Your use of the Halite(SM) (also known as Halite I, Halite II, or Halite III) game, and the website on which these terms reside (collectively, the “Site”), and the features at this Site are subject to these Terms of Use, which we may update from time to time. Please read these Terms of Use carefully before using this Site. By accessing Halite, this website and any materials presented herein, or by downloading any products or materials from the Site, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and our Privacy Policy, which is hereby incorporated by reference (collectively, these “Terms”). 

The Site is owned or controlled by Two Sigma Open Source, LLC (“Two Sigma”).

This Site is intended for users age thirteen or older. If you are under 13 years of age you may not use this Site. If you are located or reside in the European Union and are under the age of 16, you may not use this site without your parent or guardian providing consent to Two Sigma. If you reside outside the European Union and are under age 18 (or the age of majority under applicable law), Two Sigma may, depending on where you live, need your parent or guardian’s consent before your use of the Site is permitted.

By using this Site, you certify that you either:
(a) Reside in the European Union and are at least 16 years old;
(b) Reside outside the European Union and are at least 18 years old or have attained the age of majority in the country or state in which you reside; or
(c) Have sent to Two Sigma the consent of your parent or guardian to use this Site.

Two Sigma reserves the right to change these Terms without notice at any time. Your use of the Site after we post any changes to these Terms constitutes your agreement to those changes prospectively from the date of such changes. Any such change to these Terms shall be effective upon posting to the Site. Accordingly, you agree to periodically review these Terms when accessing or using the Site.

You acknowledge and agree that Two Sigma may temporarily or permanently restrict, suspend or terminate the Terms or your access to, and use of, all or any part of the Site, with or without cause, including, but not limited to, any breach of these Terms, as determined in Two Sigma’s sole and absolute discretion, and without prior notice or liability. Two Sigma will not be liable to you or any third party for any termination of your access to, or use of, the Site or any User Content (as defined below) you may have created or posted on the Site. You agree that you do not have any rights in or to the Site.

Each use of the Site constitutes your agreement to be bound by and comply with the then-current Terms. If, at any time, you do not agree to be bound by or comply with these Terms, then you should cease accessing or using this Site.

1. Two Sigma Content; Limited License to Use the Site

Two Sigma owns the Site and maintains it in conjunction with its partners. All information and content contained on the Site is intended solely for the use of those persons who have been granted permission to use the Site and who have agreed to these Terms.

Content on the Site that is provided by Two Sigma, any of its affiliates, and/or its licensors, including the Halite game, graphics, images, text, software, code, screen shots, text, digitally downloadable files, trademarks, logos, service marks, product and program names, slogans, and the compilation of the foregoing, including, without limitation, the name or logo of Halite (including versions such as Halite I, Halite II, and Halite III) (“Two Sigma Content”) is the property of Two Sigma and/or its licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws. Except as specifically permitted below, nothing contained in these Terms or the Site either grants, or will be construed to grant to you or any third party, by implication, estoppel or otherwise, any title or interest in, or any license or right to use or reproduce Two Sigma Content contained in the Site. No act of downloading or otherwise copying Two Sigma Content from the Site will transfer title to any software or material to any user hereof. Two Sigma reserves, and may enforce to the fullest extent possible, all rights that it may have with respect to all material contained in the Site.

Two Sigma grants you a limited, non-exclusive license to display and otherwise use portions of the Two Sigma Content and this Site solely for your own private, non-commercial, informational purposes, and to print pages from the Site only in connection with that use.

You agree not to download, display, or use any Two Sigma Content, other than your own User Content, for use in any publications, in public performances, or on websites other than the Site or in any other manner that is likely to cause confusion among consumers, that disparages or discredits Two Sigma and/or its licensors, that dilutes the strength of Two Sigma or its licensors’ property, or that otherwise infringes Two Sigma or its licensors’ intellectual property rights. You further agree to in no other way misuse any Two Sigma Content that appears on this Site.

If you are a copyright owner and you believe that your copyrights have been infringed, please see the section below titled Digital Millennium Copyright Act and follow the instructions at that area.

2. Usage Parameters

Prohibited Uses. The following requirements apply to your use of the Site: (a) you will not use any electronic communication feature of the Site for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful; (b) you will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; (c) you will not collect or store personal data about other users; (d) you will not use the Site for any commercial purpose not expressly approved by Two Sigma in writing; (e) you will not upload, post or otherwise transmit any advertising or promotional materials or any other form of solicitation or unauthorized communication through the Site; (f) you will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment; (g) you may not use the Site in any manner that could damage or overburden any Two Sigma server, or any network connected to any Two Sigma server; (h) you may not use the Site in any manner that would interfere with any other party’s use of the Site; and (i) you may not use, transfer, distribute or dispose of any information contained in the Site in any manner that could compete with the business of Two Sigma.

User Content. On certain areas of our Site you will be able to submit images, text, comments, data, code, software, written posts, and certain other materials (“User Content”). You understand that User Content is published on the Site for anyone to view and download and Two Sigma shall not have any liability to you for any use by a third party of your User Content. By submitting User Content, you agree that: (a) you will not post any content that is unlawful, harmful, tortious, defamatory, libelous, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist, infringing, pornographic, violent, or otherwise objectionable or inappropriate as determined by Two Sigma; (b) you will not post any content that contains personal information about any individual, violates the privacy/publicity of any other individual or entity, or anything that you are under a contractual obligation to keep private or confidential; (c) you will not impersonate any person or organization, including without limitation, the personnel of Two Sigma, or misrepresent an affiliation with another person or organization; (d) you will not post any content that contains viruses, corrupted files, or any other similar software or programs that may adversely affect the operation of the Site, or feature of the Site.

You further understand and agree that you have no rights to any account you may have with us, or other access to the Site or features therein and Two Sigma may cancel your account and delete all User Content submitted by you or otherwise associated with your account at any time, without notice, if Two Sigma deems that you have violated these Terms, the law, or for any other reason in Two Sigma’s sole determination. Two Sigma assumes no liability for any information, including User Content, removed from our Site, and reserves the right to permanently restrict access to the Site or a user account.

By displaying, publishing, or otherwise posting any User Content on or through the Site, you hereby grant to Two Sigma, users of the Site, and any entity designated by Two Sigma, a non-exclusive, sub-licensable, worldwide, fully-paid, royalty free license to use, modify, publicly perform, publicly display, reproduce, and distribute such User Content, including, but not limited to, for the purposes of making the User Content available on the Site and allowing Two Sigma and other users to view, download, modify, creative derivative works from, edit, and otherwise use User Content without time, territorial, and/or other usage limitations and without the requirement to make payment to you or to any third party or the need to seek any third party permission. This license includes the right to host, index, cache, distribute, and tag any User Content, as well as the right to sublicense User Content to third parties, including other users, for use on other media or platforms now known or hereinafter developed, such as for use on mobile phones, in video, or software computer programs. In connection with any permitted uses described in this paragraph, you hereby grant Two Sigma, other users of the Site, and Two Sigma’s licensees the right to use your name, image, likeness, and screen name.

For clarity, you continue to retain all ownership rights in your User Content, and you continue to have the right to use your User Content in any way you choose, subject to these Terms and the license described herein. You represent and warrant that you own the User Content submitted, displayed, published, or posted by you on the Site and otherwise have the right to grant the license set forth herein, and the displaying, publishing, or posting of any User Content you submit, and our use thereof, and use thereof by any third party, does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights, or any other intellectual property rights or other rights of any person or entity. You hereby waive any moral rights you have in and to your User Content.

Means of Access. The Site is generally intended to be viewed by a conventional Web browser. Although you may use other means to access the Site, be aware that the Site may not appear accurately through other access methods, and you use them only at your own risk. You are responsible for setting the cache settings on your browser to ensure that you are receiving the most recent data. You are responsible for obtaining and maintaining all equipment, services and other materials that you need to access and use the Site. You may not use any data mining, robots or similar data gathering and extraction programs or methods, whether automated or manual, to access, acquire, copy or monitor any portion of the Site or any data and content found on the Site, unless such devices or methods are expressly approved in advance by Two Sigma in writing.

Unsolicited Ideas. Two Sigma always welcomes consumer feedback and appreciates your interest in sharing your thoughts with Two Sigma. However, it is Two Sigma’s policy not to accept or consider unsolicited ideas from outside Two Sigma, including ideas for new or improved products or packaging, technologies, product names, or promotion or marketing strategies. Should you submit an idea to Two Sigma, despite Two Sigma’s policy, Two Sigma will treat the information as non-confidential and non-proprietary, and Two Sigma will be free to use the information, without payment or attribution to you, for any purpose and will not be obligated to return or acknowledge receipt of your submitted information.

Without limiting the previous paragraph, any User Content you submit to Two Sigma or the Site will not be returned to you. Accordingly, you agree that (a) Two Sigma will not treat any such submission as confidential; and (b) you understand and agree that Two Sigma may currently or in the future develop products or services that may be similar or identical to your User Content, and Two Sigma does not have to pay you or anyone else if any such product or service is in any way similar to your User Content.

3. Disclaimer; No Advice

The primary mission of Two Sigma Open Source, LLC (“TSOS”) is to promote, manage and maintain open source software projects. TSOS is affiliated with Two Sigma Investments, LP, Two Sigma Advisers, LP and Two Sigma Securities, LLC, which (along with certain of their affiliates) engage in various investment advisory and broker-dealer activities. However, TSOS is not involved in the financial services businesses of these entities. Under no circumstances should any material on the Site be used or considered as an offer to sell or a solicitation of an offer to buy any security, including any interest in any investment fund sponsored or managed by any Two Sigma entity, or any investment advisory services offered by any Two Sigma entity.

4. Accounts; Password Protected Areas

Portions of the Site that are password-protected may be accessed only by users who have been issued passwords by an authorized representative of Two Sigma. No one may obtain or attempt to obtain unauthorized access to such parts of the Site, or to any other protected materials or information, through any means not intentionally made available by Two Sigma for their specific use. Unauthorized individuals attempting to access, or actually accessing, these areas can be subject to criminal and/or civil prosecution.

During any registration process, you must provide current, complete, and accurate information about yourself. It is your responsibility to maintain the currency, completeness, and accuracy of your password and registration data and any loss caused by your failure to do so is your responsibility. You may not have a user name or ID that is indecent or distasteful or that we otherwise determine in our discretion is unacceptable. You are solely responsible for maintaining the confidentiality of your password and account. Additionally, you are solely responsible for any and all activities that occur under your account. You agree to notify Two Sigma immediately of any unauthorized use of your account. You further agree not to email, post, or otherwise disseminate or disclose any user name, ID, password, or other information that provides you access to the Site. Two Sigma is not liable for any loss that you may incur as a result of the unauthorized use of your password or account, either with or without your knowledge.

Usage Monitoring. Two Sigma reserves the right, but does not have the obligation, to access, archive, or monitor any use of this Site, or your use of this Site and your communications to the Site. Any personal information collected during such monitoring will be used in accordance with Two Sigma’s then-current Privacy Policy. By using the Site, you hereby acknowledge and agree that Two Sigma may access, archive, and/or monitor usage to ensure service quality, or to evaluate the Site, the security of the Site, compliance with these Terms, compliance with applicable laws, rules or regulations, or for any other reason. You agree that Two Sigma’s monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which Two Sigma monitors your Site usage and enforces, or fails to enforce, these Terms. You further agree that in no event will Two Sigma be liable for any damages incurred by you as a result of Two Sigma’s usage monitoring.

5. No Reliance

While Two Sigma uses reasonable efforts to update the information contained in the Site, Two Sigma makes no representations or warranties as to the accuracy, reliability or completeness of any information, Two Sigma Content, or User Content, at or on the Site. Any content of the Site is subject to change without notice. Permission by Two Sigma to access this Site should not be construed as, or relied upon as, investment, financial, legal, regulatory, accounting, tax or similar advice. You acknowledge that any reliance on such material or systems will be at your own risk. Two Sigma makes no representations regarding the amount of time that any Two Sigma Content or User Content will be preserved.

Two Sigma does not endorse, verify, evaluate or guarantee any information provided by users and nothing shall be considered as an endorsement, verification or guarantee of any User Content. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by, or affiliation with, Two Sigma without the prior review and written approval of Two Sigma.

6. Materials to be Consulted in their Entirety

All materials at the Site are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, disclosures, hedge clauses and any copyright or proprietary notices, including those contained in these Terms. Any disclaimers, restrictions, disclosures or hedge clauses apply to any partial document or material in the same manner as they do the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.

Two Sigma has not reviewed any of the websites that may be linked to the Site, and is not responsible for the content of off-site pages or any other website linked or linking to this Site. Two Sigma is not responsible for the privacy practices of such other websites. Your linking to or use of any websites other than this Site is at your own risk. Two Sigma’s inclusion of links to other websites does not imply any endorsement of any kind by Two Sigma of the material located on or linked to by such websites and should not be deemed as such by any user of the Site. Two Sigma disclaims any responsibility for the products or services offered or the information contained on any websites other than the Site.

8. No Warranty

TWO SIGMA AND ITS OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS, AND EMPLOYEES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, TWO SIGMA CONTENT, OR USER CONTENT AND/OR THE ACCURACY, ADEQUACY, RELIABILITY, TIMELINESS, COMPLETENESS, SUITABILITY, OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THROUGH THE SITE (INCLUDING, WITHOUT LIMITATION, TWO SIGMA CONTENT AND USER CONTENT). THE SITE AND ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND, AND ON AN “AS AVAILABLE” BASIS. TWO SIGMA HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SITE, TWO SIGMA CONTENT, USER CONTENT, AND ANY MATTER RELATED TO THE SITE AND SUCH CONTENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND AVAILABILITY. TWO SIGMA EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS AND OMISSIONS IN THE SITE OR THE INFORMATION AND MATERIALS CONTAINED THEREIN.

You acknowledge that you are aware that by using this Site, as with any other website on the Internet, you may be subject to security and privacy exploitations, including, eavesdropping, sniffing, spoofing, hacking, breaking passwords, harassment, exposure to objectionable material, posturing, and/or other security or privacy hazards.

TWO SIGMA AND ITS OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES FURTHER ASSUME NO RESPONSIBILITY FOR, AND MAKE NO WARRANTIES THAT, INFORMATION, SERVICES OR FUNCTIONS CONTAINED AT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES, WORMS, “TROJAN HORSES,” OR OTHER HARMFUL COMPONENTS. TWO SIGMA AND ITS OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS, AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY TYPE OR KIND TO YOUR COMPUTER, VIRUSES THAT MAY INFECT YOUR COMPUTER, OR SERVICES REPAIRS OR CORRECTIONS THAT MUST BE PERFORMED ON YOUR COMPUTER OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS OR USE OF THE SITE.

9. Limitation of Liability; Indemnification

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) TWO SIGMA, ITS OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS, EMPLOYEES, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS RESULTING FROM YOUR USE OR INABILITY TO ACCESS AND USE THE SITE OR THE CONTENT THEREIN, EVEN IF TWO SIGMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SITE OR THE CONTENT THEREIN SHALL BE LIMITED TO THE LOWER OF (A) THE MONIES YOU HAVE PAID TWO SIGMA IN CONNECTION WITH YOUR USE OF THE SITE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM; OR (B) FIFTY DOLLARS ($50).

These limitations of liability will apply regardless of: (i) any negligence of Two Sigma or any of its officers, directors, members, principals, investors, clients, agents or employees; or (ii) whether the liability arises in negligence, contract, or tort, and will remain in effect even if any remedy fails of its essential purpose. Your sole remedy for dissatisfaction with your use of the Site is to stop using the Site.

You hereby agree, at your own expense, to indemnify, defend, and hold harmless Two Sigma and its affiliates and its and their respective officers, directors, members, principals, investors, agents, employees, licensees, and users from and against any and all claims, damages, liabilities, losses, expenses, and costs, including attorneys’ fees, incurred by these parties in connection with any claim arising out of any breach by you of these Terms or any of the representations, warranties, and covenants made by you herein. You shall cooperate as fully as reasonably required or requested in the defense of any such claim. Two Sigma 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 shall not in any event settle any matter without the written consent of Two Sigma.

10. Binding Arbitration

Any dispute arising under or relating to this Agreement or the Site (each, a “Dispute”), shall be submitted to and settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, including its Optional Rules for Emergency Measures of Protection, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party will be responsible for paying any AAA filing, administrative, and arbitrator fees in accordance with AAA rules.  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The dispute shall be determined by a sole arbitrator, and the arbitration shall take place in the County and State of New York.  The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.   Any such litigation may be brought only in a court of competent jurisdiction in the County and State of New York. As set forth in Section 13 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

11. Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

12. Equitable Relief

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the County and State of New York for purposes of any such action by us.

Two Sigma respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any content deemed to have been posted or distributed in violation of any such laws.
 
Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any notification of claimed infringement which may be given under that Act is as follows:

Two Sigma Open Source, LLC Attention DMCA, Legal Department 100 Avenue of the Americas 16th Floor New York, NY 10013

If you believe that your work has been copied on the Site in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Site where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a 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; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

14. General

Both you and Two Sigma acknowledge and agree that no partnership is formed and neither of you nor Two Sigma has the power or the authority to obligate or bind the other.

These Terms are governed by the internal laws of the State of New York, without reference to any conflicts of laws provision that would lead to a different choice of law.

Any notice to Two Sigma shall be given in writing and sent by registered mail to Two Sigma Open Source, LLC, 100 Avenue of the Americas, 16th Floor, New York, NY 10013, Attention: Halite TOU Matters, or at such successor address as designated by Two Sigma in its sole discretion from time to time.

The failure of Two Sigma to comply with these Terms because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, state, or local governmental authorities or for any other reason beyond the reasonable control of Two Sigma, shall not be deemed a breach of these Terms.

If Two Sigma fails to act with respect to your breach or anyone else’s breach on any occasion, Two Sigma is not waiving its right to act with respect to future or similar breaches.

This Site is not an offer to, or solicitation of, any potential clients or investors for the provision by Two Sigma of investment management, advisory or any other related services. No material listed on this Site is or should be construed as investment advice, nor is anything on this Site an offer to sell, or a solicitation of an offer to buy, any security or other instrument. Links from this Site to third-party websites do not imply any endorsement by the third party of this Site or of the link; nor do they imply any endorsement by Two Sigma of the third-party website or of the link.

15. Privacy Policy

Two Sigma’s Privacy Policy posted on this website applies to use of this Site, and its terms are made a part of these Terms by this reference. Please read our Privacy Policy for more information about our information collection and use practices. By using the Site, you hereby acknowledge that you have read our Privacy Policy and Cookie Policy and consent to the practices set forth therein.

Last Updated September 10, 2018
© 2018 Two Sigma Open Source, LLC. ALL RIGHTS RESERVED.