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QUANTRISK FORECAST AS a SERVICE TERMS OF USE AGREEMENT

By accessing (“Our Website”) www.quantrisk.com and using its Forecast as Service solution, you acknowledge to have read, and be in agreement and abide by the terms laid down hereunder, which may change from time to time, at our sole discretion.

QUANTRISK and the (“Licensor”), and you the (“Licensee”), as an individual or a company, are collectively referred to as “Parties” and individually as a “Party”. “You” and “Your” refer to Licensee, “We”, “Us” and “Our” to Licensor.

QUANTRISK is a Florida incorporation with an address at 66 West Flagler, Suite 900, Miami, FL 33132, USA. (“QuantRisk Solution”) comprises price, load / demand and generation forecasts for electricity markets worldwide. These forecast data are published electronically via API and web-reports on Our Website.

IF YOU DO NOT AGREE WITH THE TERMS OR CONDITIONS OF THIS AGREEMENT, NOTABLY THE DISCLAIMERS, LIMITATION OF LIABILITY AND WAIVER OF YOUR LEGAL RIGHTS, DO NOT EXECUTE THIS AGREEMENT OR USE OUR WEBSITE

1.License

This (“Subscription Agreement”), hereinafter (“Agreement”), governs any and all aspects of Your license and subscription, to access and use Our Website, whether for actual paid use or as a free trial. By executing this Agreement, and in consideration of Your payment in full of all due subscription fees, or nothing for a free trial, We grant You a non-transferable, non- assignable and non-exclusive license (“License”) to use QuantRisk Solution for specific number of forecasts and market nodes, in adherence with all the stipulations, terms and conditions set forth hereunder.

Electronic Execution. You acknowledge and agree that Your execution of this Agreement shall be electronic, by clicking “I Agree”. You further agree that Your electronic execution legally binds you to the terms and conditions of the QR Subscription Agreement and this Agreement, identically to Your ink execution on paper. You further acknowledge that the electronically executed record shall be considered as an official legal paper record.

The License grants You the right to use QuantRisk Solution for Your own use. Your License prohibits any commercial use of QuantRisk Solution for resell or sharing with third parties, including but not limited to adaptation, duplication, derivative work as standalone or embedded within a third party solution.

QuantRisk Solution is and remains the exclusive property of the Licensor. A License does not grant Licensee any rights or interests with regards to QuantRisk Solution, derivative works or any Intellectual Property rights related thereto, whether by implication, estoppel or otherwise, except those rights expressly granted in this Agreement.

2.Restrictions

Restrictions. The following are prohibited use of QuantRisk Solution. You agree that You will not Yourself, or through a parent, subsidiary, affiliate, agent or other third party:

• Frame, mirror or web-link to our interfaces and webpages;
• Use automated tools such as robots, spiders or others that can interfere with, or induce undue load on our web servers and website. Disrupt the integrity or performance of Our Website by any means;
• Transmit or upload malware, viruses or any destructive code. Attempt, execute or permit to gain unauthorized access, bypass or circumvent security measures, hack and steal data and information;
• Sell, lease, license, assign, sublicense or otherwise deal with all or part of QuantRisk Solution and the License. Use QuantRisk Solution to provide derivative work or service in whole or in part, for any other Person, including any affiliate or parent company of the Licensee, except as expressly provided herein. For the purposes of this Agreement, “Person” includes an individual, corporation, partnership, joint venture, trust, affiliate, subsidiary, unincorporated organization or any agency or instrumentality thereof or any other judicial entity recognized by law.
• Copy, duplicate or distribute QuantRisk Solution, in Whole or in part, by ANY MEANS and for any purpose.
• Reverse engineer, decompile, disassemble or attempt to discover, any of source code, underlying ideas, models or algorithms;
• Provide access to, disclose, divulge or make available QuantRisk Solution in whole or in part to “Outside Persons” other than Licensee’s direct employees, who have signed a confidentiality agreement consistent with the terms and provisions herein; taking all precautions Licensee would otherwise take to protect its own proprietary information;
• Use QuantRisk Solution to store or transmit infringing, libelous, or unlawful material and/or data.

3.Termination and Renewal

A License commences upon of the execution of this Agreement and terminates on the (“Termination Date”) stipulated therein. Licensor may terminate this Agreement at once and without notice, if Licensee is in breach of this Agreement. Such termination will not relieve Licensee of its payment obligations hereunder or otherwise entitle Licensee to a refund of any paid and unused portions. Notice shall be furnished to Licensee by electronic mail. Termination is not an exclusive remedy and all other remedies will be available whether or not termination occurs. Upon termination of this Agreement for any reason, without prejudice to any other rights the Parties may have, Licensee’s access to and use of QuantRisk Solution shall be terminated at once. Our services are monthly or yearly subscriptions. There is no refund for cancellations. You must personally renew a yearly subscription. Monthly subscriptions are automatically renewed until you cancel Your subscription by notifying us via email. We reserve the right to change the price and content of Your solution, in which case a new subscription shall be required on renewal date

4.Proprietary and Intellectual Property Rights

Licensor is the owner of all (“Intellectual Property”) and rights in QuantRisk Solution. QuantRisk Solution is protected by copyright, and trademark laws of the United States, European Community, all countries, as well as international treaties. Our Intellectual Property remains the exclusive property of the Licensor and no rights in this regard is granted to You by virtue of this Agreement.

5.Indemnification for Infringement

THIS SECTION STATES THE ENTIRE LIABILITY OF LICENSOR REGARDING INFRINGEMENT CLAIMS. Licensor represents and warrants that QuantRisk Solution shall not infringe upon or violate any foreign or domestic patent, copyright, trade secret or other proprietary right of any third party. In the event of a third party claim against Licensee, asserting a patent, copyright, trade secret or other proprietary right violation involving QuantRisk Solution, Licensor shall defend or settle the claim, at its own expense, and shall indemnify Licensee against any loss, cost, expense or liability resulting from or arising out of the claim, whether or not the claim is successful, provided that Licensee notifies Licensor in writing within a reasonable time after Licensee first receives written notice of the claim and gives Licensor necessary authority, available information, and reasonable assistance for the defense or settlement of the claim. THE FOREGOING OBLIGATIONS SHALL NOT APPLY TO THE EXTENT THE INFRINGEMENT ARISES AS A RESULT OF the use of QuantRisk Solution by Licensee in any illegal manner, including unlawful use of proprietary data or information from third party sources.

6.Confidentiality

(“Confidential Information”) shall include without limitations this Agreement, Licensor Intellectual Property, QuantRisk Solution, Your personal data and information, all correspondences regarding, the License and its acquisition, related tasks such as maintenance, support and renewal thereafter, in all formats: electronic, email, chat and phone. Each Party shall use reasonable efforts to protect from disclosure information that is the Confidential Information of the other Party. Licensor shall divulge such Confidential Information only to its employees who require access to it for the purposes of this Agreement, and with whom it has executed similar confidentiality agreements. This Confidentiality section shall survive the termination of this Agreement.

7.Warranty, Disclaimer and Limitation of Liability

Third Party Liability. We use third party services as listed below. We make no representation, nor assume any responsibility or liability for their performance, timeliness, accuracy, availability and failure thereof, as they adversely affect the performance of QuantRisk Solution. These third party services and servers are exposed to the speed and availability of the Internet and networks. WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE INCURRED BY YOU, AS A RESULT OF ANY THIRD-PARTY SOLUTION AND DATA WE USE IN THE PROVISION OF QUANTRISK SOLUTION:

• QuantRisk Solution uses third party’s cloud server infrastructure which can undergo downtime.
• The provision of QuantRisk Solution requires connectivity to multiple data sources such as ISOs and weather websites. These may undergo disruptions and downtime.
• Market data and Our forecasts are delayed and not real-time. We do not validate market and Our forecasts data. These can have omissions and errors.

Limitation of Liability. OTHER THAN AS EXPRESSLY PROVIDED HEREIN, QUANTRISK SOLUTIONS ARE PROVIDED “AS IS” WITHOUT WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESSED OR IMPLIED, IN FACT OR IN LAW, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. IN NO CASE SHALL THE LICENSEE SOLELY RELY ON QUANTRISK SOLUTION TO MAKE A DECISION WHICH COULD RESULT IN BUSINESS LOSSES. LICENSOR DOES NOT WARRANT THAT QUANTRISK SOLUTION WILL BE ERROR FREE. IN NO EVENT WILL LICENSOR, ITS PARENTS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUBCONTRACTORS BE LIABLE TO YOU OR ANY THIRD PARTY (WHETHER IN CONTRACT, TORT OR OTHER) FOR ANY LIABILITY, DAMAGES, LOSS OF ANY KIND AND NATURE INCURRED BY YOU, COST OF COVER, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE USE OR FAILURE OF ANY QUANTRISK SOLUTION AND SERVICE PERFORMED HEREUNDER.

BY SUBSCRIBING TO QUANTRISK SOLUTION, AND AS A CONDITION TO DO SO, YOU AGREE THAT OUR TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE USE OF QUANTRISK SOLUTION SHALL BE 1 (ONE) DOLLAR.

Warranty of Licensee and Indemnification. You warrant to Us that You will use QuantRisk Solution in full legal manners, in accordance to the laws of the United States, local and international laws, notably with respect to, but not limited to business, trade, intellectual property right and copyright infringements. You will indemnify, defend, and hold harmless Us, our parents, affiliates and respective employees, officers, directors, from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) which result from any claim or allegation arising from or in relation to any breach of the rules of this Agreement, or wrongful activity perpetrated related to You or any other person who accesses QuantRisk Solution by using your password and login credentials.

8.Legal

Governing Law. If you are a United States resident this Agreement shall be governed in all respects by the laws of the State of Florida. If You reside outside of the United States, this Agreement shall be governed in all respects by the rules of The International Chamber of Commerce.

Venues, Arbitration, Legal Action. You agree to submit and settle, only through binding arbitration, any conflict or claim, You arise out of or in relation to this Agreement. If you are a United States resident, the arbitration venue shall be the American Arbitration Association, to be conducted in Miami. If You reside outside of the United States, the arbitration venue shall be The International Chamber of Commerce, conducted in a location of Our choosing, and in English exclusively. Arbitration shall strictly proceed in accordance with the terms of this Agreement, and be carried out by three (3) appointed arbitrators, and a majority decision of two (2) or more, shall be binding on both You and Us. The final award rendered by the arbitrators may be filed and enforced in any court of competent jurisdiction. YOU HEREBY AGREE AND UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHTS TO FILE A LAWSUIT AGAINST US IN A COURT OF LAW. However, You agree that We, at Our sole discretion, can opt for arbitration, in accordance with this section, or file for a lawsuit, to settle any conflict or claim We arise out of or in relation to this Agreement. Any legal action we commence shall take place in Miami. You agree to submit and not to contest, or challenge, the personal jurisdiction over You, as described herein, both for legal action and arbitration. YOU HEREBY ACKNOWLEDGE AND ACCEPT THIS DIFFERENCE IN THE FORUM FOR DISPUTES AND CLAIMS BETWEEN YOU AND US.

Neither Party is precluded from seeking provisional remedies such as temporary restraining orders and preliminary injunctions in the court of their choosing. Such remedies will not avoid or stay legal action or arbitration.

Class Action Waiver. YOU AGREE NOT TO BRING, PURSUE OR BE THE PLAINTIFF OR REPRESENTATIVE IN ANY CLASS ACTION CASES, ARBITRATION, OR LITIGATIONS AGAINST US, ANYWHERE WORLDWIDE, FOR ANY REASONS. YOU HEREBY AGREE AND UNDERSTAND THAT YOU ARE WAIVING SUCH RIGHTS.

9. Miscellaneous

• In the event that one or more provisions of this Agreement are found to be illegal or unenforceable, they will be amended to the extent needed to ensure their applicability, but this Agreement shall not be rendered inoperative and the remaining provisions shall continue in full force and effect.
• The headings used are for convenience only, and are not a part of this Agreement and shall not be deemed to limit or affect any provisions hereof.
• We shall not be liable for any failure of our performance under this Agreement, if such failure results from events beyond our control, such as act of god, terrorism, war, catastrophic events and failures. Licensor reserves the right to modify the terms and conditions of this Agreement. It is the Licensee’s responsibility to acquire and ensure compliance with the latest version of this Agreement.
• This Agreement, including any future revisions thereof, is the entire agreement between both Parties, with respect to the subject matter of this Agreement and supersedes all prior agreements.
• We reserve the right to change the price and content of the solutions sold to You. In such a case, a new subscription shall be required at the time of renewal.