ALPHA STREAM SERVICES AGREEMENT

This ALPHA STREAM SERVICES AGREEMENT (“Agreement”) is entered into by and between QuantConnect Corporation, a corporation formed under the laws of Delaware, with an address at 1917 1st Avenue, #200, Seattle, WA 98101 (“QC”) and any individual, organization, or other person (“Licensee”) who completes the registration process for the Site (defined herein) or signs this agreement. QC and Licensee are collectively referred to as “Parties” and each a “Party”.

BY SIGNING THIS AGREEMENT OR CLICKING THE ACCEPTANCE BUTTON, LICENSEE EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, INCLUDING EXPRESSLY AGREEING TO AND ACKNOWLEDGING THE DISCLAIMER IN SECTION 8.2 HEREIN. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED, QC WILL PROMPTLY CANCEL REGISTRATION, AND LICENSEE MAY NOT ACCESS OR USE THE CONTENT REPOSITORY OR ANY ALPHA STREAMS. THIS AGREEMENT WILL BE EFFECTIVE AS OF THE DATE THE LICENSEE SIGNS THIS AGREEMENT OR CLICKS THE ACCEPTANCE BUTTON (the “Effective Date”).

1    DEFINED TERMS. The following capitalized terms will have the meanings set forth below.

1.1      “Affiliate” means, with respect to either party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party. For these purposes, “control” means control over greater than fifty percent (50%) of the voting rights or equity interests of a party.

1.2      “Alpha Stream” means any method, device, model, algorithm or other automated process contributed by users of the Site, accessible through the Content Repository, to which Licensee may subscribe in either exclusive or nonexclusive mode. Each Alpha Stream available for subscription will be identified by version number and be listed and identified in the Content Repository with the current Listed Subscription Fees for such Alpha Stream.

1.3      “Alpha Stream Author” means the user of the Site that created and contributed an Alpha Stream.

1.4      “Alpha Stream Author Identity Information” means the name, contact information, or any other information that could be reasonably used to contact the Alpha Stream Author outside of the Site or QC API, and which Licensee receives directly from QC or the Site in response to Licensee’s explicit, written request for such information.

1.5      “Alpha Stream Background Information” means Alpha Stream historical insights, relevant background information, universe coverage, history, holding period and other relevant information related to the Alpha Stream.

1.6      “Alpha Stream Fees” means the fees for Alpha Streams subscribed by Licensee, charged and paid by Licensee on an upfront, advance basis, as calculated per Exhibit A - Alpha Stream Subscriptions and Pricing.

1.7      “Agreement” includes this Agreement (as set forth in the preamble) and all Exhibits hereto, including Exhibit A - Alpha Stream Subscriptions and Pricing and, if entered into by Licensee, and Exhibit B - QC API License Rider (the “QC API License Rider”).

1.8      “API” means an application programming interface.

1.9        “Content Repository” means a source and listing, accessible through the QC API via the Site, of metadata on algorithms contributed by users of the Site, including Alpha Streams, except it shall not be construed to include any code, whether source or object code, of the algorithm or Alpha Streams.

1.10          “Conversations API” means an API endpoint, website interface, and special-email address through which conversations with Alpha Stream Authors can be performed for the purpose of alpha reconciliation.

1.11   “Derived Data” means anything, including data, information, methods, devices, models, algorithms, other automated processes, derivative works, or other content, created based any information or other content, including Alpha Streams, from the Content Repository.

1.12    “Licensee” has the meaning set forth in the preamble.

1.13   “QC API” has the meaning set forth in the QC API License Rider attached hereto.

1.14   “QC API License” is set forth in the QC API License Rider attached hereto.

1.15   “Site” means www.quantconnect.com.

1.16   “Updates” means updates, refreshes, corrections and other modifications.

2    LICENSE AND SUBSCRIPTIONS.

2.1   License to Content Repository. Subject in all instances to the terms and conditions of this Agreement, QC hereby grants to Licensee a non-exclusive, non-sublicensable, worldwide right and license, during the Term, to access the Content Repository and review the Content Repository (and the Alpha Streams and Alpha Stream Background Information listed therein). QC shall provide Licensee the ability to search and filter Alpha Streams and Alpha Stream Background Information in order to identify Alpha Streams that Licensee wishes to investigate further, based on search or filter terms and criteria at Licensee’s sole, reasonable discretion.

2.2    Subscription. The Licensee may subscribe to an Alpha Stream in the Content Repository per the process described in Exhibit A - Alpha Stream Subscriptions and Pricing, attached hereto. A subscription to an Alpha Stream grants the Licensee a non-sublicensable, worldwide right and license to receive and use the Alpha Stream for internal business purposes only. Licensee may terminate any subscription at any time, including if the Alpha Stream and the Alpha Stream Author providing the subscribed Alpha Stream becomes subject to any licensing or registration requirements of any regulatory authority.

2.3    Licensee Covenants. By accessing the Content Repository as permitted hereunder, Licensee agrees that it will not communicate with Alpha Stream Authors about, or subscribe, receive or attempt to subscribe or receive any Alpha Streams other than through the Content Repository and under the terms of this Agreement. Licensee further agrees that it will only access and use the Content Repository and Alpha Streams as permitted hereunder and all such use of the Content Repository and Alpha Streams will comply with all applicable laws.

2.4    Further Limitations. The license granted herein does not permit the Licensee to display, use, or re-distribute the Content Repository, Alpha Stream, or any portions thereof except as explicitly provided herein.

2.5    Reservation of QC Rights. Except for the license granted hereunder, as between the parties, QC retains all rights not expressly granted herein. Licensee agrees that it will not use the Alpha Streams in any manner except as subscribed and licensed hereunder.

2.6    Alpha Stream Author Identities. QC shall not provide Alpha Stream Author Identity Information except as requested in writing by Licensee and only as necessary for Licensee to perform background checks for regulatory compliance.

2.7    Creation and Use of Derived Data. Licensee may only create Derived Data from Alpha Streams to which it subscribes per the terms herein. Licensee may create and use Derived Data for internal purposes only. Licensee may not license, provide or otherwise monetize Derived Data to any third-party. Licensee may continue to use Derived Data after the Term but must delete all Alpha Stream data per the termination clause under Section 7.4.

3        FEES AND PAYMENT.

3.1    Fees. When Licensee subscribes to an Alpha Stream, per the process set forth in Exhibit A - Alpha Stream Subscriptions and Pricing, QC will charge and Licensee will pay the following fees, charged and paid in the aggregate, for the Alpha Stream:

•       Alpha Stream Fee. Licensee will pay an Alpha Stream Fee for each subscribed Alpha Stream. As indicated herein, the Alpha Stream Fees to be paid by Licensee for subscribed Alpha Stream(s) are determined per the process set forth in Exhibit A - Alpha Stream Subscriptions and Pricing. As set forth in Exhibit A, QC may make changes to Exhibit A upon providing thirty (30) days advance notice to Licensee.

•       QuantConnect Platform Services Fee. Licensee agrees to pay a platform services fee that is thirty percent (30%) of the Alpha Stream Fee for each subscribed Alpha Stream (the “Platform Services Fee”).

•       Alternative Data Fees. In the event an Alpha Stream subscribed to by the Licensee consumes third-party alternative data feeds hosted by QC the vendor data fee for such data feeds (the “Vendor Data Fee”), Licensee pay a Vendor Data Fee. The Vendor Data Fee will be clearly displayed.

3.2     Payment. Licensee will pay the above fees per the payment method set up by Licensee when registering with the Site.

3.3   Taxes. Fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including sales, value-added, excise, use or withholding taxes (collectively, "Taxes"). Licensee is responsible for paying all applicable Taxes, excluding taxes based on QC's net income or property. If QC has the legal obligation to pay or collect Taxes for which Licensee is responsible under this Section, the appropriate amount shall be invoiced to and paid by Licensee (unless Licensee provides QC with a valid tax exemption certificate authorized by the appropriate taxing authority); and QC shall be solely responsible for remitting such Taxes to the applicable taxing authority.

4    DELIVERY AND FORMAT OF CONTENT REPOSITORY AND ALPHA STREAMS.

4.1   Delivery; Access. During the Term, QC will make the Content Repository, Alpha Stream Background Information, and any subscribed Alpha Streams available to Licensee. At any time during the Term, QC may, in its sole discretion, upgrade, modify or otherwise alter the Content Repository, provided, however, that QC shall strive to maintain the Content Repository using commercially reasonable efforts. In the event that QC learns, at any time during the Term, that the Content Repository is not available, QC will notify Licensee of such non-availability, and will provide Licensee with updates until the problem is resolved. QC will use commercially reasonable efforts to resolve such availability problem within three (3) business days. If as a result, Licensee cannot access the Alpha Streams to which it had subscribed, QC shall provide Licensee a credit based on the Alpha Stream Fees, calculated pro-rata on the number of days when the Licensee did not have access to the relevant Alpha Stream, and if Licensee does not have access to any Alpha Streams, the Platform Services Fee shall also be reduced pro-rata to the number of days when the Licensee did not have access to such Alpha Streams. If after seven (7) days, the delivery problem is not resolved, Licensee shall not owe any fees for the month(s) in which the delivery problem occurred, and Licensee shall have the additional right to terminate this Agreement immediately without further cause.

4.2   Content Repository. QC may add information, including Alpha Streams, to Content Repository, and/or remove information, including Alpha Streams, from existing Content Repository at any time, provided that Licensee’s rights and QC’s obligations under 2.1 shall not thereby be limited.

4.3    Alpha Stream Removal. If an Alpha Stream is removed from the Content Repository by the Alpha Stream Author, for any reason or no reason at all, the Licensee’s subscription to such Alpha Stream shall continue for a period of at least the bid-period offered for the Alpha starting from the date of such a removal, provided that Licensee has paid the Alpha Stream Fees for such Alpha Stream. To the extent a new version of the Alpha Stream becomes available, the Licensee will have the option, but not the obligation, to switch to the new version of such Alpha Stream by explicitly subscribing to the new version, which shall not be automatically made available to Licensee unless and until the Licensee explicitly subscribes to such new version of the Alpha Stream.

5    OWNERSHIP OF CONTENT REPOSITORY AND ALPHA STREAMS. QC represents, and the Licensee agrees and acknowledges at least as between the parties, that QC owns all right, title, and interest, including all copyrights, trademark rights, patent rights, trade secrets, and other intellectual property rights, in and to the Content Repository, the Site, and the QC API. QC further represents has the exclusive authority and right from the Alpha Stream Authors to provide and license the Alpha Streams to the Licensee. Licensee agrees and acknowledges, as between the Licensee and Alpha Stream Author, Licensee has no right, title, and interest, including all copyrights, trademark rights, patent rights, and other intellectual property rights, in and to the Alpha Streams authored by such Alpha Stream Author other than as set out in this Agreement. Licensee agrees that it will not, and will not have others, reverse engineer any of the Alpha Streams or their underlying algorithms.

6    CONFIDENTIALITY.

6.1      During the term of this Agreement, each party may have access to certain confidential and proprietary information of the other party, including information that is marked confidential or by the nature of disclosure is reasonably understood to be confidential (collectively, the “Confidential Information”). Confidential Information shall include, but is not limited to: (i) the Content Repository, QC API, Alpha Streams (including all algorithms therein), Alpha Stream Authors, Alpha Streams Background Information, Alpha Stream Author Identity Information, this Agreement (including all Exhibits) and the terms thereof, all fees charged, Licensee’s interest in or selection of (and non-interest in or non-selection of) one or more Alpha Streams for evaluation or licensing, all communications between Licensee and Alpha Stream Authors, and all documentation relating thereto, (ii) marketing, sales, financial and other business information, data and plans; (iii) formulas, methods, know-how, processes, designs, new products, developmental work, performance tests or product evaluations, computer software; (iv) research and development information; (v) all information, including personal information, concerning the customers, potential customers, employees and service providers of either party; and (vi) any other information identified in writing as confidential or information that the receiving party knew or reasonably should have known was confidential. 

6.2      Confidential Information shall be used solely for each party’s performance under this Agreement and the exercise of its rights hereunder and shall not be disclosed to any third party. Each party shall take reasonable precautions, similar to those precautions it takes to protect its own confidential information, to maintain the Confidential Information in strict confidence. 

6.3      Confidential Information shall not include any information that the receiving party can establish: (i) is or subsequently becomes publicly available through no act or omission of the receiving party; (ii) was in the receiving party’s lawful possession prior to disclosure of such information (whether pursuant to this Agreement or otherwise); or (iii) is subsequently disclosed to receiving party by a third party who is not in breach of an obligation of confidentiality to the disclosing party. In addition, a party may disclose Confidential Information which is required to be disclosed under court order or a valid subpoena, to its professional advisors, or as is otherwise required by law, provided that the receiving party promptly notifies the disclosing party and provides the disclosing party an opportunity to seek an appropriate protective order, and such further recipients of the Confidential Information are under an obligation to protect the Confidential Information at least as strict as is contained in this Agreement.

6.4       Upon termination of this Agreement, each party shall promptly return or destroy all Confidential Information of the other party in its possession and purge all electronic copies of such Confidential Information from its computer system other than copies that are (i) routinely archived and not available for access without extraordinary measures or (ii) retained for legal and compliance purposes. Upon written request the receiving party will certify such destruction to the disclosing party.

7    WARRANTIES AND DISCLAIMER.

7.1   Each party represents and warrants that it has full power and authority to enter into the Agreement. QC specifically represents and warrants that it has been authorized by the Alpha Stream Authors to grant the rights in the Alpha Streams and Alpha Stream Background Information granted hereunder and to collect Alpha Stream Fees on behalf of the Alpha Stream Authors as set forth herein. QC represents and warrants that Alpha Stream Authors have consented to the availability of all of the information in the Content Repository to which Licensee will have access by entering into this Agreement, including Licensee’s access to information as described in Section 2.1 prior to any Alpha Stream subscription. QC represents and warrants that, to QC’s knowledge and belief, after reasonable investigation:

·       Alpha Stream Author owns all right, title, and interest, including all copyrights, trademark rights, patent rights, and other intellectual property rights, in and to the Alpha Streams and Alpha Stream Background Information, and has the authority to grant licenses and sub-licenses thereto;

·       Alpha Stream Author is not required to hold any license or registration required by any regulatory authority in order to provide Alpha Streams;

·       the information QC discloses to Licensee pursuant to this Agreement, including the Alpha Streams, Alpha Streams Background Information, and related information on the Content Repository:

o   is not, and is not based on material, non-public information obtained in breach of a duty of trust or confidence under Section 10(b) of the Securities Exchange Act of 1934, Rule 10b-5 thereunder, and QC implements reasonable policies and procedures to ensure the foregoing; and

o   other than Alpha Stream Author Identity Information, does not contain, and is not based on “personally identifiable information” or “personal data” as defined by the U.S. Office of Management and Budget (OMB) or as is defined by any applicable data protection law or privacy law or regulation, including the EU Data Protection Directive 95/46/EC and ePrivacy Directive 2002/58/EC as implemented by Member States within the European Economic Area (as such laws or regulations may be repealed, re-enacted or amended from time to time, including by the General Data Protection Regulation 2016/679 with effect on and from May 25, 2018) unless subject to an exception thereunder;

·       the collection, disclosure, delivery, and use of the information QC discloses to Licensee pursuant to this Agreement, and the provision of the Content Repository, as contemplated by this Agreement, does not and shall not infringe, misappropriate or violate any proprietary right of any third party, including any copyright, patent, trade secret, publicity, privacy, or other intellectual property right, and the information is not and shall not be defamatory or obscene, and QC implements reasonable policies and procedures to ensure the foregoing; and

·       such information and the Content Repository shall be free from any viruses, worms, Trojan horses, or other harmful or malicious code or components, and free from any “self-help” code or other disabling code. 

7.2   QC further represents and warrants that it has received representations and warranties from each Alpha Stream Author consistent with the preceding representations and warranties. If QC provides Licensee with any information that does not comply with the above, QC and Licensee shall use commercially reasonable efforts, at QC’s sole and reasonable expense, to ensure that such information is purged from all Licensee systems to the extent required by applicable law or transformed into a format that complies with the above, and shall provide evidence of such to Licensee.

7.3   QC further represents and warrants that each Alpha Stream Author has agreed in writing to (a) protect Confidential Information of Licensee to the same degree that the parties hereto are bound; (b) make QC aware if Alpha Stream Author’s providing of Alpha Streams becomes subject to any licensing or registration requirements of any regulatory authority, and to cease providing Alpha Streams in such circumstance; (c) cooperate with QC or its respective counsel, and Licensee or its respective counsel, in any prospective investigation, request, litigation or other similar proceeding or process relating to the Site and Content Repository; and (d) not disparage any user of the Site to any third party based on interactions through the Site or Content Repository.

7.4   QC REPRESENTS AND WARRANTS, AND LICENSEE ACKNOWLEDGES, THAT (A) QC IS NOT AN INVESTMENT ADVISORY SERVICE, A REGISTERED INVESTMENT ADVISOR, OR BROKER-DEALER AND (i) DOES NOT PURPORT TO ADVISE, TELL OR SUGGEST THE VALUE OF ANY SECURITIES OR WHICH SECURITIES LICENSEE SHOULD BUY OR SELL FOR ITSELF OR (ii) PROVIDE ANY INVESTMENT ADVICE WHATSOEVER AND (B) ALPHA STREAMS ARE NOT AND DO NOT INCLUDE INVESTMENT ADVICE. LICENSEE ACKNOWLEDGES AND AGREES THAT ANY SECURITY PURCHASES OR SALES IT ELECTS TO MAKE, WHETHER BASED ON ALPHA STREAMS OR OTHERWISE, ARE MADE AT LICENSEE’S RISK AND CHOICE.

7.5   Except as stated otherwise in this Agreement, THE LICENSEE SPECIFICALLY AGREES AND ACKNOWLEDGES THAT THE ALPHA STREAMS, CONTENT REPOSITORY AND QC API ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING ANY WARRANTY AGAINST FINANCIAL LOSS FROM THE USE OF THE ALPHA STREAMS OR TRADES MADE BASED ON THE ALPHA STREAMS; QC EXPRESSELY DISCLAIMS, WITH RESPECT TO THE ALPHA STREAMS, CONTENT REPOSITORY, AND QC API OR ANYTHING ELSE PROVIDED UNDER THIS AGREEMENT, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE.

8    INDEMNIFICATION.

8.1   Licensee will defend, indemnify, and hold QC, its Affiliates, and any of their respective officers, directors, employees and agents, harmless from, or settle, at its expense and option, any third party claims (including any damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising therefrom), based upon or otherwise arising out of: (1) Licensee’s misuse of the Alpha Streams, Alpha Stream Background Information, or Alpha Stream Author Identity Information in breach of this Agreement, (2) Licensee’s misuse of Content Repository and QC API in breach of this Agreement, or (3) Licensee’s material breach of this Agreement, gross negligence, fraud or intentional misconduct. Licensee’s indemnifying obligations under this Section 8.1 shall not apply to the extent a claim is based on or arises out of QC’s breach of this Agreement or violation of law or an Alpha Stream Author’s breach of its agreements relevant to this transaction or violation of law.

8.2   QC will defend, indemnify, and hold Licensee, and any of its officers, directors, employees and agents, harmless from, or settle, at its expense and option, any third party claims (including any damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising therefrom), based upon or otherwise arising out of (1) QC’s breach of this Agreement, gross negligence, fraud or intentional misconduct, or (2) any Alpha Stream Author’s breach of its agreements with QC relevant to this transaction.

8.3   The indemnifying party’s obligations under this Section 8 shall be conditioned on the indemnified party: (i) promptly notifying indemnifying party of such claim, (ii) providing the indemnifying party with reasonable information, assistance and cooperation, at indemnifying party’s expense, in defending the lawsuit or proceeding, and (iii) giving the indemnifying party full control and sole authority over the defense and settlement of such claim, subject to the indemnified party’s approval of any settlement that would require indemnified party to make an admission of liability or pay any amounts, which approval will not be unreasonably withheld or delayed.

9    LIMITATION OF LIABILITY. EXCEPT FOR BREACHES OF CONFIDENTIALITY UNDER SECTION 6, BREACHES OF NON-SOLICITATION UNDER SECTION 10, AND LIABILITY ARISING FROM A PARTIES GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS, LOST REVENUE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN, AND (B) IN NO EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY LICENSEE TO QC IN THE TWELVE (12) MONTHS IMMEDIATLEY PRECEDING THE FACTS FORMING THE BASIS OF THE CLAIM. The parties agree that (i) the mutual agreements made in this Section reflect a reasonable allocation of risk, and (ii) that each party would not enter into the Agreement without these limitations on liability.

10 NON-SOLICITATION.

10.1 Licensee is prohibited from soliciting or recruiting any Alpha Stream Authors (or any other users or members of the Site) through the Site or using the Alpha Stream API. This prohibition includes a prohibition against hiring or contracting Alpha Stream Authors to be employees or contractors of Licensee or to become employees, contractors, or members of competitive sites and services. This prohibition includes (but is not limited to) soliciting Alpha Stream Authors to make their methods, devices, models, algorithms or other automated processes available outside of the Site. If you violate this policy, the Company reserves the right to terminate this Agreement immediately. You hereby specifically acknowledge that you agree to this prohibition.

10.2 The provisions of Section 10.1 do and will not restrict the right of Licensee to: (1) solicit the employment of any Alpha Stream Author after such Alpha Stream Author has terminated (or had terminated) their agreements and/or engagement with QC and are no longer providing any Alpha Streams through the Site, provided that the Licensee did not induce such separation; (2) solicit or recruit generally in the media without specifically contacting or naming any Alpha Stream Authors; and/or (3) hire any Alpha Stream Author who answers any advertisement or who otherwise voluntarily applies for hire without having been initially personally solicited or recruited by the Licensee.

10.3 In no event will Licensee’s breach of Section 10.1 permit the removal of any Alpha Stream from the repository.

11 TERM AND TERMINATION.

11.1     Term. This Agreement will begin on the Effective Date and, unless earlier terminated in accordance with this Agreement, and will expire on the one (1) year anniversary of the Effective Date (the “Initial Term”). Thereafter, this Agreement will automatically renew for additional one (1) year terms unless either party notifies the other party in writing of its intent to not renew at least thirty (30) days prior to the end of the then-current term (the Initial Term and all such renewal terms, collectively, the “Term”).

11.2     Termination. Either party may terminate this Agreement: (a) immediately upon written notice to the other party if (1) the other party files a petition for bankruptcy, becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for the other party or its business, or (2) the other party breaches Section 7 of this Agreement in a manner that has a reasonable likelihood of causing material harm to the other party’s business; (b) immediately if the other party materially breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; (c) pursuant to Section 4.1 (for delivery problems); (d) pursuant to Section 12.3 (upon an assignment); and (e) pursuant to Section 3 of Exhibit A.

11.3     Effects of Termination, Expiration. Immediately upon the expiration or termination of this Agreement for any reason, Licensee will cease all use of Content Repository and any Alpha Streams. Sections 3, 5, 6, 7-9, 10 (but only to the extent Licensee breached the prohibitions of 10 prior to expiration or termination), 11, and 12 will survive any termination or expiration of this Agreement.

12  MISCELLANEOUS.

12.1   Compliance with Laws. Each party will comply with all laws, rules and regulations, if any, applicable to it in connection with the performance of its obligations under the Agreement.

12.2   Notice. All notices will be in English and in writing and (a) if sent to QC to the address identified above and the following e-mail address: sales@quantconnect.com and (b) if sent to Licensee to the e-mail address identified by Licensee during Licensee’s Site registration. Notice will be deemed given (i) upon receipt when delivered personally, (ii) upon written verification of receipt from overnight courier, or (iii) upon verification of receipt of registered or certified mail, or (iv) when transmitted if e-mailed on a business day; or (v) the next business day following transmission if e-mailed on a day that is not a business day.

12.3   Assignment. Except as expressly set forth herein, neither party may assign or otherwise transfer its rights or delegate its obligations under the Agreement, in whole or in part, provided however that: (y) QC may assign its rights or delegate its obligations hereunder to any person or entity that acquires all or substantially all of its assets, provided however that QC shall provide Licensee written notice of such assignment or delegation promptly thereafter, and License shall thereafter have the right to terminate this Agreement within thirty (30) days of such notice; and (z) Licensee may assign its rights or delegate its obligations hereunder to any person or entity that acquires all or substantially all of its assets, provided however that Licensee must provide QC with written notice of any such assignment or delegation no less than ten (10) days prior to the effectiveness of any such assignment or delegation.

12.4   Governing Law. This Agreement and any claim or dispute of whatever nature arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of the State of New York and applicable federal U.S laws, without giving effect to any choice of law principles that would require the application of the laws of a different state.

12.5   Dispute Resolution.

•       If a dispute arises between the Parties relating to this Agreement, the Parties shall initially attempt to resolve such dispute in good faith. The Parties shall ensure that senior executives with decision-making authority, shall attend such negotiation to attempt to reach a mutually agreeable resolution, within fifteen (15) Business Days of either party’s request in writing for such meeting. All negotiations pursuant to this Section are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.

•       If the Parties are unable to resolve a dispute per the preceding section related to an interpretation or alleged breach of this Agreement (and not including any claim where the remedy sought is an injunction, which is hereby excluded from this Section), the dispute will be submitted to binding arbitration to be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("Rules"). The arbitration will be held in New York, NY. A single arbitrator will be chosen in accordance with the Rules. The Arbitrator shall issue a written decision explaining his/her award. The award or decision rendered by such arbitrator will be final and binding on the parties and judgment may be entered thereon in any court having jurisdiction. Each party will be responsible for its own legal fees and expenses in any arbitration. The parties agree to continue performing their respective obligations under this Agreement while any dispute is being resolved. The arbitration proceedings shall be conducted in the English language. The arbitrator shall have jurisdiction to determine challenges to the validity of this arbitration section Agreement, and if any portion thereof is determined to be invalid, the remainder shall be severed and held valid. The arbitrator may determine how the costs and expenses of the arbitration, including arbitrator compensation, shall be allocated between the parties, but (s)he may not award attorneys’ fees to the prevailing party. Except as may be required by law, or as otherwise requested by a regulator or self-regulatory organization, neither a party nor an arbitrator may disclose the existence, content, information disclosed in, or results of any arbitration hereunder without the prior written consent of both parties; provided, that the foregoing does not prohibit either party from making any disclosure, as applicable, to its prospective or actual Affiliates, attorneys, agents, advisors or investors who have a need to know such information in connection with a valid business purpose (“Representatives”), as long as such party (a) ensures that such Representatives are bound by confidentiality obligations at least as stringent as those in this Agreement, and (b) assumes full responsibility for any breach of this Agreement caused by any such Representatives.  The arbitrator shall enter a protective order consistent with the above, including by providing that all evidence and other information presented by the parties shall remain confidential to the same extent as Confidential Information under this Agreement must be held confidential.  In such arbitration, the arbitrator shall have no authority to amend or modify any of the terms of this Agreement other than as explicitly provided herein.

•       In any court litigation relating to this Agreement, for whatever cause or reason, and whether related to or in aid of a required arbitration or otherwise, the parties: (a) consent to the exclusive jurisdiction of, and venue in, the state and federal courts located in the city, county, and state of New York; (b) irrevocably waive to the fullest extent permitted by applicable law, any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which the parties may now or hereafter have to the bringing of any such action or proceeding in such court; and (c) irrevocably waive, to the fullest extent permitted by applicable law, any objection or opposition to the other party’s motion to seal or close to the public any portion of the record or any hearings, motions or trials.  IN ADDITION, THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, OR THIS AGREEMENT.   Notwithstanding the exclusive jurisdiction contemplated in this paragraph, any judgment may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

12.6   Counterparts. This Agreement may be executed in counterparts, including facsimile counterparts, each of which will be deemed an original and all of which when taken together will constitute one and the same instrument.

12.7   Force Majeure. Neither party shall be liable for, and each party shall be excused from, any failure to deliver or perform or for delay in delivery or performance due to causes beyond its reasonable control, including, but not limited to, governmental actions, fire, work stoppages, shortages, civil disturbances, transportation problems, interruptions of power or communications, failure of suppliers or subcontractors, natural disasters or other acts of God.

12.8   Independent Contractor. QC and Licensee shall at all times be independent contractors for purposes of this Agreement, and not agents, employees, co-venturers or partners. Each party shall so represent itself to all other parties. Except as provided herein, neither party has granted to the other the right to bind it in any manner whatsoever. Each party assumes full responsibility for the actions of its personnel while performing services, herein, and shall be solely responsible for their supervision, daily direction, control, and for the payment of all of their compensation and other employment related payments. Licensee and QC acknowledge and agree that no privity or other relationship has been established between Licensee and Alpha Stream Authors or other users of the Site by this Agreement, and Alpha Stream Authors and users of the Site are not third-party beneficiaries of this Agreement.

12.9   Waiver. No waiver of or failure to act regarding any breach of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or other provisions hereof. All waivers must be in writing to be effective.

12.10  Headings. The headings set forth in front of the Sections and subsections of this Agreement are for convenience only and shall not be construed to have any interpretive effect whatsoever.

12.11   Marketing. Neither party nor any of its Affiliates will advertise, publicly announce or otherwise publicly state that it is providing or (as applicable) receiving services to or from Licensee, and this will continue in force notwithstanding the termination of this Agreement. Without limiting the foregoing, neither QC nor any of its Affiliates will use Licensee’s name, the name of any of Licensee’s Affiliates or any similar derivation in any advertising or promotional materials, including, but not limited to, its published list of clients, its website displays (including any social media pages) and other marketing materials.

12.12   Entire Agreement. This Agreement constitutes the entire agreement between QC and Licensee relating to the subject matter herein, and supersedes all prior agreements, proposals, purchase orders, generally applicable terms of use, understandings, representations or correspondence relevant to the subject matter hereof. Licensee has not been induced to enter into this Agreement by any representations or promises not specifically stated herein. This Agreement shall be signed by authorized representatives of QC and Licensee.

IN WITNESS WHEREOF, the parties have executed this Agreement by persons duly authorized as of the Effective Date.

EXHIBIT A

ALPHA STREAM SUBSCRIPTIONS, PRICING AND OTHER TERMS

1               AUCTION PROCESS

1.1            Subscriptions to Alpha Streams and the pricing for such subscribed Alpha Streams (i.e., the Alpha Stream Fees), will be determined by an auction process as described herein.

1.2            The maximum allocation of subscriptions to each Alpha Stream is limited. This limitation is represented by shares, where one (1) share to an Alpha Stream represents a $10,000 capital allocation (a “Share”). The number of shares available on an Alpha Streams is estimated by QuantConnect at the time of listing. QuantConnect in its sole discretion can adjust the number of shares to better reflect the realistic total allocation capacity of the Alpha Stream.

1.3            The available Alpha Stream Shares are sold to the highest bidder by an auction process held on the Site or through the QC API, share by share (the “Auction”). To participate in an Auction, a Licensee must enter a desired allocation of Shares, the maximum price per Share the Licensee is willing to bid to license the Alpha Stream, an initial bid above the Auction reserve price, and the time period in days for which the Licensee seeking to license the Alpha Stream.

•       For example, a $100,000 allocation would require ten (10) Shares. The Licensee places a maximum bid of $10 per Share for a maximum licensing cost of $100 per month and seeks to license the Alpha Stream for 3 months. The final cost is then determined based on the other Auction participants but would be a maximum of $300 paid upfront to license the Alpha Stream for 3 months.

1.4            When an Auction starts, the Licensee’s initial bid per Share is submitted for the current Share. If another Auction participant places a higher bid, QC will automatically increment the Licensee’s bid for the current Share if the current higher bid is less than the Licensee’s indicated maximum price. This process will be repeated until Licensee’s bid is the highest, final bid or the Licensee’s indicated maximum price is exceeded. The winner of the auctioned Share is the Auction participant (Licensee or other participant) that submitted the highest, final bid. If Licensee is winner of the auctioned Share, Licensee will be invoiced, in the next monthly invoice, an Alpha Stream Fee as determined by the highest, final bid and as set forth in the Agreement.

1.5            The process described in Section 1.4 herein is repeated for all available Shares of an Alpha Stream.

1.6            If Licensee will not able to secure Licensee’s desired share allocation, QC will email Licensee during the Auction with the option to increase the initial and maximum bids in the Auction. If the Licensee elects to not increase their bid, such that they cannot fulfill their full desired allocation, their bid will be removed from the auction process.

1.7            In the event the Licensee loses an auction for shares currently own their access to the Alpha will be terminated and any live algorithms running the algorithm will be stopped.

2                ALLOCATION LIMITS

Licensee agrees to not allocate more capital than what you register to license from the Alpha Stream Auction market. If Licensee’s live capital allocation exceeds the Alpha Stream allocation licensed for more than seven (7) days, Licensee agrees to pay the difference plus a thirty percent (30%) penalty, which shall be invoiced in the next monthly invoice. Licensee agrees that QC, at its discretion, can immediately terminate Licensee’s access to Alpha Streams and the Agreement immediately for misrepresentations of allocations licensed.  

3                OPTIONAL AUDIT

Licensee, whether subscribing to Alpha Streams via the QC API or getting Alpha Stream signals delivered off the QuantConnect Platform, agrees to allow QC to conduct periodic audits, on no more than a quarterly basis during the Term, to confirm that Licensee’s the Alpha Stream subscription allocation is within the licensed parameters and allocation limits set forth in Section 2 of this Exhibit A.

4                CHANGING SUBSCRIPTION, PRICING AND OTHER TERMS, INCLUDING AUCTION PROCESS

4.1            Licensee agrees and acknowledges that QC may change the Alpha Stream Subscription, Pricing and other terms set forth in this Exhibit A, including the terms of the Auction Process set forth in Section 1 of this Exhibit A, upon providing thirty (30) advance notice (the “Notice Period”) to Licensee.

4.2            All such changes made per Section 4 herein shall apply to all new Alpha Stream subscriptions starting after the Notice Period.