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Terms of Use
Updated: JANUARY 2024
THESE TERMS OF USE, AS AMENDED FROM TIME TO TIME (THIS
“AGREEMENT”), SET FORTH THE TERMS OF YOUR USE OF THE “SERVICES”
(DEFINED BELOW) OF HX RESEARCH (“HX,” “WE,” “US,” AND/OR “OUR”). THIS IS
A BINDING CONTRACT BETWEEN “YOU”, AS A “USER” OF THE SERVICES (“YOU,”
“YOUR,” AND/OR “USER”) AND HX RESEARCH, THE PROVIDER OF THE
SERVICES. THIS AGREEMENT INCORPORATES BY REFERENCE ANY OTHER
RULES OR GUIDELINES POSTED REGARDING OUR SERVICES (EACH, AN
“ANNEX”), AS MAY BE AMENDED BY US FROM TIME TO TIME.
IF YOU ACCESS, PURCHASE AND/OR USE OF ANY OF THE SERVICES, YOU
AGREE TO BE BOUND BY AND TO COMPLY WITH THIS AGREEMENT. IF YOU DO
NOT AGREE TO THIS AGREEMENT, YOU MUST NOT ACCESS OR USE ANY OF
THE SERVICES AND MUST IMMEDIATELY CEASE ALL USE OF THE SERVICES.
SOME OF THE SERVICES ARE DELIVERED ELECTRONICALLY, AND MAY
INCLUDE ELECTRONIC TRANSACTIONS. BY ACCESSING AND/OR USING THE
SERVICES, YOU AGREE THAT YOU WILL BE BOUND BY ANY ELECTRONIC
SUBMISSIONS,
COMMUNICATIONS OR TRANSACTIONS MADE USING YOUR “CREDENTIALS”
(DEFINED BELOW), INCLUDING YOUR ACCEPTANCE OF THIS AGREEMENT, AND
YOU CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS FROM US,
INCLUDING, BUT NOT LIMITED TO, NOTICES OF CANCELLATION AND
RENEWALS, POLICIES, CONTRACTS AND APPLICATIONS.
OUR PRIVACY POLICY [ADD HYPERLINK] AND ITS TERMS AND PROVISIONS ARE
INCORPORATED INTO THIS AGREEMENT AND DESCRIBE OUR COLLECTION
AND USE OF PERSONAL INFORMATION IN CONNECTION WITH YOUR
ACCESSING AND USING OUR SERVICES OR PLATFORMS (AS DEFINED BELOW).
OUR PRIVACY POLICY IS AVAILABLE AT [INCLUDE WEB ADDRESS].
1. CHANGES TO THIS AGREEMENT
We reserve the right, in our sole discretion, to change, modify and/or revise this
Agreement (including any Annex) at any time. Any such changes are effective
immediately upon our posting of the amended Agreement (with its updated date) or
other notice to you. You agree that your continued access or use of the Services
following such posting constitutes acceptance of the Agreement as amended. Note that
when we add to or modify a “Premium Service” (defined below), we may modify this
Agreement with respect to such Premium Service. If you have the Agreement cached
on a browser, the applicable Agreement is the most recent version of the Agreement
that appears on a non-cached browser. You should review the Agreement on our
“Platforms” (defined below) frequently.
2. THE SERVICES
The Services include our written and digital publications and materials, websites
(including, but not limited to, www.hxrsearch.net, https://daily.hxresearch.net/,
https://income.hxresearch.net/) and our mobile applications, social media accounts
(including but not limited to Instagram, Twitter, Linkedin, TikTok, YouTube, SnapChat,
Facebook and Threads) and all other online and other platforms (collectively,
the “Platforms”), and all “Content” (defined below) displayed on or delivered through
the Platforms, and memberships (collectively, the “Services”). “Content” means all
data, information, research, e-letters, newsletters, digests, articles and blogs, news
aggregate services, emails, images, graphs, videos, podcasts, webinars, conferences,
books, audio (including, but not limited to, access to conference calls), software,
analytic tools, and any visual, audio or digital content that we make available on or
through a Platform. The Services include certain Services provided free of charge
(“Free Services”) as well as Services for which you must pay a one-time fee,
subscription fee, maintenance fee or other fee in order to have access, including, but
not limited to, our premium Content and memberships (collectively “Premium
Services”). The terms of this Agreement apply to both Free Services and, where
expressly indicated below, to the applicable Premium Services. For the avoidance of
doubt, this Agreement applies to Services that we make available on or through a
Platform that may be accessed by a User to whom we have issued Credentials (defined
below), as well as those Services made available by email, on or through Platforms that
do not require Credentials, or through other processes, mediums or channels.
This Agreement applies to all Services, whether purchased or used separately or as
part of a membership package or any solution or bundled package of Services. If you
purchase or use Services that are sold or otherwise provided together as a solution or
bundled package (as opposed to your purchasing or using Services separately),
termination of any part of the Services will result in the termination of all Services
provided as part of the solution or bundled package. See Section 12 for additional
details on this subject.
3. DISCLAIMERS CONCERNING THE CONTENT WE PROVIDE
You acknowledge and agree to the following:
· HX Research is a publisher of financial information, not an investment
advisor. We rely upon the “publisher’s exclusion” from the definition of investment
advisor under Section 202(a)(11)(D) of the Investment Advisors Act of 1940 and
corresponding state securities laws. We also rely on the exemption from registration
under Section 34 of the Securities Act (Ontario) and its equivalents in other Canadian
jurisdictions. We do not provide personalized or individualized investment advice or
advice that is tailored to the needs of any particular recipient. Any information provided
as part of the Services is impersonal and not specific to any person’s investment needs.
You acknowledge and agree that no Content published or otherwise provided as part of
any Service constitutes a personalized recommendation or advice regarding the
suitability of, or advisability of investing in, purchasing or selling any particular
investment, security, portfolio, commodity, transaction or investment strategy. To the
extent that any of the Content may be deemed to be investment advice or
recommendations in connection with a particular security, such information is
impersonal and not tailored to the investment needs of any specific person;
· No statement or expression of opinion, or any other matter herein, directly or
indirectly, is an offer or the solicitation of an offer to buy or sell the securities or financial
instruments mentioned. While we believe the sources of information to be reliable, we in
no way represent or guarantee the accuracy of the statements made herein. HX
Research Corporation does not provide individual investment counseling, act as an
advisor, or individually advocate the purchase or sale of any security or investment. You
assume the entire cost and risk of any investing or trading you choose to undertake.
You are solely responsible for making your own investment decisions;
· HX Research Corporation is NOT a registered investment advisor or dealer.
Users should not view the Services as offering personalized legal or investment
counseling. Investments discussed in the Services should only be made/considered
after consulting with your investment advisor and only after reviewing the prospectus,
other offering materials or financial statements of the issuer in question;
· The Content provided on our Platforms through the Services are not to be
regarded as investment advice, but are for general informational purposes only.
Investing involves risk, so caution must always be utilized. We cannot guarantee profits
or freedom from loss. You assume the entire cost and risk of any investing or trading
you may choose to undertake. You are solely responsible for making your own
investment decisions. HX Research Corporation, and its representatives, personnel,
principals, moderators, members, editorial staff, employees or independent contractors
(collectively, “Our Representatives”), ARE NOT registered as securities broker
dealers or investment advisors either with the U.S. Securities and Exchange
Commission or with any securities regulatory authority in Canada or otherwise;
· None of Our Representatives will provide you with personalized advice regarding
the value or suitability of, or advisability of investing in, purchasing or selling, any
particular investment, security, portfolio, commodity, transaction, investment strategy or
any other matter, and you further agree not to request or contact us for such advice;
· From time to time the Services provide the opinion and commentary of Our
Representatives, as well as well as opinion and commentary of third parties that are not
controlled by HX Research, including, but not limited to, interviewees, guests, analysts
and other third-party Content providers (collectively, “Outside Contributors”), as well
as opinions and commentary provided in the products and services of our affiliates. The
Services may contain opinions and commentary with regard to investments that may
differ from opinions and commentary provided by and in other Services, Outside
Contributors and/or our affiliates. The Services and/or Content are not to be used or
construed as a recommendation or offer to buy or sell, or a solicitation of an offer to buy
or sell, any security, company, financial product or instrument, or to participate in any
particular investment strategy, by any of the “HX Research Entities” (defined below) or
any third party. The Services and all Content are for informational purposes only and
are not intended to provide you with tax, legal, investment or accounting advice. None
of HX Research Entities shall be liable for any investment decisions based upon or
results obtained from the Services and/or Content. Trading in investments involves risk
and volatility, and any of the investments discussed in the Services may lose their value
after purchase. Past investment results are not necessarily indicative of future
performance;
· Although we have certain trading restrictions for Our Representatives relating to
investments or securities that are recommended in the Services, from time to time, one
or more Outside Contributors or their affiliates may have a position in the investment or
securities written about in the Services. In cases where the position is held at the time of
publication, Outside Contributors may make a related disclosure; however, HX
Research has no duty or obligation to investigate or determine whether Outside
Contributors or their affiliates hold a position in an investment or security written about
in the Services or to ensure that Outside Contributors make any such disclosure. In
addition, Outside Contributors may be subject to certain restrictions on trading for their
own account. In addition, certain of Our Representatives and other persons from our
affiliates may, from time to time, have positions in, or buy or sell, the investments,
securities or derivatives thereof that are referenced in the Content and may take
positions inconsistent with the views expressed therein;
· Where Services and/or Content provided by HX Research consists of pricing or
performance data, such data has been obtained from third-party sources reasonably
believed to be reliable. However, the accuracy, completeness or timeliness of any such
data or data calculations that are provided by a “Third Party Provider” (defined below)
are not guaranteed by such “Third-Party Providers” or by HX Research, or any other
third party. You acknowledge and agree that we do not have control over the quality,
accuracy, completeness, veracity or legality of any portion of our Content that is
provided by Third-Party Providers or Outside Contributors;
· From time to time, reference may be made in our marketing materials to prior
articles and opinions we have published. These references may be selective, may
reference only a portion of an article or recommendation, and may not be current. As
markets change continuously, previously published information and data may not be
current and should not be relied upon;
· When U.S., Canada, international, cryptocurrency and/or other similar exchanges
are open, any quotes that we may provide through our Platforms are delayed (other
than those obtained through any real-time quote services we make available to users of
certain Services). When such exchanges are not open, quotes are only current as of the
close of the last day of trading. You acknowledge and agree that neither HX Research
nor any Third-Party Provider of these quotes or related data shall be liable to you or any
third party for any damage or loss resulting from your reliance or trading on the quotes,
information or data contained or referenced in the Content or Services;
· To the extent any of the Services involve a model portfolio of investments, such
portfolio provides investment ideas and/or provides information regarding investments,
and is chosen by Our Representatives or Outside Contributors in accordance with our
or their stated investment strategy and is for informational purposes only. Your actual
results may differ from results reported for the portfolio for many reasons, including, but
not limited to, trading commissions or pricing differences due to timing of a purchase or
sale of an investment in the portfolio; and
· The information, research and opinions and other Content that HX Research
provides as part of the Services are obtained or derived from sources believed to be
reliable, but we cannot guarantee their accuracy and completeness nor the opinions
based thereon. You should not rely solely upon such information, research and opinions
for purposes of transacting securities or other investments, and you are encouraged to
conduct your own research and due diligence, and to seek the advice of a qualified
investment professional before you make any investment. None of the information
provided as part of our Services constitutes, or is intended to constitute, a
recommendation by us of any particular security or other investment or trading strategy
or a determination by us that any security or other investment or trading strategy is
suitable for any specific person. Investing in securities or other investments, including
those chosen in any of HX Research’s model portfolio products or in any of the other
Services, is speculative in nature and involves substantial risk of loss of the money
invested.
4. CONTENT
We reserve the right to change, modify or discontinue any Content or any portion or
feature of the Services. Such changes may include, but are not limited to, adding or
removing particular Outside Contributors or Our Representatives, ceasing to provide
access to a Service (and/or providing an alternative Service to you as a replacement),
or changing the terms of engagement for a Service. We may make these changes or
modifications at our sole discretion, either temporarily or permanently, at any time or
from time to time, with or without notice to you. You agree that HX Research shall not be
liable to you or any third party for any such change or modification of the Content and/or
Services and that your continued access or use of the changed or modified Content
and/or Services, and/or continued access to the changed or modified Content and/or
Services, constitutes your acceptance of any such changes or modifications to such
Content and/or Services.
Certain Content or features of the Services that we provide or make available to you
may be subject to, in addition to the terms and conditions set out in this Agreement,
their own specific terms and conditions that you agree to when you sign up for, or use,
that particular product, Content, function, or service (“Specific Terms of Service”).
Specific Terms of Services may be described in an Annex to this Agreement and/or may
be provided to you through the Services at the time you elect to sign up for, or use, that
particular Service. Each Specific Terms of Service supplements and is made part of this
Agreement, but if any term of this Agreement expressly conflicts with any term of a
Specific Terms of Service, the conflicting term in the Specific Terms of Service will
control but only with respect to the applicable Service. All other terms and conditions in
both this Agreement and the Specific Terms of Service will remain in force.
5. LICENSE; USER REPRESENTATIONS AND WARRANTIES
A. LICENSE TO USE THE SERVICES
HX Research grants to you a limited, revocable, non-exclusive, non-sublicensable and
non-transferable license to access and use the Services, and to use the Content
provided within each Service, in each case solely to the extent expressly permitted
hereunder and solely for your own personal, non-commercial purposes. Your right to
use the Content is limited to downloading and/or printing one (1) copy of any Content for
your own personal, non-commercial use. If you download or print a copy of the Content
for personal use, you must retain (and must not remove, delete, efface, alter, obscure or
otherwise change) any and all copyright, trademark, patent and other proprietary
symbols, notices, mark or contained therein or relating therewith. You shall not, nor
permit any other third party to, use, copy, disclose, share or redistribute any Content
that you access, use or that we otherwise make available to you through the Services or
any applicable Platform for any purpose other than as set out in this Section 5(A), and,
for certainty, under no circumstances may you rent, lease, lend, sell, sublicense, assign,
distribute, publish, transfer or otherwise make available the Content and/or the Services
to a third party, including in connection with or through the internet, or otherwise on a
time-sharing, service bureau, software as a service or cloud basis, You acknowledge
that you do not acquire any ownership rights by accessing or using the Services or
Content. or provide access to any Service, or copy, disclose, share or redistribute any
such Content to any third party for any other use. HX Research reserves all rights not
expressly granted in and to the Services and/or the Content.
B. USER REPRESENTATIONS & WARRANTIES AND USE RESTRICTIONS
In consideration of your use of the Services and/or the Platforms, you hereby represent,
warrant and covenant to us as follows (whereby you agree that your failure to perform
these responsibilities shall be deemed a material breach of this Agreement):
· You can form legally binding contracts under applicable law and are not a person
barred from receiving the Services under the laws of the United States, Canada or other
applicable jurisdictions;
· You are at least eighteen (18) years old or the age of majority in the jurisdiction in
which you reside so that you can form a binding contract with HX Research, and are
responsible for supervising the activities of any under-age User;
· To your knowledge, there is no action, proceeding or investigation pending or
threatened which questions, directly or indirectly, the validity or enforceability of this
Agreement;
· Entering into this Agreement or otherwise purchasing, using or accessing the
Content or Services will not conflict with, or result in a breach of, the terms, conditions
or provisions of, or constitute a default or result in a termination of, any agreement or
instrument to which you are a party;
· You have taken all actions required by applicable law and have obtained all
consents which are necessary to authorize or enable you to enter into this Agreement
and/or purchase, use or access the Services;
· You will provide/maintain your User Account with current, accurate and updated
information for registration purposes and for our use in contacting you regarding the
Services and otherwise for notices and/or updates from us, and you will check such
points of contact frequently throughout the term of this Agreement for notices and/or
updates from us;
· You shall not use the Content and/or Services in any manner that either directly or
indirectly infringes, misappropriates or violates any rights of HX Research or any third
party;
· Your access and use of the Content and/or Services will in all respects conform to
all applicable laws, rules and regulations and you accept sole and absolute liability for
harm caused by the wrongful use of the Services;
· You agree not to engage in any of the following prohibited activities: (A) copying,
republishing, re-purposing distributing or disclosing any part of the Services and/or
Content, in any medium, including, but not limited to, by any automated or non-
automated “scraping”; (B) using any automated system, including, but not limited to,
“robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends
more request messages to the HX Research servers than a human can reasonably
produce in the same period of time by using a conventional online web browser (except
that HX Research grants the operators of public search engines revocable permission
to use spiders to copy materials from the Platform for the sole purpose of, and solely to
the extent necessary for, creating publicly available searchable indices of the materials,
but not caches or archives of such materials); (C) transmitting spam, chain letters or
other unsolicited communications; (D) attempting to interfere with, compromise the
system integrity or security of, or decipher any transmissions to or from, the servers
running the Services; (E) taking any action against condition(s) that imposes or may
impose an unreasonable or disproportionately large load on our infrastructure based on
our sole discretion; (F) uploading invalid data, viruses, worms or other software agents
through the Services; (G) collecting or harvesting any User’s personal information from
the Services; (H) using the Services for any commercial solicitation purposes; (I)
impersonating another person or otherwise misrepresenting your affiliation with a
person or entity, conducting fraud, hiding or attempting to hide your identity; (J)
interfering with the proper working of the Services; (K) restricting or inhibiting any other
User from using the Services, including, but not limited to, by means of “hacking” or
blocking access to any portion of our Platform; (L) accessing any Content on the
Services through any technology or means other than those provided or authorized by
the Services; (M) bypassing the measures we may use to prevent or restrict access to
the Services, including, but not limited to, features that prevent or restrict use or copying
of any Content or enforce limitations on use of the Services or the Content therein; (N)
disclosing or sharing Credentials; (O) modifying, adapting, sublicensing, translating,
selling, reverse engineering, decompiling or disassembling any parts of the Services;
(P) framing or linking to any information or Content on the Services; (Q) posting or
submitting any inaccurate, incomplete or false biographical information or another
person’s information; or (R) posting or submitting any material that is unlawful, illegal,
defamatory, offensive, discriminatory, threatening or obscene as determined by HX
Research in its sole discretion;
· You are solely responsible for all statements made and acts or omissions that
occur on your User Account;
· A maximum of ONE log-in is allowed per User Account. This simultaneous login
limit applies to the total number of concurrent logins at any given time regardless of
device type (g., computers, tablets, mobile devices, etc.); and
· You agree that you are solely responsible for contacting us, consistent with and
pursuant to the terms of this Agreement, with notice of your decision to cancel or
discontinue the Services. IF NO SUCH NOTIFICATION IS GIVEN TO US BY YOU, WE
WILL ASSUME YOU ARE SATISFIED WITH AND ACCEPT ALL SERVICES, AND WE
WILL BILL ANY RELATED SERVICE FEES DIRECTLY TO YOUR “PAYMENT
ACCOUNT” (DEFINED BELOW).
We may permanently or temporarily limit, condition, terminate or suspend your access
to the Services or any features thereof for any reason, with or without notice and without
any liability to you or any third party, including if in our sole determination you breach or
violate any provision of this Agreement, commit fraud or other abuse in your use of the
Services, if we believe that such suspension or termination is necessary for the security
of the Services, Content or any “User Data” (defined below), or for no reason or for any
other reason whatsoever.
You are solely responsible for your interactions, if any, with other Users. We reserve the
right, but have no obligation, to monitor communications and disputes between you and
other Users on our Platforms. HX Research shall have no responsibilities or obligations
with respect of, nor any liability for, your interactions with other Users, or for your or any
other User’s action or inaction. HX Research shall have no obligation to enforce this
Agreement against any other User for you or on your behalf.
You shall be responsible for obtaining the requisite communication lines and internet
connections to interface with the Services and you shall bear all risks of failing to make
concurrent modifications to your devices and equipment.
You expressly waive any and all rights against HX Research and hold us harmless in
connection with any claims relating to any action taken by us as part of our investigation
or remediation of a suspected violation or result of our conclusion that a violation of this
Agreement has occurred, including, but not limited to, the suspension or termination of
your User Account.
6. REGISTRATION AND PRIVACY
A. REGISTRATION; CONFIDENTIALITY
In order to access certain Services, you must apply and register for an account for the
Service via our website hxresearch.net and/or Beehiiv Inc. (our third party host) (“User
Account”). When you register for a User Account via our website hxresearch.net
and/or Beehiiv Inc. (our third party host), you will be issued a user ID, associated
password, or other login credentials (“Credentials”), which will be assigned specifically
to you. HX Research, in its sole discretion, may deny User Account registration to you
for no reason or any other reason whatsoever.
Unless otherwise provided in this Agreement, you may only activate one (1) User
Account. HX Research may rely on the accuracy of such information provided by you in
your User Account and on any activity on the Service conducted through the use of
Credentials.
You are solely responsible for maintaining strict confidentiality of your Credentials and
ensuring that Credentials are used only by you and not used by or disclosed to any third
party. All Users must keep their User Account passwords secure and we encourage you
to use “strong” passwords (passwords that use a combination of upper and lowercase
letters, numbers and symbols). You must immediately notify HX Research in
accordance with Section 16(J) when you become aware of any possible or suspected
unauthorized use of your User Account, or any possible breach of security, including
loss, theft or unauthorized disclosure of your Credentials. Upon receipt of the foregoing
notice, HX Research may, in our sole discretion, undertake commercially reasonable
efforts to suspend or disable the applicable Credentials and you shall be responsible for
any actions taken prior to such notification. You are solely responsible for all activities
that occur under your User Account whether by you or any other person. You agree that
in no event shall HX Research be responsible for any losses directly or indirectly
caused by the unauthorized use or misuse of your User Account or Credentials. You are
not permitted to transfer to or re-sell your use of or access to the Services or Content to
any third party.
B. PRIVACY
As indicated above, our Privacy Policy [add hyperlink] and its terms and provisions are
incorporated into this Agreement and describe our collection and use of Personal
Information in connection with your accessing and using our Services or Platforms. Our
Privacy Policy is available at xxx
7. TERMS APPLICABLE TO PREMIUM SERVICES
THE FOLLOWING PROVISIONS APPLY ONLY TO PREMIUM SERVICES. YOU
SHOULD READ THIS AGREEMENT CLOSELY BEFORE YOU SUBSCRIBE TO A
PREMIUM SERVICE.
A. SUBSCRIPTIONS, FEES AND PAYMENTS
Premium Services are made available on a subscription basis. As consideration for the
Premium Services you purchase you agree to promptly pay HX Research (through our
third party payment processor Stripe) all applicable prices and fees (collectively,
the “Fees”) as designated in the related order process, with such Fees subject to
change as provided in this Agreement. All Fees are due and payable by you
immediately or upon ordering and are non-refundable, except as otherwise expressly
provided in this Agreement, as required by applicable law, or as such Fees are billed by
us under an invoice or order confirmation for Premium Services issued to you that
expressly permits payment within thirty (30) days (or such other time period expressly
set out in such invoice or order confirmation) after we have sent you such invoice or
order confirmation.
We reserve the right, in our sole discretion, to change or modify the Fees, charges or
other conditions related to your access or use of the Premium Services upon
reasonable advance notice to you. You are responsible for the payment of, and
accordingly agree to promptly pay, all applicable taxes to the Services or payments
made by you hereunder including, but not limited to, sales tax, use tax, value added tax
(“VAT”), and other taxes and governmental charges, whether federal, state, provincial,
municipal or foreign as well as all other duties, levies and charges in relation to your
purchase of Premium Services. All payments of Fees shall be made in United States
dollars. Taxes will be calculated based on where you receive services determined by
your User Account address. All taxes charged will be reflected in your invoice upon
payment.
Our transaction processing, as administered by Stripe (our third party payment
processor), is supported only in United States dollars and the pricing displayed during
the checkout process will be an estimated conversion price at the time of purchase. If
the currency of your bank or credit card account is not in United States dollars, you may
be charged exchange rate conversion fees by your bank or credit card company. In
addition, due to time differences between (i) the time you complete the checkout
process; (ii) the time the transaction is processed; and (iii) the time the transaction posts
to your bank or credit card, the conversion rates may fluctuate and we make no
representations or warranties that (a) the amount submitted to your bank or credit card
for payment will be the same amount that is posted to your bank or credit card
statement or (b) the estimated conversion price will be the same as either the amount
processed or the amount posted to your bank or credit card statement, and you agree to
waive any and all claims against HX Research based upon such discrepancies
(including any and all claims for a refund based on the foregoing). You acknowledge
and agree that you may be charged VAT based on the country indicated in the User
Account’s address information associated with your account.
Unless otherwise stipulated in the related order process, payment for the Premium
Services are to be made via a charge to your credit card, bank account, or other
payment methods we deem acceptable that you provide to us (the “Payment
Account”). You are solely and absolutely responsible for any information related to the
Payment Account that you provide to HX Research (including to Beehiiv Inc. (our third
party host) and Stripe (our third party payment processor)), and must promptly inform us
of any changes or updates to the method of payment. By submitting an order to
purchase a Premium Service, you authorize us (including to Beehiiv Inc. (our third party
host) and Stripe (our third party payment processor)), to charge the order to the
Payment Account or to otherwise immediately bill you for such Premium Services. You
acknowledge and agree that unless otherwise expressly stated in the order process or
otherwise changed afterwards in accordance with the applicable process, all annual,
monthly or other recurring Fees related to the Premium Services or otherwise
referenced in this Agreement are to be recurring transactions that will be billed on an
ongoing basis until such Premium Services are terminated in accordance with this
Agreement. If you have provided billing information sufficient for automatic billing, then
we will bill you automatically in accordance with the applicable billing frequency. You are
obligated to pay for the full amount of the Agreement, even if such full amount is
scheduled to be paid in installments. If you elect to pay for the Premium Services in
installments, provided such a payment schedule is expressly permitted and accepted by
us, all installments must be received on or before the applicable due date.
You agree to pay all Fees and other charges incurred in connection with your Payment
Account (including, but not limited to, any applicable taxes) at the rates in effect when
the charges were incurred. You agree to pay all amounts due upon our demand.
Without limiting any of HX Research’s rights hereunder, should any Fee payment
become delinquent, we may suspend or cancel your Services; provided, however,
related charges will continue to accrue. You acknowledge and agree that HX Research
is not responsible whatsoever for any effect the suspension of Services might have on
you or any third party. If HX Research provides any Service discount to you and you
default on payments or obligations as outlined herein, HX Research may rescind all
discounts and require full payment for the Services. All sums due and payable that
remain unpaid after any applicable cure period herein will accrue interest as a late
charge of 1.5% per month or the maximum amount allowed by applicable law,
whichever is less. HX Research further reserves the right to refer any amounts owed
hereunder to a third party for collection in the event of default. In the event your account
is sent to collection, you agree to pay all costs of collection, including costs, litigation
and attorneys’ fees. A collection fee may be charged for all dishonored checks.
Moreover, an additional fee may also be assessed for the following reasons: (i) late
payment; (ii) payment with insufficient funds; (iii) denied or invalid credit card number; or
(iv) the re-starting or reinstating of Services terminated for nonpayment. HX Research
will re-start or reinstate any such Service in our sole and absolute discretion and subject
to our receipt of the applicable Fee.
If you pay for the Services by credit card or other applicable method, you permanently
and irrevocably waive any and all right to enact an improper “chargeback” (that is, a
disputed, reversed or contested charge with the applicable bank card, credit card or
other payment method) against these Fee payments for any reason whatsoever against
HX Research. If for any reason HX Research is unable to charge your Payment
Account for the full amount of the Fee owed for the Services provided, or if we receive
notification of an improper chargeback, reversal, payment dispute or are charged a
penalty for any Fee previously charged to your Payment Account, you agree that we
may pursue all available lawful remedies in order to obtain payment, including, but not
limited to, immediate cancellation, without notice to you, of any or all of your Services.
We (including to Beehiiv Inc. (our third party host) and Stripe (our third party payment
processor)), also reserve the right to charge you reasonable “administrative fees” or
“processing fees” for (i) additional tasks we may perform outside the normal scope of
the Services; (ii) additional time and/or costs we may incur in providing the Services,
and/or (iii) your noncompliance with this Agreement (as determined by us in our sole
and absolute discretion). Typical administrative or processing fee scenarios include, but
are not limited to: (i) customer service issues that require additional personal time or
attention; (ii) recouping any and all costs and fees incurred by HX Research as the
result of improper chargebacks or other payment disputes brought by you, your bank or
other payment method processor. These administrative fees or processing fees will be
billed to the Payment Account.
Information regarding current subscription rates for our Premium Services can be
found HERE or by contacting us at [email protected]
YOU UNDERSTAND AND AGREE THAT ALL FEES ARE NONREFUNDABLE AND
THAT HX RESEARCH MAY CHANGE ANY PRICE, FEE, RATE OR PLAN AT ANY
TIME UPON NOTICE TO CUSTOMER IN ACCORDANCE WITH THIS AGREEMENT.
B. TERM; SUBSCRIPTION RENEWALS
Your subscription will continue for the period referenced during registration (the
“Term”), and renew automatically at the end of the Term, unless you notify us that
you are not renewing your subscription by contacting us
at [email protected] or by another designated cancellation method. You must
notify us by using one of the foregoing methods at least 5 days before the
renewal date in order to avoid being charged for the renewal of your subscription.
You may not notify us of a decision not to renew your subscription by any other
means. No action by you or your failure to notify us as stated above will result in the
then-applicable monthly, periodic or annual subscription Fee being billed automatically
to your Payment Account. Please note that in connection with recurring billing for
subscription renewals for such Premium Services, you authorize HX Research to bill the
payment method(s) associated with your Payment Account, regardless of whether
information associated with your subscription has changed, such as the expiration date
of the credit card with which you initially subscribed.
Services to which you subscribe to on a recurring basis will automatically renew on a
recurring basis until the Agreement is properly terminated in accordance with its terms.
You agree that if you are enrolled in or otherwise utilizing our automatic renewal service,
your applicable Services will renew upon the expiration of the then current Term, unless
you notify us that you are not renewing your subscription or have otherwise turned off
the automatic renewal service no less than ninety (90) days prior to the expiration of the
then current Term. You further agree that, to turn off the automatic renewal service for
any of your Services, you must contact [email protected] or through your User
Account associated with the applicable Services. You acknowledge and agree that the
renewal price may be higher or lower than the price you paid for the then current term of
the Services, and that we are authorized to charge your Payment Account for the
renewal of the Services. In any event, you are solely and absolutely responsible for the
credit card or payment information you provide to HX Research (through our third party
payment processor, Stripe) and must promptly inform us of any changes (through
Stripe) thereto (e.g., change of expiration date or account number). HX does not receive
or store credit card information. All payments are done through our third party payment
processor Stripe. You acknowledge and agree that HX Research may extend the
expiration date on your credit card on file with us in order to protect against unwanted
expiration of your Services and to allow for the automatic renewal thereof.
In the event that you are not enrolled in our automatic renewal service, or have opted
out of the automatic renewal service, and want to renew your Services, you
acknowledge and agree you are responsible for actively renewing your Services and
you further assume all risk and consequences of not enrolling in the automatic renewal
service. If any Service is not successfully renewed prior to the expiration of its then
current Term, all your rights to access and use such Service will terminate upon the
expiry thereof, and we will have no obligation to provide you with access or use of a
Service once its Term has expired. You are solely and absolutely responsible for
ensuring the Services are renewed if you would like to continue accessing and using the
Services following the expiration of their applicable Terms. We shall have no liability to
you or any third party in connection with the renewal as described herein, including, but
not limited to, any failure or errors in renewing the Services whether due to you, us or a
third party. In order to process a renewal under our automatic renewal service, we may
receive information from financial institutions or use third-party vendors for the purpose
of updating the expiration date and account number of your credit card or other payment
method on file relating to you Payment Account. Such financial institutions and third-
party vendors maintain relationships with various credit card issuers and may be able to
provide us with the updated information relating to your Payment Account by comparing
the information we have on file with the information the financial institution or third-party
vendor has on file. By using our automatic renewal service, you acknowledge and agree
that we may share your credit card or other payment method information relating to you
Payment Account with such financial institutions or third-party vendors for the purpose
of obtaining any updates to your credit card expiration date, account number or any
other information relating to your Payment Account.
C. CANCELLATION; REFUNDS
To cancel certain purchases of HX Research products or Free Services, you may cancel
by changing your preferences in your User Account, contacting us
at [email protected]. Premium Services may be cancelled as set forth below.
During any free trial portion of your subscription you may cancel your subscription to the
Premium Service at any time and not be billed by notifying us as described above. You
must cancel five (5) day before the free trial period expires in order to avoid being
converted to a paid subscription.
When your initial subscription commences (which occurs at the expiration of your free
trial, or if you are not receiving a free trial, upon your registration for a subscription) your
Payment Account will be billed the applicable subscription Fee and your paid
subscription will commence. Once your initial subscription commences, we do not
provide refunds for initial orders or recurring monthly payments. If you cancel your
monthly subscription for a specific Premium Service, you will not receive a refund or
reimbursement of your monthly subscription Fee; however, you will not be charged any
future monthly subscription Fees relating to such Service. If you are a User for a Term
longer than a month (including, but not limited to, annual subscriptions) and you cancel
within the first thirty (30) days of your initial subscription, you may receive a refund of
your subscription fee minus the equivalent of one-month pro-rated charge. Please note
that if you cancel your subscription at any time after the first thirty (30) day period of
your initial subscription for which the Term is longer than one (1) month, you will not be
entitled to any refund or reimbursement on account of the cancellation of your
subscription, regardless of whether you have used your subscription.
You can cancel your subscription by contacting us at [email protected] or by any
other designated cancellation method. You may not cancel a subscription by any other
means. If you are entitled to a refund, we will seek to credit your Payment Account
within thirty (30) business days following your mandatory notification to us.
30-Day Refund Policy For Annual Subscribers
At HX, we strive to deliver top-tier financial insights and investment ideas. However, we
understand that our content may not be a fit for everyone. That's why we offer a 30-day
refund policy for our newsletter subscribers who have subscribed for an annual
subscription ONLY.
If you're not completely satisfied with your subscription, you may request a refund within
30 days of your subscription purchase date. To do this, send an email
to [email protected] (with the subject line "Refund". In the email body, please
include the reason for your refund request.
Our team will review your request promptly and process your refund if it falls within the
30-day period. Please allow a few business days for the refund to be processed and
appear in your account.
We value your feedback and will use it to improve our services. Thank you for giving HX
a try!
8. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
Except as otherwise set forth herein, all right, title and interest in and to: (A) the
Services and the Content; (B) all registered and unregistered trademarks, service marks
and logos; (C) all trade secrets, proprietary information, our confidential information, and
know-how; (D) all registered and unregistered copyrights including, but not limited to,
any text, video, audio, forms, images, displays, and software; (E) “Processed Data”
(defined below); (F) “Activity Metadata” (defined below), (G) “Feedback” (defined
below), and (H) all other intellectual property, proprietary rights or other rights related to
tangible or intangible property which are used, developed, comprising, embodied in or
practiced in connection with any of the Services identified herein (collectively, “HX
Research Intellectual Property Rights”) are owned by HX Research and/or its
Outside Contributors, and you agree to make no claim of interest in or ownership of any
such HX Research Intellectual Property Rights. You acknowledge and agree that no title
to the HX Research Intellectual Property Rights is transferred to you, and that you do
not obtain any rights, express or implied, in any of the Content or Services, other than
the rights expressly granted in this Agreement. The right, title, and interest to the User
Data is owned by you.
Except as otherwise provided herein, you may access and use the Content, and
download and/or print out one copy of the Content solely for your personal, non-
commercial use, provided that any material copied remains intact and includes the
following notice: “Copyright [applicable year]. HX Research Corporation. All rights
reserved.” Any other copying, distribution, storing, or transmission of any kind, or any
commercial use of the Content, is prohibited without our prior written permission. That
means you may not sell, transfer or barter your subscription, our Services or Content, or
any individual publication. You acknowledge and agree that you do not acquire any
ownership rights in the Content by using the Services. You agree not to create any
modification or derivative work based on or containing the Services and/or Content.
“HX Research” and certain other marks used on the Services are trademarks and/or
service marks of HX Research. All other trademarks, service marks, and logos used on
the Services are the trademarks, service marks, or logos of their respective owners.
If you provide any feedback or suggest any changes or modifications to any Service
(“Feedback”), as between you and HX Research, HX Research will own all right, title,
and interest in, and shall have all rights to use, such Feedback. Accordingly, you hereby
irrevocably assign to us all rights, title, and interests in and to the Feedback and agree
to provide us any assistance we may require to document, perfect and maintain our
rights in the Feedback. Further, you represent and warrant to us that you have the
requisite rights, permits and authorizations to assign all such rights, title and interests in
and to such Feedback to us. You may not remove, modify or obscure any copyright,
trademark or other proprietary rights notices that appear on any Service. You agree that
any derivative or transformed data derived by us in whole or part from User Data that
does not include your personal information (“Processed Data”) shall be the exclusive
property of HX Research, and nothing herein shall limit our use or exploitation thereof.
You acknowledge and agree that we have the right, but do not have the obligation, to
access, archive or monitor metadata generated by your activity in using the Services,
including as reasonably necessary to operate, maintain, improve and develop the
Services and provide the Services to you or other Users, including to ensure service
quality, to evaluate and maintain the Services and the security thereof, and to evaluate
compliance with this Agreement, applicable laws, rules or regulations (“Activity
Metadata”).
9. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE
SERVICES (AND ANY RELATED CONTENT, INCLUDING, BUT NOT LIMITED TO,
ANY CONTENT PROVIDED BY OUTSIDE CONTRIBUTORS) IS SOLELY AND
ENTIRELY AT YOUR OWN RISK AND THAT THE SERVICES (AND ANY RELATED
CONTENT) ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS,”
WITHOUT REPRESENTATIONS, CONDITIONS, OR WARRANTIES OF ANY KIND,
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND PROVIDES
NO REPRESENTATIONS OR WARRANTIES OF ANY KIND THAT THE SERVICES
OR CONTENT WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED
RESULT (INCLUDING, BUT NOT LIKMITED TO, ANY INVESTMENT RESULTS,
PROFITS, LOSSES, RETURNS, PERFORMANCE OR OTHER OUTCOMES),
OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR
RELIABILITY STANDARDS OR BE COMPLETE, ADEQUATE, TIMELY, ACCURATE,
ERROR FREE, SECURE OR FREE OF VIRUSES, WORMS, MALICIOUS CODE,
TROJAN HORSES, MALWARE OR OTHER HARMFUL COMPONENTS. TO THE
MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, HX RESEARCH, ITS
OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, OUTSIDE
CONTRIBUTORS, THIRD-PARTY PROVIDERS, CONTRACTORS, SUPPLIERS,
LICENSORS, ADVERTISERS AND AGENTS (COLLECTIVELY, THE “HX RESEARCH
ENTITIES”) EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY
KIND, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT,
AND FITNESS FOR A PARTICULAR PURPOSE OR USE, AND ANY WARRANTIES
ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE
OR TRADE PRACTICE.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND
SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR
YOUR USE OF THE SERVICES.
10. LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT THE HX RESEARCH ENTITIES ARE NOT
RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT,
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE,
RELIANCE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE,
STRICT LIABILITY, EQUITY OR OTHER LEGAL THEORY ARISING OUT OF OR
RELATING IN ANY WAY TO THIS AGREEMENT, YOUR ACCESS TO OR USE OF
THE SERVICES AND/OR ANY CONTENT CONTAINED THEREIN, INCLUDING, BUT
NOT LIMITED TO, ANY CONTENT PROVIDED BY OUTSIDE CONTRIBUTORS, FOR
ANY LOST PROFITS, DIMINUTION OF VALUE, LOSS OF USE OR OTHER
ECONOMIC ADVANTAGE OR LOSS OF DATA, WHETHER SUCH DAMAGE IS
FORESEEABLE OR NOT AND WHETHER OR NOT THE HX RESEARCH ENTITY
HAS 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” (INCLUDING, BUT NOT LIMITED TO,
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. YOUR
SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING
IT. YOU AGREE THAT, WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL
HX RESEARCH’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND
CAUSES OF ACTION — WHETHER IN CONTRACT, EQUITY, TORT OR OTHERWISE
— EXCEED THE TOTAL AMOUNT YOU PAID TO US FOR ACCESS TO AND USE OF
THE APPLICABLE SERVICE OR CONTENT DURING THE CURRENT CALENDAR
YEAR OF YOUR SUBSCRIPTION TERM IN RESPECT OF SUCH SERVICE OR
CONTENT.
The commencement of any action or proceeding on any claim regarding the Services
must be brought by you within one (1) year from when the claim arose. The foregoing
limitation shall not apply to actions brought against you for indemnification.
11. INDEMNIFICATION
You agree to indemnify, defend and hold harmless the HX Research Entities, their
current and former officers, directors, employees, agents and representatives and their
successors and assignees from and against any and all liabilities, claims (including, but
not limited to, third-party claims), damages, losses, costs (including reasonable
attorneys’ fees), or other expenses associated with or incurred as a result of or from:
Your breach of your warranties, representations and obligations under this Agreement;
Your failure to perform in accordance with this Agreement;
Your use of the Services in any way other than its normal way or in a way not required
or recommended by us;
Your violation of the rights of any third party;
Your registration or use of a User Account; or
the actual or alleged infringement of any third-party proprietary or intellectual property
right arising out of the unauthorized use of the Services.
If any Service which is subject to this indemnity is claimed, alleged or determined to
infringe a patent issued to, or a copyright registered by, or either owned by or licensed
to, any third party, HX Research shall have the right and option to modify the Services
to avoid such infringement. If, in our sole opinion, such modification cannot practicably
be accomplished to avoid such infringement, we shall have the right to terminate this
Agreement without liability on the part of any HX Research Entity to you. In the event
your purchase of a Premium Service is terminated under this paragraph, we will refund
to you the full price for any unused portion of such Premium Service. In such an event,
HX Research shall have the right in our sole discretion to elect to defend against or to
settle any such third-party claim or third-party suit. You shall, at HX Research’s request,
but at our expense, cooperate with us and provide assistance and information with
respect to any such claim or suit. We shall have the right to select counsel, at our
expense, to defend against any such claim or suit. If you shall also elect to be
represented by your chosen counsel, you shall pay the fees and expense of such
counsel. You must receive HX Research’s prior written consent regarding, and in
advance of, any related settlement.
This defense and indemnification obligation shall survive this Agreement and your use
of the Services.
12. TERMINATION
A. GENERAL
Without limiting the foregoing, HX Research may terminate this Agreement immediately
for any or no reason whatsoever and with or without notice to you (including by
terminating your User Account, Credentials and/or access to any Service) if: (i) HX
Research believes in its sole discretion that the Services are being used in violation of
this Agreement or applicable law; (ii) HX Research believes in its sole discretion that
your use of any Service interferes with the normal operations of the Service or creates
any threat to the security of the Service, Platform, or the Content of any other User of
the Service; (iii) HX Research becomes aware of what it, in its sole discretion, deems a
credible claim that the Service or any portion thereof infringes upon, misappropriates or
violates any of the HX Research Intellectual Property Rights or the intellectual property
rights of a third party; (iv) HX Research is required to do so by applicable law; (v) in the
case of Free Services, HX Research reserves the right to terminate User Accounts
related to Free Services that remain idle for a period of thirty (30) days or more; or (vi) in
the event you contact your bank or credit card company to decline, chargeback or
otherwise reverse the charge of any Fees payable to HX Research. If you have
questions about a payment made to us, contact us by email at [email protected]
before filing a chargeback. HX Research reserves our right to dispute any chargeback.
For the avoidance of doubt, if you purchase Premium Services which are sold together
as a solution or bundled package of Services, any termination relating to any one
Service or bundled package will terminate all Services included in such solution or
bundled package, provided, however, that we may, in our sole discretion and subject to
your agreement to be bound by this Agreement and to pay the applicable Fees, allow
you to convert certain Services included in the bundled Services to stand-alone
Services.
Without limiting Section 7(C), you may terminate the Agreement at any time, except that
such termination does not relieve you from your obligation to pay any Fees for Premium
Services for the remainder of the applicable Term.
B. EFFECT OF TERMINATION
Upon the effective date of termination, HX Research will no longer provide the Services
to you, any licenses granted to you will immediately terminate, and you must cease
using such Services immediately, and all rights and obligations of the parties hereunder
shall terminate, except that Sections 2, 3, 4, 5.B, 8, 9, 10, 11, 12, 13, 14 and 16, as well
as any right or obligation in the Agreement, which, by its express terms or nature and
context is intended to survive expiration or termination of this Agreement, shall survive
expiration or termination of this Agreement.
User agrees that if their User Account is so terminated pursuant to Sections 12(A)(i)-(iii),
the User will not attempt to establish a new User Account or otherwise engage in
infringing our copyrights or other intellectual property rights under any name, real or
assumed.
In order to comply with applicable law or other recordkeeping practices in the ordinary
course of our business, or to otherwise enforce our rights under this Agreement, we
may retain indefinitely for our records a copy of any and all User Data. We are not
responsible for maintaining any records on your behalf.
13. THIRD-PARTY PROVIDERS & THIRD-PARTY SITES
HX Research may retain affiliates and/or other third-party service providers to assist or
support us in providing the Services (including, but not limited to, any security,
technology, support, legal, compliance, administrative or similar function), and to assist
with marketing and business development (including, but not limited to any merchandise
referral programs) (each a “Third-Party Provider”).
The Services and/or the Content may contain links to third-party websites, advertisers,
products, content, information, services or other events or activities that are not owned
or controlled by HX Research (collectively, “Third-Party Sites”). We do not endorse or
assume any responsibility for your access or use of any such Third-Party Site. If you
access a Third-Party Site via a link on the Platform, the inclusion of any link to a Third-
Party Site on the Platform does not imply that we endorse such Third-Party Site, and
your access and/or use of the link and the Third-Party Site is done at your own risk. A
Third-Party Site may have its own service agreement or other related terms and
conditions, and it is solely your obligation to review, accept and abide by those service
agreements or other related terms and conditions. You expressly agree that HX
Research is not responsible or liable in any way for (i) the availability or accuracy of any
such Third-Party Sites or (ii) the content, terms and conditions, policies, advertising,
practices or products of any such Third-Party Sites. Additionally, your dealings with or
participation in the promotions of any advertisers found on the Services, including
payment and delivery of goods, and any other terms (such as warranties) are solely
between you and such advertisers. You agree that HX Research shall not be
responsible for any loss or damage of any sort relating to your dealings with such
advertisers.
Without limitation to any of the foregoing paragraphs under this section 13, you
acknowledge that certain portions of the Content or features of the Service are owned
by a Third-Party Provider (such Content or features, “Third-Party Materials”), and not
HX Research, and are provided to you (as expressly described under this Agreement)
on license terms and conditions that are in addition to and/or different from those
contained in this Agreement or a Specific Terms of Service. Such Content or features
may be provided under, and be subject to, the following third-party licenses:
Beehiiv: https://www.beehiiv.com/tou;
If you do not agree to any of the foregoing licenses in respect of any such Third-Party
Materials, you must not use and/or access any such Third-Party Materials.
14. GOVERNING LAW; VENUE
This Agreement is governed under the laws of the Province of Ontario and the federal
laws of Canada applicable therein, and you agree that any judicial proceeding, suit or
other action relating to or arising under this Agreement, the Services or a breach of any
User’s User Data, will be commenced only in a court of competent jurisdiction located in
the City of Toronto, in the Province of Ontario. You consent to the personal and
exclusive jurisdiction of such court and waive the right to challenge the jurisdiction of
such court on grounds of lack of personal jurisdiction or forum non conveniens, or to
otherwise seek a change of venue. You agree to waive the right to trial by jury in any
action that takes place relating to or arising under this Agreement or the Services. You
also agree to waive the right to file a class action claim relating to or arising under this
Agreement or the Services.
In the event you bring a claim against HX Research in a foreign jurisdiction (a court
other than in Toronto, Ontario), HX Research will move the court to dismiss such claim
per your acceptance of this Agreement existing at the time of your purchase of, use of,
or access to the Services and your continued use of the Services as evidence of
acceptance of the Agreement and this Section.
The parties agree that the foregoing obligation is independent from all other obligations
herein. You acknowledge that, in the event you commence a judicial proceeding in any
court other than the courts in Toronto, Ontario as described herein, HX Research may
incur costs and expenses, including attorneys’ fees, to enforce this provision. You
expressly agree that you will reimburse HX Research for any such costs and expenses,
including, but not limited to, attorneys’ fees incurred by us within ten (10) days of
receiving a written demand from us for such reimbursement. You further agree that if
you do not timely reimburse HX Research as previously described in this Section, you
will be responsible for, and agree to pay, all costs and expenses, including, but not
limited to, attorneys’ fees incurred by us in seeking to collect or recover from you the
amount subject to reimbursement.
15. ADDITIONAL TERMS FOR SERVICES PROVIDED THROUGH A WEB OR
MOBILE APP
With respect to any Services provided through a web or mobile app (an “App”), we grant
you a limited, terminable, non-exclusive license to download and install a single copy of
the App solely on your own computer or mobile device, for use solely to connect to and
use the Services as permitted under this Agreement. This license is not transferable to
any third party. On termination of this Agreement for any reason, including in the event
you close your User Account, you will delete any downloaded or installed copies of the
App.
You acknowledge that this Agreement is between HX Research and you, and not with
the owner or operator of any app store through which the App is distributed (the “App
Store Provider”). In addition to the terms of this Agreement, your use of the App and any
Services provided through the App will be subject to the terms of any user agreement
associated with the App Store Provider or other venue through which you downloaded
or obtained the App.
Without limiting this Agreement: (a) HX Research is solely responsible for providing any
maintenance and support services with respect to the Platform as provided in this
Agreement or under applicable law, and the App Store Provider has no obligation
whatsoever to furnish any maintenance and support services with respect to the App or
the associated Services; and (b) the App Store Provider is not responsible for any
product warranties for the App or the Services.
HX Research and you acknowledge and agree that the App Store Provider is a third-
party beneficiary of the provision of this Section and other provisions this Agreement
applicable to the App Store Provider hereunder and upon your acceptance of the terms
and conditions of this Agreement, the App Store Provider will have the right (and will be
deemed to have accepted the right) to enforce such provisions of this Agreement
against you as a third-party beneficiary thereof.
16. MISCELLANOUS
A. WAIVER
No waiver of any provision of this Agreement is effective unless it is in writing and
signed by an authorized representative of HX Research. Our remedies under this
Agreement are cumulative and not alternative, and the election of one remedy for a
breach does not preclude the pursuit of other remedies. The failure of HX Research to
require your performance of any Agreement provision does not affect the full right to
require such performance at any time in the future. The waiver by HX Research of any
rights arising out of any breach of any Agreement provision shall not be taken or held to
be a waiver of the provision itself. Any failure by HX Research to enforce any of its
rights under this Agreement or any applicable laws does not constitute a waiver of such
right.
No party will be deemed to have waived any of its rights under this Agreement by lapse
of time or by any statement or representation other than (i) by an authorized
representative and (ii) in an explicit written waiver. No waiver of any rights arising out of
a breach of this Agreement will constitute a waiver of rights relating to any prior or
subsequent breach of this Agreement.
B. SEVERABILITY
If a court of competent jurisdiction holds any provision (or portion of a provision) of this
Agreement to be illegal, invalid or otherwise unenforceable, the remaining provisions (or
portions of provisions) of this Agreement shall not be affected thereby and shall be
found to be valid and enforceable to the fullest extent permitted by law. This Agreement
will be deemed amended to the extent necessary to make this Agreement enforceable,
valid and, to the maximum extent possible, consistent with applicable law and
consistent with the original intention of the parties, and the remaining terms and
provisions will remain in full force and effect.
C. FORCE MAJEURE
Under no circumstances shall HX Research be held liable for any cessation,
interruption, delay or failure in performance of the Services or any obligations under this
Agreement resulting directly or indirectly from acts of nature, forces, or causes beyond
its reasonable control, including, but not limited to, Internet failures, computer
equipment failures, telecommunication equipment failures, failures of internet service
providers (ISPs) or cloud-hosting providers, other equipment failures, electrical power
failures, strikes, labor disputes, lockouts or boycotts, riots, terrorism, insurrections, civil
disturbances, shortages of labor or materials, viral pandemics, hurricanes, earthquakes,
fire, floods, storms, natural disaster, explosions, acts of God, armed conflict, war,
governmental actions, orders of domestic or foreign courts or tribunals.
D. ENTIRE AGREEMENT
This Agreement, as well as any additional HX Research agreements, terms and
conditions, rules, policies and agreements (including the Privacy Policy), together with
all modifications thereto, constitute the entire agreement between you and HX Research
concerning your use of the Services and any other subject matter related to this
Agreement. This Agreement supersedes and governs all prior proposals, agreements or
other communications between you and HX Research (including, but not limited to, any
prior versions of this Agreement). You may not waive, modify or supplement this
Agreement, in whole or in part, except by written permission or amendment by HX
Research.
E. TITLES AND HEADINGS; INTERPRETATION
The titles and headings of this Agreement are inserted for ease of reference only and do
not affect in any way the meaning or interpretation of this Agreement. Also, in all
references herein to any parties, persons, entities or corporations, the use of any
particular gender or the plural or singular number is intended to include the appropriate
gender and number as the text of this Agreement may require.
F. ASSIGNMENT
You may not assign or transfer, either directly or through a third party, this Agreement or
any of its interests, rights or obligations hereunder, without the prior written consent of
HX Research. Any attempted assignment in violation of the foregoing provision will be
null and void and of no force or effect whatsoever. We may assign our rights and
obligations under this Agreement and may engage subcontractors or agents in
performing our duties and exercising our rights hereunder, without notice to you or your
consent. Where applicable, this Agreement is binding upon and shall inure to the benefit
of the parties hereto and their respective successors and permitted assigns.
G. AGENCY
This Agreement does not create any agency, employment, partnership, joint venture,
franchise or other similar or special relationship between you and HX Research. No
party has the right or authority to assume or create any obligations or to make any
representations, warranties or commitments on behalf of the other party or its affiliates,
whether express or implied, or to bind the other party or its affiliates in any respect
whatsoever. The relationship between you and HX Research is limited to the
responsibilities and obligations of both parties as established in this entire Agreement.
H. NO THIRD-PARTY BENEFICIARIES
Except a set out in Section 15, you acknowledge and agree that nothing herein, express
or implied, is intended to nor is to be construed to confer upon or give to any person,
other than you, any interests, rights, remedies or other benefits conveyed to you herein.
I. ACCESS TO THE SERVICE FROM OTHER LOCATIONS
The Services are directed solely to individuals and entities residing in the United States
and Canada. We make no representation that materials provided through the Services
are appropriate or available for use in other locations. Those who choose to access the
Services from other locations do so on their own initiative and at their own risk, and are
responsible for compliance with local laws, if and to the extent applicable. We reserve
the right to limit the availability of the Services to any person, geographic area, or
jurisdiction we so desire, at any time and in our sole discretion, and to limit the
quantities of any such service that we provide.
J. NOTICE
HX Research may provide notifications, whether such notifications are required by law
or are for marketing, to disclose changes or additions to our Services, or for other
business-related purposes, to you via email associated with your User Account, written
or hard copy notice, or through conspicuous posting of such notice on our Services. We
reserve the right to determine the form and means of providing notifications to Users,
provided that you may opt out of certain means of notification as described in this
Agreement. We are not responsible for any automatic filtering you or your network
provider may apply to email notifications we send to any email address you provide us.
All mail notices from HX Research to you are deemed effective when: (i) sent by
certified mail, return receipt requested or by Federal Express or other recognized
overnight delivery service to your last known mailing address; (ii) sent via email to the
email address associated with your User Account; or (iii) posted on the login page of the
Website and/or any of the applicable pages linked thereto and immediately after you
login to the Website. When you provide contact information to HX Research, you agree
that we may use this information to contact you in any format or manner we choose and
that we may rely on contact information provided by you to us. HX Research may, but
has no obligation to, send a single notice by various means of delivery (e.g., email,
certified mail or express mail). In no event shall HX Research be liable to you for
choosing to send notice in one manner or format over another
You shall give notice to HX Research by contacting [email protected].
Please Read: Privacy Policy l Disclosures l Disclaimers l Terms of Use
If you have any questions please contact us at [email protected]