Terms and Conditions

1. Participant Agreement

VOID WHERE PROHIBITED.

This Participant Agreement (“Agreement”) governs the use of the How The Market Works (“HTMW,” “we,” or “us”) website and contests made available through the site (collectively, the “site”). Anyone accessing the site agrees to abide by this Agreement and by the Rules of any contest in which they participate. Those Rules appear under Rules page and are incorporated herein by reference.

HTMW may modify this Agreement or the Rules at any time, and such modification shall be effective immediately upon posting on the site. Your continued access or use of the site after the modifications have become effective shall be deemed your conclusive acceptance of the modified Agreement or Rules.

THIS SITE DOES NOT OFFER, SOLICIT OR ARRANGE FOR THE SALE OR PURCHASE OF SECURITIES. THE SITE AND ITS CONTESTS ARE PART OF A STOCK MARKET SIMULATION. NO ACTUAL SECURITIES ARE PURCHASED, SOLD OR TRADED AS PART OF THE CONTESTS. ALL INFORMATION IS PROVIDED FOR ENTERTAINMENT AND RECREATIONAL PURPOSES ONLY.

2. General

The Contests are for entertainment purposes only. The site is limited to personal, non-commercial, and academic use and the content contained therein may not be copied, modified, duplicated or distributed in any form or for any reason without the express written consent of HTMW. This Participant Agreement is subject to changes by HTMW without prior notice. HTMW reserves the right to cancel the Contests at any time, without prior notice, for any reason. Data provided on this site may be delayed as specified by financial exchanges information providers. HTMW and its vendors believe their data and text services to be reliable but accuracy is not warranted or guaranteed.

3. Eligibility

Special contests offering monetary prizes sponsored exclusively by HTMW are open to all legal residents of the United States and Canada(excluding residents of the province of Quebec). Employees of HTMW, and its subsidiaries, or any sponsors of the Contest, their respective advertising and promotion agencies, their parent, subsidiary and affiliated companies, as well as members of their immediate families and households (including children, spouses and siblings and/or persons living in the same households as such persons, whether related or not) are not eligible for participation. The Contest is void wherever prohibited and subject to all federal, state, provincial and local laws and may be restricted to certain states or provinces. To determine your eligibility for a particular contest, consult the Rules for that contest.

PARTICIPATION IN A CONTEST FOR WHICH YOU ARE NOT ELIGIBLE WILL PLACE YOU IN BREACH OF THIS AGREEMENT AND THE APPLICABLE RULES AND RESULT IN THE FORFEITURE OF ANY PRIZE OR AWARD EARNED AND SUBJECT YOU TO CIVIL AND POTENTIAL CRIMINAL LIABILITY.

4. Registration

Registration for the Contest is an online process. To register, click on the Registration page. By registering to participate in a HTMW contest, you agree that any and all information you supply in the registration process is current, truthful and complete. You also agree that you, the Participant, will be the only authorized user of the site using your user name and password. You agree not to provide or make known your user name and password to any other person for the purpose of facilitating that person’s access and unauthorized use of the site.

For questions regarding this Agreement or the Rules for any contest, contact Customer Support atsupport{at}www.howthemarketworks.com

5. License

The contents of the HTMW site, including its “look and feel” (e.g. , text, graphics, images, logos and button icons), editorial content, notices, software (including HTML-based computer programs) and other material, are protected under both United States, Canadian and foreign copyright, trademark and other laws. These contents belong or are licensed to HTMW. We hereby grant you the right to view and use the site subject to this Agreement. You may download or print a copy of the information site contains for your personal, internal and non-commercial use only. Permission to reprint or electronically reproduce any document or graphic in whole or in part for any other purpose is expressly prohibited without HTMW’s prior written consent.

6. Copyright Policy

You may not post, distribute, or reproduce in any way any copyrighted material, trademarks or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. HTMW can terminate the privileges of any registrant who repeatedly infringes the copyright of any legal person. Without limiting the foregoing, if you believe your work has been copied and posted on the Service in a way that constitutes copyright infringement, email legal{at}www.howthemarketworks.com with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material you claim is infringing is located on the site; your address; telephone number; email address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

DISCLAIMER: THIS SITE AND THE INFORMATION IT CONTAINS IS MADE AVAILABLE “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.

We make no guarantee that the information on this site is up to date, accurate, or complete and you should not rely on it for any decision or to take any action. By entering any Contest, you agree to waive any right to claim any ambiguity or error in the Rules or the Contest itself and agree to be bound by these Rules and by all decisions of HTMW, which are binding and final. Failure to comply with these rules may result in disqualification from the Contest. In the event of any unanticipated occurrence that was not fully addressed by the Rules, HTMW may modify the Rules to address such occurrence. Any changes to the Rules will be posted on the site. HTMW conveys the information available on this site without responsibility for accuracy and Participants agree that errors contained in such information shall not be made the basis for any claim, demand or cause of action. We hereby disclaim any warranty that the information on this site will be free of interruption or that the site is free of viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. HTMW is not responsible for telecommunications, network, electronic, technical or computer failures of any kind, inaccurate transcription of entry information, errors in any promotional or marketing materials, errors in these rules, any human or electronic error, including but not limited to, the administration of this Contest, or for entries that are stolen, misdirected, garbled, delayed by computer transmissions, lost, late or damaged.

CONTEST DISCLAIMER: All decisions by HTMW in computing points, creating awards, conducting drawings or in conducting any and all other aspects of a HTMW contest are made by HTMW in its sole discretion and are final and not subject to appeals.

HTMW SHALL BEAR NO LIABILITY WHATSOEVER IN CONNECTION WITH THE DESIGN, DEVELOPMENT OR ADMINISTRATION OF ANY CONTEST OR IN ANY OTHER RESPECT IN CONNECTION WITH YOUR INTERACTION WITH THE SITE OR PARTICIPATION IN ANY CONTEST.

In the event this disclaimer is held not to be enforceable or is otherwise invalidated, the maximum liability of HTMW, its subsidiaries, affiliates, employees, officers, directors and agents to any contestant shall be the amount of that contestant’s entry fee in the applicable contest.

7. Site Performance

HTMW is not liable for any delay or failure of the site or the Contest to perform. There is no guarantee that Participants will be able to access the site whenever and wherever desired. There may be extended periods of time when you cannot access the site for various reasons, many beyond our control. Heavy player traffic on the site may affect your access to the site. No corrections or adjustments will be made for trades, attempted trades or missed trades affected by the site’s operation or downtime. The Contest will not recognize the attempted trades the site did not process.

In the event this disclaimer is held not to be enforceable or is otherwise invalidated, the maximum liability of HTMW, its subsidiaries, affiliates, employees, officers, directors and agents to any contestant shall be the amount of that contestant’s entry fee in the applicable contest.

8. No Investment Advice by HTMW

How The Market Works and Stock-Trak Inc. (“Company”) are not investment advisory services, nor are they registered investment advisors or broker-dealers and do not purport to tell or suggest which securities customers should buy or sell for themselves. The analysts, employees, and/or affiliates of the Company may hold positions in the stocks or industries discussed here. You understand and acknowledge that there is a very high degree of risk involved in trading securities. The Company, the authors, the publisher, and all affiliates of Company assume no responsibility or liability for your trading and investment results. Factual statements on the Company’s website, or in its publications, are made as of the date stated and are subject to change without notice.

It should not be assumed that the methods, techniques, or indicators presented in these products will be profitable or that they will not result in losses. Past results of any individual trader or trading system published by Company are not indicative of future returns by that trader or system, and are not indicative of future returns which be realized by you. In addition, the indicators, strategies, columns, articles and all other features of Company’s products (collectively, the “Information”) are provided for informational and educational purposes only and should not be construed as investment advice. Examples presented on Company’s website are for educational purposes only. Such set-ups are not solicitations of any order to buy or sell. Accordingly, you should not rely solely on the Information in making any investment. Rather, you should use the Information only as a starting point for doing additional independent research in order to allow you to form your own opinion regarding investments. You should always check with your licensed financial advisor and tax advisor to determine the suitability of any investment.

Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners and the owners retain all legal rights. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by the Company.

9. Indemnification

You agree to indemnify, defend and hold harmless HTMW, its officers, directors, employees, agents and affiliates from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, arising out of or relating to any violation of this Agreement or any other wrongful activity related to use of the site (including but not limited to infringement of third parties’ worldwide intellectual property rights or negligent or wrongful conduct) by you or any other person accessing the site using your user name and password. Winners assume all liability for any injury or damages caused or claimed to be caused by his or her participation in the Contest and/or the acceptance and/or use of any prize, and release HTMW and its parents, subsidiaries, affiliates, agents and assigns and advertising and promotional agencies and their respective officers, directors, and employees (collectively “Released Parties”) from any such liability. Released Parties assume(s) no responsibility for any injury or damage to Participant’s or to any other person’s computer relating to or resulting from this Contest. Entry constitutes permission (except where prohibited by law) to use winner’s name, city, state, likeness and/or voice for purposes of advertising, promotion and publicity without additional compensation. Any attempt by a Participant or any other individual to deliberately damage any online service or website or undermine the legitimate operation of the Contest or the site is a violation of criminal and civil laws and should such an attempt be made, HTMW reserves the right to seek damages and/or other remedies from any such person to the fullest extent permitted by law.

10. HTMW’s Proprietary Right to Content

Winners of any phase of HTMW contest waive all rights of privacy and publicity and expressly allow HTMW to publicize their names and prizes as it sees fit.

By entering in the contest, you agree that HTMW may disclose your first name and last name and state these at any time during the course of, or after, the Contest, either on the site, or through email notification, at the discretion of HTMW, except where prohibited by law.

You hereby agree that any information transmitted to the site in connection with the Contest is not confidential and acknowledge that you have no expectation of privacy with respect to such information, subject to the terms of the site’s Privacy Policy. By completing a registration, you hereby agree that any and all information that you supply in the registration process is current, truthful and complete. To the extent that any such information is not current, truthful and complete, you may be disqualified from the Contest. HTMW reserves the right to post any and all of your portfolio and HTMW Winners also agree to make available photographs in a format acceptable to HTMW and pertinent biographical information for such publicity. Any information posted to or on any area of the site, including simulated portfolios, becomes the exclusive property of HTMW for use, reproduction or disclosure at HTMW’s sole discretion.

11. Content Posted and Activities on the Site

You understand and agree that HTMW may review and edit or delete any content, messages, photos or profiles (collectively, “Content”) that in the sole judgment of HTMW, violate this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any HTMW Participants. You are solely responsible for the Content you submit and/or publish or display (hereinafter, “post”) on the Service or any material or information you transmit to other Participants. By posting Content on any public area of HTMW, you automatically grant, as well as represent and warrant, that you have the right to grant to HTMW, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display and distribute such information and content to HTMW and that HTMW has the right to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing.

The following is a partial list of the type of Content and Activities that are illegal or prohibited on the site. HTMW reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending Content from the Service and terminating the registration of each violator. Prohibited Content and Activities include, but are not limited to:

• Content that is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual
• Activity that harasses or advocates harassment of another person
• Transmitting “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”.
• Engaging in advertising to, or solicitation of, any Participant to buy or sell any products or services through the Service, including sports picks information.
• Promoting information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous.
• Creating hidden pages or images (those not linked to or from another accessible page).
• Providing material that exploits people under the age of 18 in a sexual or violent manner.
• Soliciting passwords or personal identifying information for commercial or unlawful purposes from other users.
• Providing commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes.
• Modifying, adapting, translating, or reverse engineering any portion of the HTMW service.
• Removing any copyright, trademark or other proprietary rights notices contained in or on the HTMW service.
• Using any robot, spider, site search/retrieval application, or other device to retrieve or index any portion or the HTMW service.
• Reformatting or framing any portion of the web pages that are part of the HTMW service.
• Creating user accounts by automated means or under false or fraudulent pretenses.
• Submitting Materials that falsely express or imply that such Materials are sponsored or endorsed by HTMW.
• Submitting Materials that infringe misappropriate or violate the intellectual property, publicity, privacy or other proprietary rights of any party.
• Transmitting any viruses, worms, defects, Trojan horses or other items of a destructive nature.
• Submitting Materials that are unlawful or promote or encourage illegal activity.

While HTMW prohibits such conduct and content on its site, you understand and agree that you nonetheless may be exposed to such Materials and that you use the HTMW service at your own risk.

You must use the Service in a manner consistent with any and all applicable laws and regulations. You may not engage in advertising to, or solicitation of, any Participant to buy or sell any products or services through the Service. Although HTMW cannot monitor the conduct of its Participants off the site, it is also a violation of these rules to use any information obtained from the Service to harass, abuse or harm another person or to contact, advertise to, solicit or sell to any Participant without their prior explicit consent. In order to protect our Participants from such advertising or solicitation, HTMW reserves the right to restrict the number of emails which a Participant may send to other Participants in any 24-hour period to a number which HTMW deems appropriate in its sole discretion.

The HTMW service is made available for academic, personal, and non-commercial use only. For-profit, non-academic Businesses, organizations or other legal entities may not use the HTMW service for any purpose.

You may not use the HTMW service for any illegal or unauthorized purpose. International users agree to comply with all local rules regarding online conduct and acceptable content, including laws regulating the export of data from the United States or your country of residence.

You are solely responsible for your conduct and any data, text, information, graphics, photos, profiles, audio and video clips, links and other content that you submit, post, and display on the HTMW service.

We may, but shall have no obligation to, remove materials that we determine in our sole discretion are unlawful, fraudulent, threatening, libelous, defamatory, obscene or otherwise objectionable, or infringes or violates any party’s intellectual property or other proprietary rights or these Terms of Service.

12. Proprietary Rights to Third Party Content

By submitting, posting or displaying any Materials, including but not limited to commentary, blogs and opinion, on or through the HTMW website, you automatically grant to us a worldwide, non-exclusive, sublicenseable, transferable, royalty-free, perpetual, irrevocable right to copy, distribute, create derivative works of, publicly perform and display such Materials. Except for that information which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display or sell any such proprietary information.

13. Privacy

Except as noted in Paragraph 14 [Termination of Registration], of this Agreement, our use and disclosure of your personal information is governed by our Privacy Statement, which is hereby incorporated by reference into this Agreement.

14. Termination of Registration

HTMW reserves the right to prevent access by any Participant who acts irresponsibly or inappropriately in playing the Contest or in participating on HTMW blogs or discussion forums. Although all trading in the Contest is fictional, Participants are expected to engage in trading activity that fully complies with all federal, state and/or provincial securities laws (including, without limitation, a prohibition against insider trading), as if you were trading actual stocks. HTMW reserves the right to terminate Contest participation by any Participants suspected of cheating, attempting to exploit the contest or other inappropriate behavior. We, at our sole discretion, may terminate or suspend your participation in a HTMW contest for any reason. Any suspected fraudulent, abusive or illegal activity may be grounds for termination of a contest, in whole or in part, without liability to any contestant in that contest. Such activity also may be referred to appropriate law enforcement authorities. During the Contest(s), strict rules regarding player behavior will be enforced. These may include penalties, up to and including disqualification, for foul language, abuse of players or any other person during the Event, or any other behavior that the Contest sponsor, in its sole judgment, believes to be detrimental to its conduct of the contest(s). If you are penalized or disqualified from the Contest(s) as a result of any rules infraction all prizes will be forfeited.

15. Electronic Communications

By registering for the Contest, you agree to receive Contest updates in the form of emails throughout the Contest Term. By registering with us, you also agree to conduct business with us electronically and via the internet and to receive all required notices and disclosures in electronic format, including but not limited to email messages to an authorized email address that you have provided us. These email messages may contain the required notice or disclosure or may alert you to the availability of such a notice or disclosure on our website. We also reserve the right to effect delivery of notices or disclosures by posting to our site with no email transmission, to the extent permitted by applicable law. To access any of these notices or disclosures and to receive email messages, all you need is a valid email address, access to the internet and any generally available commercially available Web browser, such as Internet Explorer or Netscape Navigator. If, at any time, you wish to withdraw your consent to the receipt of electronic communications, you must notify Customer Service atsupport{at}www.howthemarketworks.com. We will regard such withdrawal as a termination of your registration with us and of your participation in any then-current or future contest. You may request paper copies of any electronic notice or disclosure we provide; however, we reserve the right to refuse or to assess a service charge to respond such a request, at our sole discretion and to the extent permitted by applicable law. If, at any time, you would like to change the email address you have provided, you must notify Customer Service via email at support{at}www.howthemarketworks.com.

16. Assignability

You may not transfer any rights or obligations you may have under this Agreement. We reserve the right to transfer or to subcontract any right or obligation under this Agreement at our sole discretion without your consent.

17. Severability

If any term or provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid or otherwise unenforceable, such term or provision shall not affect the Agreement’s other terms or provisions, or the whole of this Agreement, but such term or provision shall be deemed modified to the extent deemed necessary to render such term or provision enforceable, and the rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent of the parties and the Agreement’s purposes.

18. Links

While HTMW welcomes links to our site from other websites, we, in no way, operate, control or endorse linking sites and reserve the right to disallow any such link at any time in our sole discretion. Should you wish to link to our site, you must link to our home page at www.howthemarketworks.com, or to the registration page of a particular contest.

19. No Third-Party Beneficiaries

A person who is not a party to this Agreement has no rights under this Agreement.

20. Governing Law

This Agreement shall be governed by the laws of Quebec, without regard to the conflict or choice-of-law principles thereof, and the provincial and federal courts located in Quebec shall have exclusive jurisdiction over all disputes. If required to give legal effect to this Agreement, or in any event at HTMW’s sole election, any such dispute may be submitted to binding arbitration pursuant to the Rules of Arbitration of the International Centre for Dispute Resolution of the American Arbitration Association, with a single arbitrator appointed in accordance with those rules. The seat of arbitration and the place of arbitration shall be in Montreal, Quebec, with the arbitration proceedings conducted in English, except in the event of a claim for less than $1,000, such arbitration may be conducted telephonically at either party’s election.

21. No Class Action

YOU ARE GIVING UP ANY RIGHT YOU MIGHT HAVE TO COMMENCE OR PARTICIPATE IN ANY CLASS OR GROUP LITIGATION OR PROCEEDING AGAINST US.

You understand that, in return for your agreement to this paragraph and Paragraph 22, HTMW is able to offer the contests at the terms set out herein, and that your assent to this Section is an indispensable consideration to this Agreement.

22. Emails & Correspondences

By Joining www.howthemarketworks.com, you acknowledge and agree that www.howthemarketworks.com will send member emails relating to their member account, transactions and www.howthemarketworks.com promotions. You can opt out of your subscription to www.howthemarketworks.com e-mail services at any time by logging in to www.howthemarketworks.com and selecting the heading My Profile. You can also unsubscribe to special promotional e-mails at any time by clicking on the unsubscribe link in any of our email communications.