Alpha Stream Author Agreement
Version 1.0. Last Updated Sep 23rd 2019



Welcome

This ALPHA STREAM AUTHOR AGREEMENT ("Agreement") is entered into by and between QuantConnect Corporation, a corporation formed under the laws of Delaware, with an address at 1917 1 ST Avenue, #200, Seattle, WA 98101 ("QC") and       (the "Alpha Stream Author"). This Agreement will be effective as of the date the last signing party executes this Agreement (the "Effective Date").

1 DEFINED TERMS

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

  • 1.1 Alpha Stream

    means any method, device, model, algorithm or other automated process contributed by the Author to the Site, accessible through the Content Repository. 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.

  • 1.2 Alpha Stream Author Profile

    means identifying information, including name, social media address, and/or anonymized e-mail address, curriculum vitae and resume information, including job and other professional history, and other related information provided by Alpha Stream Author.

  • 1.3 Alpha Stream Background Information

    means Alpha Stream historical insights, order and trade events, equity curve, statistical analysis, research method, universe coverage, relevant background information, holding period and other relevant information related to the Alpha Stream.

  • 1.4 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 and their historical insights, except it shall not be construed to include any code, whether source or object code, of the algorithm or Alpha Streams.

  • 1.5 Licensee

    means a third-party that subscribes to an Alpha Stream through the Content Repository.

  • 1.6 Listed Subscription Fees

    means the current monthly subscription fees offered by the Alpha Stream Author for subscription, on a non-exclusive basis and exclusive basis (if applicable), to an Alpha Stream.

  • 1.7 Site

    means www.quantconnect.com.

  • 1.8 Terms and Conditions

    means the Terms and Conditions published on the Site.

2 AUTHOR COVENANTS AND GRANTS

  • 2.1 Use of Content Repository

    By using the Site and the Content Repository, Alpha Stream Author agrees to abide by the terms of this Agreement, the Terms, and all other terms of use and other conditions published by QC on the Site governing the use of the Content Repository and the Site (collectively, "Terms of Use"). Alpha Stream Author shall comply with all Terms of Use when using the Site or the Content Repository. All Terms of Use not set forth herein are hereby incorporated by reference. To the extent there is a conflict between the terms of this Agreement and any other Terms of Use, this Agreement shall govern and supersede any conflicting Terms of Use.

  • 2.2 Further Limitations

    By using the Site and the Content Repository and/or contributing an Alpha Stream to the Content Repository, Alpha Stream Author agrees that it will not (a) communicate with any Licensee, potential Licensee, or other third party about an Alpha Stream or (b) offer to subscribe, subscribe, or otherwise provide an Alpha Stream to any Licensee, potential Licensee, or other third party, other than through QC's approved communication channels and the Content Repository and under the terms of this Agreement.

  • 2.3 License to Alpha Stream

    By using the Site and the Content Repository and/or contributing an Alpha Stream to the Content Repository, Alpha Stream Author grants to QC an irrevocable, nonexclusive, sublicenseable, royalty-free and fully paid (except as otherwise stated herein), worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, and incorporate into other works, and otherwise license, use and exploit your Alpha Stream(s), and to grant sublicenses of the foregoing rights, through the Content Repository. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your Alpha Stream(s).

  • 2.4 Term of License

    The license granted in Section 2.3 shall remain in effect for the longer of: (i) at least one (1) year after the Alpha Stream is removed, for any reason, from the Content Repository; (ii) one (1) year after the termination of this Agreement and/or the termination of Alpha Stream Author's account on the Site; and (iii) until the end of any exclusive subscription granted to a Licensee per 3.1 below.

  • 2.5 Profile and Background Information

    Alpha Stream Author agrees to provide an Alpha Stream Author Profile with sufficient information to identify the Alpha Stream Author and provide relevant professional biographical or related background information regarding the Alpha Stream Author. Alpha Stream Author agrees to provide with each Alpha Stream Alpha Stream Background Information. Alpha Stream Author hereby grants to QC an irrevocable, nonexclusive, sublicenseable, royalty-free and fully paid (except as otherwise stated herein), worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, and incorporate into other works, and otherwise license, use and exploit the Alpha Stream Author Profile and Alpha Stream Background Information on the Site.

  • 2.6 Public User Content

    Any method, device, model, algorithm or other automated process shared as Public User Content (as defined in the Terms and Conditions) will be QC property (as set forth in the Terms and Conditions), may not be removed from the Site and may not be made available for subscription as an Alpha Stream.

3 FEES

  • 3.1 Listed Subscription Fees

    When contributing an Alpha Stream to the Content Repository, Alpha Stream Author shall submit monthly subscription fee(s) for the Alpha Stream (the " Listed Subscription Fee(s)"). The Alpha Stream Author agrees to accept the Listed Subscription Fee(s) to license the Alpha Stream on a non-exclusive basis and exclusive basis (if applicable). The Listed Subscription Fee(s) shall be published on the Content Repository with the Alpha Stream. Licensees may immediately subscribe to the Alpha Stream by agreeing to pay this Listed Subscription Fee(s) through the Content Repository. Alternatively, Alpha Stream Author may negotiate with a potential Licensee through the Content Repository for a different subscription fee for the Alpha Stream; Alpha Stream Author may accept such offer or counter-offer a different subscription fee. The process of offer and counter-offer may continue until the Licensee and the Alpha Stream Author agree on a subscription fee or the Licensee decides not to subscribe to the Alpha Stream. The subscription fee paid by the Licensee, whether the Listed Subscription Fee or a different, negotiated fee agreed to by the Alpha Stream Author and the Licensee, shall be the "Alpha Stream Monthly Fee." QC is permitted to and will only make the Alpha Stream available to Licensee for so long as the Licensee pays the Alpha Stream Monthly Fee.

  • 3.2

    Unless otherwise agreed in writing, in exchange for the License set forth in 2.3 above, and only to the extent an Alpha Stream is licensed or sublicensed by us to a third party, we shall pay you, within thirty (30) days of receipt, the Alpha Stream Monthly Fee actually paid to QC by the Licensee for your Alpha Stream. For the avoidance of doubt, QC shall not have any liability to pay you any portion of the such Alpha Stream Monthly Fee unless and until a third party remits payment to QC.

  • 3.3 Partial Month Subscription

    In the event a Licensee subscribes to an Alpha Stream during an interim period of a calendar month, Alpha Stream Author shall only receive a pro rata percentage of the remaining Alpha Stream Monthly Fee for such calendar month, and such pro rata fee shall be a minimum of seven (7) calendar days. In the event an Alpha Stream is terminated during a month and such Alpha Stream is discontinued, Alpha Stream Author shall only receive a pro rata percentage of the Alpha Stream Monthly Fee for the month.

  • 3.4 Fee Changes

    An Author may change a Listed Subscription Fee at any time. However, the Alpha Stream Monthly Fee will only update to an increased Listed Subscription Fee three (3) months after such change; such increase will go into effect and be invoiced to the Licensee at the start of the next month after such three (3) month period. Licensee shall pay such new Alpha Stream Monthly Fee, unless the Licensee unsubscribes from such Alpha Stream.

4 CONSENTS

Alpha Stream Author consents to the listing, publication, display, and distribution on and through the Content Repository of all Alpha Streams submitted by Alpha Stream Author on or through the Content Repository. Alpha Stream Author authorizes QC to provide and subscribe to Licensees such Alpha Streams through the Content Repository on the terms set forth herein. Alpha Stream Author consents to the listing, publication, display, and distribution of the Alpha Stream Author Profile on and through the Content Repository and Site. Alpha Stream Author consents to the listing, publication, display, and distribution of Alpha Stream Background Information, and any other information provided by Alpha Stream Author with an Alpha Stream. Alpha Stream Author consents to QC collecting Alpha Stream Monthly Fees from Licensees on behalf of the Alpha Stream Author.

5 CONTENT REPOSITORY AND ALPHA STREAMS

  • 5.1 Content Repository

    QC may add information, including Alpha Streams and updated Alpha Stream Author Profiles to Content Repository, and/or remove information, including Alpha Streams and Alpha Stream Author Profiles, from existing Content Repository at any time.

  • 5.2 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, other than due to an exclusive subscription by a Licensee, all current Licensee's subscription to such Alpha Stream shall continue for a period of at least one (1) year from such removal, provided that Licensee continues to pay the Alpha Stream Monthly Fee.

  • 5.3 Compliance with Acceptable Use Policy and Miscellaneous Provisions

    You hereby represent and warrant that your Alpha Stream(s), Alpha Stream Author Profile, and Alpha Stream Background Information do not violate our Acceptable Use Policy (defined in Section 3.3 of the Terms and Conditions). You may not represent or imply to others that your Alpha Stream(s) is in any way provided, sponsored or endorsed by QC. Because you alone are responsible for your Alpha Stream(s), Alpha Stream Author Profile and Alpha Stream Background Information, you may expose yourself to liability if, for example, your Alpha Stream(s), Alpha Stream Author Profile, or Alpha Stream Background Information violates the Acceptable Use Policy. QC is not obligated to backup any Alpha Stream(s), Alpha Stream Author Profile, and Alpha Stream Background Information and your Alpha Stream(s), Alpha Stream Author Profile and Alpha Stream Background Information may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your Alpha Stream(s), Alpha Stream Author Profile and Alpha Stream Background Information if you desire.

6 OWNERSHIP OF CONTENT REPOSITORY AND ALPHA STREAMS

QC agrees and acknowledges, as between the QC and Alpha Stream Author, each 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 authored by such Alpha Stream Author. Alpha Stream Author agrees and acknowledges 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 (excluding the Alpha Streams), the Site, and the QC API. Alpha Stream Author agrees and acknowledges that QC has the exclusive authority and right from the Alpha Stream Author to provide and license the Alpha Stream(s) and Alpha Stream Background Information to Licensees.

7 CONFIDENTIALITY

  • 7.1

    During the term of this Agreement, each party may have access to certain confidential and proprietary information of the other party or of a Licensee (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 Stream Background Information, this Agreement, 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 Licensees 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 Licensee, customers, potential customers, employees and service providers of either party or of a Licensee; and (vi) any other information identified in writing as confidential or information that the receiving party knew or reasonably should have known was confidential.

  • 7.2

    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, at least as great as the precautions it takes to protect its own confidential information, to maintain the Confidential Information in strict confidence.

  • 7.3

    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, provided that the receiving party promptly notifies the disclosing party and provides the disclosing party an opportunity to seek an appropriate protective order.

8 ADDITIONAL WARRANTIES AND DISCLAIMER

Each party represents and warrants that it has full power and authority to enter into the Agreement. Alpha Stream Author represents and warrants, and QC acknowledges, that Alpha Stream Author is not an investment advisory service, nor is it a registered investment advisor or broker-dealer and does not purport to tell or suggest the value of any securities or which securities QC or Licensee should buy or sell for itself. Author acknowledges that QC assumes no risks associated with the use of your Alpha Stream(s), Alpha Stream Author Profile and Alpha Stream Background Information, including any reliance on their accuracy, completeness or usefulness by others, or any disclosure of your Alpha Stream(s), Alpha Stream Author Profile, and Alpha Stream Background Information that personally identifies you or any third party. Alpha Stream Author represents and warrants that 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 represents and warrants that the information Alpha Stream Author provides through the Content Repository, including Alpha Streams, Alpha Stream Author Profiles, and Alpha Stream Background Information, (a) 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; (b) 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; (c) does not and shall not, and the use thereof 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 (d) 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; and (e) contains no misrepresentations, falsehoods, or misleading statements. Alpha Stream Author represents and warrants that Alpha Stream Author is not required to hold any license or registration required by any regulatory authority in order to provide Alpha Streams. In the event Alpha Stream Author becomes aware that its providing of Alpha Streams becomes subject to any licensing or registration requirements of any regulatory authority, Alpha Stream Author shall forthwith cease providing Alpha Streams and inform QC of such requirements, upon which QC may in its respective discretion terminate this Agreement and/or any Alpha Stream subscriptions.

9 INDEMNIFICATION

  • 9.1

    Alpha Stream Author 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 Alpha Stream Author's breach of this Agreement, gross negligence, fraud or intentional misconduct.

  • 9.2

    The indemnifying party's obligations under this Section 9 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.

10 LIMITATION OF LIABILITY

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 QC TO ALPHA STREAM AUTHOR 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.

11 NONCIRCUMVENTION

If and to the extent you gain exposure to any business opportunities through or as a result of the Site, irrespective of whether you initiated the communication, including any relationship arising from your Alpha Stream(s) (each an "Opportunity"), then you agree to (i) immediately inform us of the Opportunity, and (ii) pay or cause us to be paid thirty percent (30%) of our standard or reasonable compensation in connection with any such Opportunity. You agree not to circumvent, avoid, bypass, evade, thwart or obviate, directly or indirectly, any participation by us in any Opportunity. Without limiting the foregoing, you agree not to initiate any communication, or respond to any communication from any investor or potential investor, other than through the Site, without first obtaining our express written permission, which may be withheld in our sole and exclusive discretion. In the event that you violate this Section 11, then you agree to and hereby do (i) grant us the same license with respect to Alpha Stream t as you grant under the Opportunity, and (ii) waive the right to any and all fees, revenue and other remuneration to which you would otherwise be entitled arising from or in connection with use or exploitation of the Site.

12 TERMINATION

QC may suspend and terminate this Agreement, your rights to use the Site (including your Account), for any breach of this Agreement, the Terms and Conditions, any other Terms of Use, or for any reason at all. Upon termination of this Agreement, your Account and right to access and use the Site will terminate immediately, along with your right to collect any fee from QC hereunder. You understand that any termination of your Account may involve deletion of your User Content and Alpha Stream(s). QC will not have any liability whatsoever to you for any termination hereunder, including for termination of your Account or deletion of your User Content and Alpha Stream.

13 MISCELLANEOUS

  • 13.1 Cooperation

    Alpha Stream Author will 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.

  • 13.2 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 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 Alpha Stream Author written notice of such assignment or delegation promptly thereafter.

  • 13.3 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.

  • 13.4 Force Majeure

    QC shall not be liable for, and 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.

  • 13.5 Independent Contractor

    QC and Alpha Stream Author 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.

  • 13.6 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.

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

QUANTCONNECT CORPORATION

By:      

Name: Jared Broad

Title: Chief Executive Officer

Date:      

ALPHA STREAM AUTHOR

By:      

Name:      

Title:      

Date: