Overview of Services. Knowtilus provides a financial charting platform, together with related services and content. The Services may include access to various financial charts. In addition to the terms set forth herein, each chart may describe its own restrictions and limitations (e.g. redistribution restrictions and paid view) during the selection process, and such terms are hereby incorporated into these Terms by reference to the extent you select or otherwise access or use the corresponding chart.

Services Content. Excluding User Content (defined below), all content made available through the Services (including, without limitation, all information and infrastructure, associated financial tools, data, investment write-ups, user information, data, newsletters, blog posts, general text, graphics, and their selection and arrangement, collectively, the “Services Content”) is the proprietary information of Knowtilus. No Services Content may be modified, copied, distributed, reproduced, republished, downloaded, posted, transmitted, or sold in any form or by any means, in whole or in part, without Knowtilus’ prior written permission in each instance. Provided that you are eligible for use and access of the Services and subject to the conditions of these Terms of Service, you are granted a limited license to access the Services Content and to download or print a copy of any portion of the Services Content to which you have properly gained access solely for your own use, provided that you keep all copyright or other proprietary notices intact. You may not upload or republish Services Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Services Content is strictly prohibited. You agree to abide by all additional copyright notices or restrictions contained in the Services Content.

To be eligible to use the Services, you represent and warrant that you: (i) are at least 18 years of age, or otherwise over the age of majority in the jurisdiction in which you reside; (ii) are not currently restricted from the Services and are not otherwise prohibited from having an account related thereto; (iii) will only provide accurate information to Knowtilus; (iv) have full power and authority to enter into these Terms and doing so will not violate any other agreement to which you are a party; and (v) will not violate any rights of Knowtilus or a third party.

You assume all responsibility for your use of, and access to, the Services. Accounts are for a single user, company or other legal entity, as applicable. Any multiple-party use, other than individual use on behalf of a company or other legal entity, is prohibited. For example, sharing a login between non-entity individual users is prohibited.

Accuracy. By registering for our Services, you represent and warrant that all information you submit to us is true, accurate, current and complete and that you will promptly notify us in writing if your information changes. It is your responsibility to keep your account and profile information accurate and updated. We are not responsible for any disputes or claims related to any inaccurate, incomplete, or untimely information provided by you to us.

Privacy. To use our Services, you must register with us and submit certain personally identifiable information. You expressly agree that we may collect, disclose, store and otherwise use your information in accordance with the terms of the Knowtilus Privacy Policy, available at https://www.grufity.com/privacy.

Your Account. The account you create and any related profile is owned by us. With regard to your account, you agree to: (i) keep your password secure and confidential; (ii) not permit others to use your account; (iii) not use the accounts of others; (iv) not transfer your account to another party; and (v) notify us of any actual or suspected unauthorized use of your account. You are responsible for any activity occurring under your account. You shall not: (i) select a username already used by another person; (ii) use a username in which another person has rights without such person’s authorization; or (iii) use a username or password that Knowtilus, in its sole discretion, deems offensive or inappropriate. Knowtilus reserves the right to deny creation of your account based on Knowtilus’ inability to verify the authenticity of your registration information.

User Content. You are solely responsible for all content (including, but not limited to all investment write-ups/theses, company information, financial models, financial projections, economic information, user information, profile information, forum posts, comment posts, user to user messages, and text/design/content of any kind) (collectively the “User Content”) that you upload, publish or display (hereinafter, “post”) on or through the Services, or transmit to or share with other users of the Services. You may not post, transmit, or share User Content on the Services that you did not create, to which you do not hold a copyright, or that you do not have permission to post. You understand and agree that Knowtilus may, but is not obligated to, review the Services and may delete or remove (without notice) any User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of Knowtilus violates these Terms of Use, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content You post or store on the Services or provide to Knowtilus. When you post User Content to the Services, you authorize and direct us to make such copies and backups thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Services. By posting User Content to or through any part of the Services, you automatically grant, without compensation from Knowtilus, and you represent and warrant that You have the right to grant, to Knowtilus an irrevocable, perpetual, non-exclusive, transferable, fully paid-up, royalty-free, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose (including, without limitation, any commercial purpose, including, creating a platform for the sublicensed User Content). Through or in connection with the Services, Knowtilus may grant and authorize sublicenses of the foregoing, without any obligation to compensate you. You may remove your User Content from the Services at any time, provided that you acknowledge and agree that Knowtilus' license and all sublicenses to the User Content shall continue perpetually as specified in the license grant above. Knowtilus does not assert any ownership rights over Your User Content; rather, as between us and you, subject to the rights granted to us in these Terms, you retain ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content.

Interactions with Other Users. You are solely responsible for all interactions with other users. You acknowledge and agree that we do not have an obligation to verify any User Content or other information provided by users on the Services. Knowtilus enables sharing of information by allowing users to post content and information. Pursuant to the license granted by you above, Knowtilus may grant other users of the Services access and share rights to your Content in accordance with these Terms. Information you share may be seen and used by other users of the Services. Knowtilus is not responsible for another user’s or other third party’s misappropriation or misuse of your User Content or other information. You are solely responsible for your interactions with other users. Additionally, Knowtilus is not responsible for the truthfulness, accuracy, authenticity, or completeness of any of the User Content or any other information provided by other users or any other third party. You hereby release Knowtilus from all claims, demands, or damages of every kind, known or unknown, in any way connected with (i) any relationship arising between users of the Services, (ii) any dispute between you and another user, or (iii) arising out of any services which originated through the Services or were otherwise provided by a user. Additionally, you agree to immediately report to us any false information provided or misconduct by any user of the Services. It is your responsibility to make sure that any dialogue or communication initiated is not in violation of any securities laws, the policies of your employer, or any agreement to which you are subject.

Feedback. You may from time to time identify problems, solutions to identified problems, provide suggestions, comments or other feedback related to our Services or otherwise relating to Knowtilus (“Feedback”) to Knowtilus. You acknowledge and agree that all Feedback is and shall be given entirely voluntarily and Knowtilus shall be free to use or disclose such Feedback for any purpose. You further acknowledge and agree that your Feedback does not contain confidential or proprietary information and you are not entitled to any compensation or reimbursement of any kind from Knowtilus under any circumstances relating to such Feedback.

Subject to the terms and conditions herein, Knowtilus grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license and right to access the charts through a generally available mobile device, web browser or Knowtilus authorized Site to view content and information, and otherwise use the Services to the extent intended and permitted by the functionality thereof. This license is personal to you, and you may not resell our Services, permit other users access to our Services through your account, or use the Services to host content for others. You may not copy or download any content from the Services except with the prior written approval of Knowtilus. You acknowledge that, except as otherwise expressly provided, these Terms are solely between you and Knowtilus.

Knowtilus is not liable for the loss, corruption, alteration or removal of any content transmitted using our Services. By using our Services, you expressly waive the right to seek damages and agree to hold Knowtilus harmless for any such loss, alteration, corruption or removal. You acknowledge and agree that you are solely responsible for retaining all records and reconciling all transaction information relating to your use of the Services.

If you purchase any Services that we offer for a fee (“Paid Services”), you agree to pay the applicable fees for the Paid Services when due plus all related taxes. All applicable taxes are calculated based on the billing information you provide us at the time of purchase. Unless otherwise denoted, all fees are assessed in U.S. dollars. You also agree that Knowtilus and its third-party service providers providing payment processing services may store your payment information. We may charge your payment information for subsequent charges you authorize, such as account upgrades or other special charges authorized by you. If the payment method you use with us reaches its expiration date and you do not edit the applicable information or cancel such Paid Service, you authorize us to continue billing that payment method and you remain responsible for any uncollected amounts. If you purchase a subscription to a Paid Service, you will be billed for your first month immediately upon purchasing or upgrading to a subscription account. Unless otherwise set forth on an applicable ordering document incorporating these Terms, the Services are billed in advance and are non-refundable. Your subscription account shall automatically renew, provided that you may cancel the subscription any time before the end of the current billing period and the cancellation will take effect on the next billing period. You shall retain access to such Paid Services from the time you cancel until the start of the next billing period, but you will not receive a refund or credit for any days remaining in your current billing period. You agree to reimburse us for all collection costs and interest for any overdue amounts.

Failure to pay may result in the termination of your subscription. You may cancel or suspend your Paid Services by contacting Knowtilus at contact@grufity.com. Unless expressly stated to the contrary, we do not guarantee refunds for lack of usage, dissatisfaction or any other reason.

Paid Services may be subject to additional terms, in addition to these Terms, related to the provision of the Paid Service.

You agree to comply with all applicable laws and regulations in connection with your use of the Services. You may not use our Services to post or transmit any illegal material, including without limitation any transmissions that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law or regulation. In particular, the following is a representative, non-exhaustive list of acts that are prohibited:

Knowtilus may deny or restrict your access to all or part of the Services without notice in its reasonable discretion if it deems that you have engaged in any conduct or activities that Knowtilus in its reasonable discretion believes violates the letter or spirit of any of these Terms. If Knowtilus denies or restricts your access to the Services because of such a violation, you shall have no right to obtain any refund or credit for the subscriptions fees you have paid.

You may terminate these Terms by terminating your use of the Services and any related account. Knowtilus may terminate these Terms for any reason or no reason at any time. In the event that these Terms or the Services are terminated, you acknowledge and agree that you will continue to be bound by these Terms. Following termination, you shall immediately cease use of the Services and any license granted to you under any agreement related to your use of the Services shall immediately terminate. Upon termination, Knowtilus reserves the right to delete all of your Content, data, and other information stored on Knowtilus’ servers. Knowtilus will not be liable to you or any third party as a result of the termination of these Terms or the Services or for any actions taken by Knowtilus pursuant to these Terms as a result of such termination. Without limiting the generality of the foregoing, Knowtilus will not be liable to you or any third party for damages, compensation, or reimbursement relating to your use of the Services, or the termination thereof.

Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms and termination of the Services. Termination of these Terms or the Services does not relieve you from your obligation to pay Knowtilus any amounts owed to Knowtilus.

You acknowledge and agree that you are solely responsible for protecting your password and other personal information and for the consequences of not protecting such data. Access to our Services and to certain online transactions may involve the use of identification numbers, passwords, payment accounts or other individualized nonpublic information (“Private Documentation”). You shall use your best efforts to prevent unauthorized use of our Services, your account, or of any Private Documentation, and shall promptly report to Knowtilus any suspected unauthorized use or other breach of security. You shall be responsible for any unauthorized use of your account, identification numbers or passwords. Knowtilus shall not be liable for any unauthorized use of payment accounts. If the computer system on which you accessed the Service is sold or transferred to another party, you warrant and represent that you will delete all cookies and software files obtained through use of the Services.

Actual service coverage, speeds, locations and quality may vary. Knowtilus will attempt to provide the Services at all times, except for limited periods for maintenance and repair. However, the Services may be subject to unavailability for a variety of factors beyond our control including emergencies, third-party service failures, transmission, equipment or network problems or limitations, interference, signal strength, and may be interrupted, limited or curtailed. Delays or omissions may occur. We are not responsible for data, messages or pages lost, not delivered, delayed or misdirected because of interruptions or performance issues with the Services or communications services or networks. We may impose usage or Services limits, suspend the Services, or block certain kinds of usage in our sole discretion to protect users or the Services. The accuracy and timeliness of chart data received is not guaranteed.

Knowtilus is not a registered investment advisor or broker/dealer. You are advised that the material contained herein should be used solely for informational purposes. You should always conduct your own research and due diligence and obtain professional advice before making any investment decision. Neither Knowtilus nor its other users will be liable for any loss or damage caused by a reliance on information obtained in any Services Content or User Content.

An investment in stocks could lose money over short or even long periods. You should expect stocks prices and returns may have large range fluctuations.

You specifically acknowledge that none of the Knowtilus Parties will be held liable for losses or gains arising out of or relating to your use the Services and that no other Knowtilus user will be liable to you for losses or gains arising out of any Services Content or User Content of any type available through the Services. You acknowledge that your investment decisions or recommendations are made entirely at your election. You also specifically acknowledge that any user may or may not have a position in any investment described in User Content and that you have been informed that the user posting User Content may have established a position at a much earlier time at more favorable prices, has no duty to update the User Content if its investment position changes, and may effect transactions in investments before or after, and in the same manner or the opposite manner, to any investment transactions directly or indirectly described in the User Content.

You agree to defend, indemnify and hold the Knowtilus harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party arising out of or relating to (i) any violation of these Terms by you; (ii) your Content or any other content or material you submit or otherwise transmit through our Services; (iii) your violation of any rights of another; or (iv) your use of the Services. Knowtilus reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to defense by you.

Knowtilus respects the intellectual property rights of others and expects that you do the same. It is our policy to terminate, in appropriate circumstances, the accounts of subscribers who infringe the copyrights of others. You may not upload, download, post, publish, transmit, reproduce, or distribute in any way, files, material, information, software or other material obtained through the Services that is protected by copyright or other proprietary right or derivative works with respect thereto, without obtaining permission of the copyright owner or other right holder. Knowtilus has the right, but not the obligation, to remove from the Services any files, material, information, software or other material Knowtilus believes is or may be, in its sole discretion, infringing or otherwise in violation of the rights of others.

Excluding claims for injunctive or other equitable relief, for any claim where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution provider mutually agreed upon by the parties. The arbitration shall be conducted by telephone, online or be solely based on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. Any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration each party waives any right to a jury trial.

You acknowledge and agree that Knowtilus may provide notices and other disclosures to you electronically by posting such notices or other disclosures on Knowtilus’ website or by emailing it to you at any email address provided to Knowtilus by you. Such notices or other disclosures shall be considered received by you following the posting on the website or twenty-four (24) hours following the email being sent to you, as applicable. Any such electronic notice or other disclosure shall have the same effect and meaning as if it had been provided to you as a paper copy.

We may add to, change or remove any part of these Terms, at any time without prior notice to you other than listing of a later effective date than the one set forth at the top of these Terms. Such modification shall be effective immediately upon posting at the Site. As your next visit to the Site or use of the Services may be governed by different Terms, we encourage you to look for a new effective date on these Terms when you visit the Site or use the Services. It is your responsibility to check these Terms periodically for changes. If we make any material changes to these Terms, we will endeavor to provide registered users with additional notice of any changes, such as at your e-mail address of record or when you log-in to your account.

Your use or continued use of the Services following the posting or notice of any changes to these Terms or any other posted policies shall constitute your acceptance of the changed Terms or policies.

We do not control, and we are not responsible for, any data, content, services, or products (including software) that you access, download, receive or buy while using the Services. We may, but do not have any obligation to, block information, transmissions or access to certain information, services, products or domains to protect the Services, our network, the public or our users. We are not responsible for the content, accuracy, timeliness or delivery of any opinions, advice, statements, messages, services, graphics, data or any other information provided to or by third parties as accessible through the Service.

From time to time, the Services may contain references or links to third-party materials not controlled by Knowtilus or its suppliers or licensors. Knowtilus provides such information and links as a convenience to you and should not be considered endorsements of such sites or any content, products or information offered on such sites. You acknowledge and agree that Knowtilus is not responsible for any aspect of the information or content contained in any third party materials or on any third party sites accessible or linked to the Services. You are responsible for evaluating whether you want to access or use a third party sites. Accordingly, if you decide to use third party sites, you do so at your own risk. You should review any applicable terms or privacy policy of a third party sites before using it or sharing any information.

These Terms, along with any rules, guidelines, or policies published on the Knowtilus homepage constitute the entire agreement between Knowtilus and you with respect to your use of our Services. If there is any conflict between the Terms and any other rules or instructions posted on the Services, the Terms shall control. No amendment to these Terms by you by shall be effective unless acknowledged in writing by Knowtilus. Notwithstanding the foregoing, Knowtilus reserves the right, in its sole discretion, to modify these Terms or the policies referenced herein at any time as set forth above. These Terms shall be governed by, and construed in accordance with, the laws of the state of Florida, without reference to its choice of law rules. You agree that Knowtilus shall be entitled to apply for injunctive remedies or other equitable relief in any jurisdiction. Subject to any applicable law to the contrary, you agree that any cause of action arising out of or related to the use of our Services must be commenced within one (1) year after the cause of action accrues, or such action will be permanently barred. If any portion of these Terms is found to be unenforceable or invalid for any reason, that provision will be limited or eliminated to the minimum extent necessary so that the rest of these Terms will otherwise remain in full force and effect. You may not assign your rights or obligations under these Terms without the prior written consent of Knowtilus. Knowtilus' failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms and termination of the Services. All headings included in these Terms are included for convenience only, and shall not be considered in interpreting these Terms. These Terms do not limit any rights that Knowtilus may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to Knowtilus, pursuant to this Agreement or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to Knowtilus. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, or any other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services. Except as otherwise expressly set forth herein, there shall exist no right of any person, other than you and Knowtilus, to claim a beneficial interest in these Terms or any rights occurring by virtue of these Terms. No independent contractor relationship, partnership, joint venture, employer-employee or franchise relationship is created by this Agreement.