Legal

Terms of Service

Welcome. Please read these Terms of Service ("Terms") carefully before accessing or using the website, products, and services described below (collectively, the "Services"). By accessing or using the Services, you agree to abide by, and to be bound by, these Terms. IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS, YOU MUST IMMEDIATELY DISCONTINUE ANY USE OF THE SERVICES.

1. General; Acceptance of Terms

Orderflow Technologies, LLC (the "Company," "we," "us," or "our") operates the website orderflowtech.com and related online tools through which it provides the Services described in Section 2. By creating an account, joining a waitlist, subscribing, or otherwise accessing, browsing, or using the Services, or by purchasing the Services, you are a "user" of the Services and you confirm that you have read, understood, and agree to be bound by these Terms.

These Terms grant you a limited, revocable, non-exclusive license to access and use the Services, in whole or in part, including but not limited to the Company's intellectual property therein, solely in compliance with these Terms.

2. Description of Services

The Company provides online trading and market-analysis tools, as well as educational resources and information, offered through subscription tiers behind a paywall. Some features may be in development or available only to waitlisted users. Unless explicitly stated otherwise, any new features or functionality that augment or enhance the Services shall be subject to these Terms.

3. Eligibility; Age Restrictions

You must be at least eighteen (18) years of age and capable of forming a binding contract to use the Services. By using the Services, you represent and warrant that you meet these requirements. The Company has no intention of collecting personal information from individuals under the age of eighteen (18).

4. Account Registration

You may be required to create an account to access certain features, and only registered users may subscribe to paid tiers. You are responsible for: (a) maintaining the confidentiality of your account credentials; (b) all activities that occur under your account; and (c) notifying us immediately of any unauthorized use.

5. Acceptable Use; Unauthorized Access and Activities

To maintain the integrity and functionality of the Services for all users, access to the Services or activities that are harmful to, inconsistent with, or disruptive of the Services or users' beneficial use and enjoyment of the Services are expressly unauthorized and prohibited. By way of example, and without limitation, you agree not to:

(a) use the Services for any unlawful purpose or in violation of any applicable regulations;

(b) attempt to gain unauthorized access to any part of the Services;

(c) interfere with or disrupt, or engage in any activity that may impair, the integrity, functionality, performance, usefulness, usability, signal-to-noise ratio, or quality of all or any part of the Services in any manner, including by posting voluminous content;

(d) reverse engineer, decompile, or disassemble any aspect of the Services, including any effort to identify, acquire, copy, or emulate any source code or object code;

(e) except as expressly permitted in Sections 6 and 7, use automated systems to scrape or extract data from the Services, or engage in any copying, aggregation, display, distribution, performance, or derivative use of the Services or any content posted on them — whether public-facing or behind the subscriber-access paywall, and whether done directly or through intermediaries (including but not limited to spiders, robots, crawlers, scrapers, framing, iframes, or RSS feeds) — subject to the limited exception for search engines and public archives set forth below;

(f) collect personal information of the Services' users (including but not limited to email addresses and IP addresses) for any purpose;

(g) access or use the Services to design, develop, test, update, operate, modify, maintain, support, market, advertise, distribute, or otherwise make available any program, application, or service (including, without limitation, any device, technology, product, computer program, mobile device application, website, or mechanical or personal service) that enables or provides access to, use of, operation of, or interoperation with the Services — including, without limitation, to access, post, cross-post, re-post, respond or reply to, verify, transmit, or flag content, create, verify, or use accounts, or circumvent and/or automate technological security measures or restrictions — whether for use or operation on or by any computer or any electronic, wireless, or mobile device, technology, or product that exists now or in the future;

(h) circumvent any technological restriction or security measure on the Services, or any provision of these Terms that restricts content, conduct, accounts, or access; or

(i) share your account credentials with any other person, or engage in any redistribution of Content or provision of real-time access to the Services that is prohibited by Section 7 (Content Usage and Redistribution).

Limited exception for search engines and archives. General-purpose Internet search engines and non-commercial public archives may access the Services without individual written agreements executed with the Company if, in all cases and individual instances: (i) they provide a direct hyperlink to the relevant website, service, forum, or content; (ii) they access the Services from a stable IP address using an easily identifiable agent; and (iii) they comply with the Company's robots.txt file. The Company may terminate this limited exception as to any search engine, public archive, or person relying on it, at any time and in its sole discretion, upon written notice, including by email.

For purposes of this Section, you agree that cached copies of the Services' webpages on your computer or computer server constitute "copies" under the Copyright Act, 17 U.S.C. § 101, and that CAPTCHAs and telephone verification are "technological measures" that effectively control access to copyright-protected components and the Company's intellectual property rights pursuant to 17 U.S.C. § 1201.

Any attempt (whether or not successful) to engage in, or to enable, induce, encourage, cause, or assist anyone else to engage in, any of the above unauthorized and prohibited access or activities is also expressly prohibited and is a violation of these Terms. If you access the Services or copy, display, distribute, perform, or create derivative works from the Services or the Company's intellectual property in violation of these Terms or for purposes inconsistent with them, your access, copying, display, distribution, performance, or derivative work is unauthorized.

6. Intellectual Property

All content, features, and functionality of the Services are owned by the Company and are protected by law, including but not limited to United States copyright law, trademark law, and international treaties. Nothing herein or included in the Services' material shall be construed as a grant from the Company of a license to any copyrights, trademarks, patents, or any other intellectual property rights.

Except as otherwise authorized by these Terms, none of the Services' content may be copied, reproduced, distributed, republished, downloaded, displayed, modified, exploited, entered into a database, posted, or transmitted in any form or by any means — including, but not limited to, electronic, mechanical, photocopy, recording, or otherwise — without the prior written permission of the Company. Permission is granted for you to display, copy, and download the materials from the Services ONLY for personal, non-commercial use, provided that you do not modify the materials, you retain all copyright and other proprietary notices contained in the materials, and you agree to abide by all additional copyright notices or restrictions contained in any material accessed through the Services. Except as expressly permitted in Section 7, you are prohibited from transmitting, showing, displaying, or presenting the content, ideas, trademarks, or language contained on or within the Services in any way to any other individual, entity, or third party, or from conducting any educational services based thereupon.

The permission to use the Services for personal, non-commercial use terminates automatically if you breach any of these Terms. Upon termination of this permission for any reason, you acknowledge and agree to destroy any and all copies of the Services' materials you possess in any format, including electronic format. You also may not, without the Company's permission, "mirror" any material contained on the Services on any other server. Any unauthorized use of any material contained on the Services may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

7. Content Usage and Redistribution

All data, visualizations, and analytics displayed through the Services (collectively, "Content") are proprietary to the Company and are licensed solely for your personal, non-transferable use during your active subscription.

Prohibited redistribution includes, but is not limited to:

Permitted uses:

The distinction is between real-time redistribution (prohibited) and after-the-fact sharing (permitted). If you are unsure whether a specific use is allowed, please contact us at the email address listed in Section 19 before proceeding. Violation of this section may result in immediate suspension or termination of your account, in accordance with Section 15, without refund.

8. Subscriptions, Payments, and Pricing

Certain Services may require a paid subscription. By subscribing, you agree to pay the applicable fees. Subscriptions may auto-renew unless cancelled. Subscriptions and payments are processed by a third-party payment provider, and all subscription management actions — including subscription creation, upgrade, downgrade, and cancellation — shall take place using the Manage Subscription function available to registered users. At any time, you may choose to subscribe to a different tier. Upgrades and downgrades are immediate and proportional for active users; in the event of a downgrade, a credit may appear on your account, which may be used toward future payments.

ALL SALES ARE FINAL. In the event that a Service is listed at an incorrect price due to typographical error, or error in pricing information received from others, the Company retains the right to refuse or cancel any orders placed for Services listed at the incorrect prices. PRICE AND AVAILABILITY INFORMATION IS SUBJECT TO CHANGE WITHOUT NOTICE.

9. Financial Disclaimer

The Services are provided for informational and analytical purposes only. Nothing provided through the Services constitutes financial advice, investment advice, or a recommendation to buy, sell, or hold any security. Trading involves substantial risk of loss, and you are solely responsible for your trading decisions.

You recognize that all information conveyed via the Services is the product of the personal experiences and knowledge of laypeople, and that the producers, agents, representatives, and owners of the Company and the creators of the Services' contents do not possess any professional certifications or training in the area of personal finance and are not financial planners, analysts, or accountants. The Company does not guarantee any financial outcomes for users and disclaims any and all liability relating to user outcomes as a result of users' access to or use of the Services' contents. You assume any and all risks associated with use of the Services.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR OTHER VIOLATIONS OF RIGHTS.

Information on the Services may contain technical inaccuracies or typographical errors. The Company does not guarantee that the Services will be uninterrupted, error-free, or free of viruses or other harmful components, or that defects will be corrected. The Company does not make any representations, nor does it endorse the accuracy, completeness, timeliness, or reliability of any advice, opinion, statement, or other material or content displayed, uploaded, or distributed on the Services or available through links on the Services. The Company assumes no liability or responsibility for: any errors or omissions in the content of the Services; any failures, delays, malfunctions, or interruptions in the delivery of any content; any losses or damages arising from the use of the content provided on the Services; or any conduct by users of the Services, either online or offline. The Company does not warrant or make any representations regarding the use or the results of the use of the materials on the Services in terms of their correctness, accuracy, reliability, or otherwise. The content of the Services is for your reference only and should not be relied upon by you for any purpose, including, without limitation, to achieve a particular result or obtain financial gain.

The Company is not responsible for the functionality, availability, or security of third-party hosting website services, or for the availability or content of other services that may be linked to the Services. You acknowledge that the Company has no control over such services and hold the Company blameless for any lapse in functionality, breach of security, unavailability of the website, contents, or Services, or interruption of access resulting from any such service's malfunction or inoperability. You further acknowledge and agree that the Company does not endorse and shall not be responsible or liable, directly or indirectly, for any content, accuracy, quality, advertising, products, or other materials on or available from such external services, or for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, or services available on or through them. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such sites.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS INTERRUPTION, INCREASE IN DEBT, LOSS OF PROGRAMS, LOSS OF USE OR DATA, OR TRADING LOSSES, ON ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF THE SERVICES OR CONTENT ACCESSED THROUGH THE SERVICES, OR ANY INTERACTIONS WITH OTHERS ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF THE COMPANY OR ANY COMPANY REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE TOTAL LIABILITY OF THE COMPANY EXCEED ONE HUNDRED DOLLARS ($100), REGARDLESS OF THE CAUSE OF ACTION, IN TORT, CONTRACT, OR OTHERWISE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

12. Indemnification

You agree to indemnify, defend, and hold the Company, its members, owners, employees, contractors, representatives, affiliates, successors, predecessors, assigns, heirs, service providers, and suppliers harmless from and against all claims, actions, demands, losses, expenses, liabilities, settlements, damages, and costs relating to or arising out of: (a) your use of or reliance on any content of the Services or the Services themselves; (b) your use of third-party content accessed via the Services; (c) any violation by you of these Terms; and (d) any financial losses, increases in personal debt, or unsuccessful achievement of financial goals resulting from your use of the Services. This indemnification obligation includes payment of any attorneys' or accountants' fees and costs incurred by the Company or its representatives. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with the Company's defense of these claims.

13. User Comments and Feedback

You agree that any material, user comments, feedback, and ideas that you transmit to the Services or otherwise provide ("Transmissions") shall be and remain the Company's property. All Transmissions will be treated as non-confidential and non-proprietary, and the Company shall be under no obligation of any kind with respect to such information and shall be free to reproduce, use, disclose, and distribute the Transmissions to others without limitation. Additionally, the Company shall be free to use any ideas, concepts, know-how, or techniques contained in such information for any purposes whatsoever, including, but not limited to, developing, manufacturing, or marketing products incorporating such information. You further agree that the Company may use information about your demographics and use of the Services in any manner that does not reveal your identity.

In addition, you agree, and are hereby put on notice, that you are prohibited from posting or transmitting to or from the Services any unlawful, threatening, libelous, defamatory, inflammatory, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability under law. You are solely responsible for the content of any comments you make.

14. Release of Information

The Company reserves the right to disclose any personal information about you or your use of the Services, including but not limited to its contents, without your prior permission if the Company possesses a good-faith belief that such action is necessary to: (1) conform to legal requirements or comply with legal process; (2) protect and defend the rights and property of the Company or its affiliated companies; (3) enforce these Terms; or (4) act to protect the interests of users of the Services or others. The Company's performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of the Company's right to comply with governmental, court, and law-enforcement requests or requirements relating to your use of the Services or information provided to or gathered by the Company with respect to such use.

15. Termination; Suspension; Modification of the Services

These Terms are effective unless and until terminated by the Company. The Company may suspend or terminate your access to the Services at its discretion, with or without notice, for conduct that it believes violates these Terms or is harmful to other users or the Services, or for any other reason, and may take any other actions that the Company, in its sole discretion, believes to be in the interest of itself and of its users as a whole. The Company also reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, the Services or any part thereof, with or without notice to you. You agree that the Company shall not be liable to you or to any third party for any such modification, suspension, or discontinuance of the Services.

16. Changes to Terms

The Company reserves the right to modify these Terms at any time, and any such changes will be applicable to all subsequent access to or use of the Services. Material changes will be communicated through the Services or via email. The most current version of these Terms can be viewed at any time at https://orderflowtech.com/terms, and you should periodically review it to determine the then-current Terms to which you are bound. Continued use of the Services after changes constitutes acceptance of the updated Terms. If you do not accept and agree to all provisions of these Terms, now or in the future, you may reject them by immediately terminating all access to and use of the Services, in which case any continuing access or use of the Services is unauthorized.

17. Governing Law; Jurisdiction; Disputes

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles. You hereby expressly submit and consent to the personal and exclusive jurisdiction of the federal and state courts located in New Castle County, Delaware, United States. EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR ANY OTHER MATTERS INVOLVING THE PARTIES HERETO. The prevailing party in any lawsuit or other proceeding regarding these Terms shall be entitled, in addition to other costs and damages, to reasonable attorneys' fees and litigation expenses.

18. Miscellaneous

(a) General. The Company is based in Newark, Delaware, in the United States of America. The Company makes no claims that the content of the Services is appropriate or lawful outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. These Terms shall remain in effect until terminated in accordance with Section 15 and shall survive any breach by any party.

(b) Electronic Communications. When you use the Services or send emails to the Company, you are communicating with the Company electronically and you consent to receive communications from the Company electronically. The Company will communicate with you by email or by posting notices on the Services. You agree that all agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications be in writing.

(c) Severability. If any one or more of the provisions (or portions thereof) of these Terms shall for any reason be held by a final determination of a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions (or portions of the provisions) of these Terms, and the invalid, illegal, or unenforceable provision shall be deemed replaced by a provision that is valid, legal, and enforceable and that comes closest to expressing the intention of the parties.

(d) Waivers. The failure of any party to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition of these Terms shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

(e) Assignment. These Terms, and any rights you may have under them, may not be assigned or transferred by you. The Company may freely assign these Terms to any third party.

(f) Headings; Construction. All headings used in these Terms are intended for convenience of reference only and shall not affect the construction or interpretation of these Terms. Words of any gender used in these Terms shall be held to include any other gender, and words in the singular shall be held to include the plural when the sense requires.

(g) Entire Agreement. These Terms constitute the entire agreement between the parties with respect to their subject matter and supersede all previous agreements on this matter. There are no other written or oral agreements, representations, or understandings with respect to the subject matter of these Terms.

19. Contact

If you have questions about these Terms, please contact us at contact@orderflowtech.com.