Terms of Sale for Atom Fee-Based Services

Effective date: September 1, 2020
City: New York, NY

Thanks for choosing Atom (“Atom”, “we,” “us,” “our”). Atom’s mission is to empower people to make informed investing decisions with best in class software and data. By signing up or otherwise using Atom’s Fee-Based Services, including all associated features and functionalities, websites and user interfaces, as well as all content and software applications associated with our services (collectively, the “Premium Service” or “Premium Services”), or accessing any news, documents, other content or material that is made available through the Premium Services (the “Content”) you (the “Customer”) are entering into a binding contract with Atom Finance, Inc (the “Terms”).

Your agreement with us includes these Terms and any additional terms and conditions for Atom’s Terms of Use.

Atom Fee-Based Services and Trial Period

Anyone that creates an account with Atom will receive up to thirty (30) days free access to the highest tier of Atom Premium Services (“Trial Period”). The Trial Period may be shortened or lengthened at Atom’s discretion, at any time and for any reason, with or without notice. No payment information is required for the Trial Period.

When the Trial Period expires, users that have subscribed to Premium Services and set up a payment method will immediately begin the relevant term for such Premium Services. If you have not subscribed to Premium Services, upon expiration of the Trial Period, you will be downgraded to Atom’s free subscription plan.

Payment Obligations

For Customers that purchase our Premium Services, fees are specified at the Premium Services interface “check-out” — and must be paid in advance. Payment obligations are non-cancelable for the relevant term and, except as expressly stated otherwise at check-out, fees paid are non-refundable. For clarity, in the event Customer downgrades any subscriptions from a paid plan to a free plan, Customer will remain responsible for any unpaid fees under the paid plan, and Premium Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term.

Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income.

Downgrade for Non-Payment

If any fees owed to us by Customer (excluding amounts disputed reasonably and in good faith) are three (3) days or more overdue, we may, without limiting our other rights and remedies, downgrade any Premium Services to free plans until those amounts are paid in full. Customer acknowledges and agrees that a downgrade will result in a decrease in certain features and functionality and potential loss of access to data contained in paid-features and services. Premium Services auto-renew until cancelled, so long as a valid payment method exists on your account.

Limitation of Liability

OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER CUSTOMER’S OR ATOM’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER FOR PREMIUM SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT OBLIGATIONS” SECTION ABOVE.

IN NO EVENT WILL EITHER CUSTOMER OR ANY MEMBER OF ATOM HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY ONLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

The Premium Services support logins using two-factor authentication (“2FA”), which is known to reduce the risk of unauthorized use of or access to the Premium Services. We therefore will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else if any event leading to such damages, losses or liability would have been prevented by the use of 2FA. Additionally, Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your authorized users (where applicable). We will not be responsible for any damages, losses or liability to Customer, authorized users, or anyone else, if such information is not kept confidential by Customer or its authorized users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Premium Services.

The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under these Terms between the parties, and the parties have relied on these limitations in determining whether to subscribe to Premium Services and the pricing for the Premium Services according to these Terms.

Force Majeure

We will not be liable by reason of any failure or delay in the performance of our obligations on account of events beyond our reasonable control, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, pandemics, and governmental action.

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