29.4. The provisions of this Clause do not apply to the service of any legal proceedings or other documents in any legal action.
30. ASSIGNMENT AND TRANSFER
30.1. Neither the Contract, nor any rights or licences granted thereunder, can be assigned or transferred by You; they can, however, be assigned by Toby in its sole discretion and without restriction or reason. You hereby accept and agree that any attempt by You to assign or transfer the Contract terms or any such rights will be null and void.
31. VARIATION
31.1. Except as permitted by these T&C, no variation of the Contract will be valid or binding unless it is recorded in writing and signed on behalf of both You and Us.
32. WAIVER
32.1. If We do not insist that You perform any of Your obligations under the Contract, or if We do not enforce Our rights against You, or if We delay in doing so, that will not mean that We have waived Our rights against You or that You do not have to comply with those obligations.
33. SEVERABILITY
33.1. Should these T&C or any part or provision or part of a provision herein, including but not limited to, the Disclaimers and Liability Section, and any other warranty, disclaimer or limit of liability, be determined invalid or unenforceable under any applicable law, they shall be deemed superseded and replaced by valid and enforceable provisions that, to the greatest extent possible, fulfil the purposes and intent of the invalid or unenforceable provisions. Furthermore, any such invalid or unenforceable terms shall be deemed severable, and shall not impact the validity or enforceability of any other provisions.
33.2. In addition, and without prejudice to the foregoing Clause, some jurisdictions may impose limitations on the exclusion or limitation of implied warranties, or liability for incidental or consequential damages, and may also provide additional rights over and above those referred to in the Disclaimers and Liability Clauses. As such, some or all of the limitations provided in the Disclaimers and Liability Clauses may not apply to You, or may be superseded wholly or partially by local law.
34. THIRD PARTY RIGHTS
34.1. The Contract is between You and Us. The Contracts (Rights of Third Parties) Act 1999 does not apply to the Contract and no third party has any right to enforce or rely on any provision of the Contract.
35. LAW AND JURISDICTION
35.1. These T&C and the Contract will be governed by, and construed in accordance with, the laws of England and Wales and all disputes arising under these T&C and the Contract (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
Published: September 2024