Software End User Licence Agreement

Software End User Licence Agreement

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE CONTINUING WITH THE INSTALLATION PROCESS OF THE SOFTWARE (“THE SOFTWARE”). BY INSTALLING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL THE SOFTWARE.

1. Licence. If you have purchased a licence to the Software, Trading Systems and Signals grants you a nonexclusive right and licence to use the Software and the related documentation (the “Documentation”) as set forth in this Agreement. You may use the Software on a single computer. You may also use the Software on a second (portable or home) computer so long as only one copy is in use at a time. You may make a single copy of the Software for backup and archival purposes only, provided that any copy must contain all proprietary notices included in the original. You may use the Documentation to assist in your use of the Software. If you download the Software without physical delivery of Documentation, you may review the Documentation online, but you may not make further copies of the Documentation. You own the media on which the Software is recorded, but not the Software itself or any copy of it. This licence is not a sale of the original or any copy of the Software.

2. Copying, Transferring or Modifying Software. The Software contains copyrighted material, trade secrets and other proprietary intellectual property. You may not permit concurrent use of the Software unless each user has an applicable license. You may not permit other individuals to use the Software except under the terms listed above. For the purposes of protecting Trading Systems and Signals trade secrets, you may not decompile, disassemble, reverse engineer or otherwise display the Software in human or computer readable form. You may not modify, translate, rent, lease, distribute or lend the Software, and you may not sell to others the right to use the Software on your computer. You may not remove any proprietary notices or labels on the Software. You may not copy, transfer, transmit, sublicence or assign this license or the Software except as expressly permitted in this Agreement.

3. Term. If you have purchased a license to the Software, this Agreement and license are effective from the time you accept the terms of this Agreement until this Agreement is terminated. You may terminate this Agreement at any time by destroying all copies of the Software. This Agreement will terminate immediately and without further notice if you fail to comply with any provision of this Agreement. All obligations of confidentiality and restrictions on use, and all other provisions that may reasonably be interpreted to survive termination of this Agreement, will survive termination of this Agreement for any reason. Upon termination, you agree to destroy all copies of the Software. If you have obtained an evaluation copy of the Software, and have not purchased a licence to the Software, this Agreement and licence are effective for a period of seven (7) days from the date of installation of the Software.

4. Warranty Disclaimers. THE SOFTWARE AND THE DOCUMENTATION ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND THE DOCUMENTATION IS WITH YOU. SHOULD THE SOFTWARE OR THE DOCUMENTATION PROVE DEFECTIVE, YOU (AND NOT TRADING SYSTEMS AND SIGNALS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING OR REPAIR. TRADING SYSTEMS ANDSIGNALS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR OPERATE IN THE COMBINATION THAT YOU MAY SELECT FOR USE, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN STATEMENT BY TRADING SYSTEMS AND SIGNALS OR BY A REPRESENTATIVE OF TRADING SYSTEMS AND SIGNALS SHALL CREATE A WARRANTY OR INCREASE THE SCOPE OF THIS WARRANTY. Notwithstanding the above, you may have certain warranty rights which vary from Country to Country and state to state and which cannot be disclaimed by contract. Any warranties that by law survive the foregoing disclaimers shall terminate ninety (90) days from the date you received the Software as shown by your receipt. Some Countries/states do not allow limitations on how long an implied warranty lasts, so the foregoing limitation may not apply to you if prohibited by law.

5. Limitation of Liability. YOUR SOLE REMEDIES AND TRADING SYSTEMS AND SIGNALS ENTIRE LIABILITY ARE SET FORTH ABOVE. IN NO EVENT WILL TRADING SYSTEMS AND SIGNALS BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THE SOFTWARE, THE INABILITY TO USE THE SOFTWARE, OR ANY DEFECT IN THE SOFTWARE, INCLUDING ANY LOST PROFITS, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL TRADING SYSTEMS AND SIGNALS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) EXCEED THE AMOUNT YOU PAID FOR THIS PRODUCT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF RELIEF, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. You agree that Trading Systems and Signals will not be liable for defence or indemnity with respect to any claim against you by any third party arising from your possession or use of the Software or the Documentation.

6. Export Control Laws. You agree to comply with all laws, rules and regulations applicable to the export of the Software or the Documentation. Specifically, you shall not export, re-export or trans-ship the Software or the Documentation, or the direct product thereof, in violation of any laws and regulations which may from time to time be applicable. None of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into any country to which the U.K or the US. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Order. By downloading or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.

7. Government Restricted Rights. The Software has been developed at private expense and is “commercial computer software” or “restricted computer software” within the meaning of the FARs, the DFARs, and any other similar regulations relating to government acquisition of computer software. Nothing contained herein will be deemed to grant any government agency any license or other rights greater than are mandated by statute or regulation for commercial computer software developed entirely at private expense.

8. Entire Agreement. This Agreement is the complete agreement between Trading Systems and Signals and you and supersedes all prior agreements, oral or written, with respect to the subject matter hereof. If you have any questions concerning this Agreement, you may write to Trading Systems and Signals, Customer Service, at admin@tradingsystemsandsignal.com.

NOTE:  There are no guarantees of performance or profits.

I have read the Risk Disclosure/Risk Disclaimer, (which is included in the TERMS OF USE  page on the www.tradingsystemsandsignals web site) and I know that any trades that I make are my responsibility only. I fully understand that Trading Systems and Signals software is a tool to aide in my decisions. Any advisory or signal generated by Trading Systems and Signals software is provided for educational purposes only. It is my responsibility to take trades and manage them. Any profit or loss from the use of Trading Systems and Signals is my responsibility only. I will not hold Trading Systems and Signals responsible for any trades recommended by the software. Any decision to purchase or sell securities as a result of Trading Systems and Signals software will be the full responsibility of the person making the decision.

I understand that no warranty or guarantee has been made to me by Trading Systems and Signals.

Customer Agreement

In consideration of Trading Systems and Signals licencing its software to Customer pursuant to the terms of this Agreement, customer agrees and acknowledges as follows:

1. Trading Systems and Signals hereby grants to Customer a limited, non-exclusive, non-transferable license to use the Trading Systems and Signals software designated above (“the Licenced Software”) for Customer’s personal trading only. This licence does not convey to Customer any interest in or to the Licenced Software, but only a limited right of use revocable by the terms of this Agreement. The Licensed Software shall be utilized by Customer only in accordance with this Agreement and shall not be de-compiled, reverse engineered, incorporated into any other software (including any source code, object code or algorithms), modified or disclosed in any form by any media to any other person or party.

2. Customer will prepay Trading Systems and Signals its published charges for licencing the Licenced Software. The term of the licence shall be the period of time for which Customer has prepaid the licence fee charged by Trading Systems and Signals for the Licenced Software. Any licence fee paid is non-refundable. The licence shall immediately terminate if a required payment is not paid when due.

3. Trading Systems and Signals will provide Customer with written documentation pertaining to the Licenced Software. For Licenced Software that is leased by Customer from Trading Systems and Signals, Trading Systems and Signals will also provide Customer with updates of such documentation and upgrades to the Licenced Software within the published time period (presently 1 year from purchase).

4. Customer will be responsible for maintaining all equipment used by Customer in connection with the Licensed Software, and for obtaining and paying for an appropriate software trading platform and a subscription to a data feed, as a software trading platform and a data feed are necessary in order to use the Licenced Software.

5. Trading Systems and Signals shall not be liable for, and Customer agrees not to hold or seek to hold Trading Systems and Signals liable for, any technical problems, system failures and malfunctions, communication line failures, equipment or software failures and malfunctions, and other similar computer problems or defects. The Licenced Software is provided “as is,” and Trading Systems and Signals does not make any warranties or guarantees with respect to the Licenced Software, including without limitation, warranties of merchantability or fitness for a particular purpose. Trading Systems and Signals shall not be liable to Customer for any loss, cost, damage or other injury, whether in contract or tort arising out of or caused in whole or in part by Customer’s use of or reliance on the Licenced Software or its content. In no event will Trading Systems and Signals be liable to Customer for any punitive, consequential, special or similar damages even if advised of the possibility of such damage. If some jurisdictions do not allow the exclusion or limitation of liability for certain damages, in such jurisdictions, the liability of Trading Systems and Signals shall be limited in accordance with this Agreement to the extent permitted by law.

6. Trading Systems and Signals is not responsible for the actions of any broker, dealer, broker-dealer or other intermediary through whom Customer makes transactions pursuant to signals generated by the Licenced Software. Customer is responsible for assessing and selecting any such broker, dealer, broker-dealer or other intermediary before doing business with such person.

7. Customer understands and acknowledges that all orders for trades placed pursuant to signals or indicators generated by the Licenced Software are for the sole risk of the owners of the accounts being traded. Customer understands and acknowledges that there is substantial risk in trading securities, commodities, futures, options and other financial derivatives with or without the Licenced Software, and that  results produced in the past are not necessarily indicative of future results. To the extent that Customer has been or will be informed of hypothetical or simulated performance results achieved by or with the Licenced Software, Customer also acknowledges the following:

8. Persons other than Trading Systems and Signals may make statements concerning the potential risks and rewards of using the Licenced Software. Customer understands and acknowledges that Trading Systems and Signals does not vouch for, and is not responsible for, any such statements made in advertising or otherwise by persons who are not employed by Trading Systems and Signals.

9. Trading Systems and Signals makes no representations concerning the suitability of the Licensed Software for use by Customer. Customer should determine for themselves whether, and to what extent, the use of the Licensed Software is suitable for Customer.

10. Customer will hold harmless and indemnify Trading Systems and Signals and its officers, directors, employees and agents, from and against any and all losses, costs, damages and liabilities, including reasonable attorneys’ fees, resulting directly or indirectly from the use of the Licenced Software by Customer or Customer’s agents, including any claims brought against Trading Systems and Signals that arise out of or relate to the use of the Licenced Software by Customer or Customer’s agents.

11. Any dispute arising out of or relating to this Agreement or the Licenced Software, or to the breach of this Agreement (other than a futures-related claim or grievance of a customer as defined in 17 C.F.R. § 180.1) shall be settled by arbitration in England in accordance with English Law and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

12. Subject to paragraph 11, any judicial proceeding arising out of or relating to this Agreement shall be brought only in courts located in England and Customer hereby consents to the personal jurisdiction of such courts for such proceedings.

13. Without the prior written consent of Trading Systems and Signals, Customer may not assign, sub-license, transfer, pledge, lease, rent or share Customer’s rights, duties or obligations under this Agreement to or with any person or entity, in whole or in part. This Agreement shall be binding upon and inure to the benefit of the respective parties, their legal representatives, successors and permitted assigns.

14. Customer acknowledges receipt of the Trading Systems and Signals Privacy Notice, which is posted on Trading Systems and Signals web site, and also agrees to receive additional and/or updated Trading Systems and Signals Privacy Notices through postings on the Trading Systems and Signals web site.

15. Customer understands that the monthly or annual fee will be automatically charged to Customer’s account each month or year, as appropriate, until such time as Customer or Trading Systems and Signals terminates the licence in this Agreement. Customer understands that termination must be in writing, and may be sent by e-mail to admin@tradingsystemsandsignals.com. Customer understands that oral termination will not be accepted and that if Customer terminates prior to the end of a period for which Customer has already paid Trading Systems and Signals for the licence, Customer will not receive a refund of such payment.

16. If the Licenced Software is leased by Customer from Trading Systems and Signals, Trading Systems and Signals may terminate the licence in this Agreement at any time for any reason by giving Customer written notice of termination. If Trading Systems and Signals voluntarily terminates the licence before it would otherwise terminate, Trading Systems and Signals will refund the corresponding pro rata portion of the charges prepaid by Customer for the period after termination.

17. If the Licenced Software is purchased by Customer from Trading Systems and Signals, Trading Systems and Signals may terminate the licence in this Agreement upon a material breach of this Agreement by Customer that is not cured after fourteen days’ written notice to Customer. No refund will be made by Trading Systems and Signals to Customer if the licence is so terminated. Trading Systems and Signals hereby grants to Customer a limited, non-exclusive, non-transferable licence to use the Trading Systems and Signals software designated above (“the Licensed Software”) for Customer’s personal trading only. This licence does not convey to Customer any interest in or to the Licenced Software, but only a limited right of use revocable by the terms of this Agreement. The Licenced Software shall be utilized by Customer only in accordance with this Agreement and shall not be de-compiled, reverse engineered, incorporated into any other software (including any source code, object code or algorithms), modified or disclosed in any form by any media to any other person or party.

18. Customer acknowledges receipt of the Trading Systems and Signals Privacy Notice, which is posted on Trading Systems and Signals web site, and also agrees to receive additional and/or updated Trading Systems and Signals Privacy Notices through postings on the Trading Systems and Signals web site.

19. Customer acknowledges receipt of the Trading Systems and Signals Terms of use, which is posted on Trading Systems and Signals web site.

20. Customer is not authorized to modify, adapt, translate, or create derivative works based upon, in whole or in part the Signals received.

21. Without the prior express written consent of Trading Systems and Signals, Customer may not assign, sub-license, transfer, pledge, lease, rent or share Customer’s rights, duties or obligations under this Agreement to or with any person or entity, in whole or in part. This Agreement shall be binding upon and inure to the benefit of the respective parties, their legal representatives, successors and permitted assigns.

22. Customer represents and warrants the following as applicable: Customer is an individual trader, which means that Customer will use the Licenced Software only to trade Customer’s personal account. For these purposes, a personal account is in the Customer’s name only, a joint account in the name of Customer and Customer’s spouse, or a Trust in the name of the Customer or Customer’s spouse. Customer agrees he will notify Trading Systems and Signals immediately if he is managing money, trading for others, offering trading related products or advice. Trading Systems and Signals reserves the right to terminate any licensing agreement in which customer engages in any of the aforementioned activities. Professional and Institutional licence fee structure will apply to those deemed not to be individual retail traders. Accordingly a professional licence will cost 2.5x a standard individual retail trader’s licence and will incur ongoing royalty payments of 10% of profit generated.

23. Customer acknowledges and understands that all sales are final and non refundable.

24. LICENCEE OR LICENCEE’S BROKERS MAY NOT DISTRIBUTE, CONVEY, SELL, USE OR TRADE ANY SIGNAL OR OTHER INFORMATION GENERATED OR RECEIVED TO ANY PERSON OR GROUP. SUCH PROHIBITED GROUPS INCLUDE, BUT ARE NOT LIMITED TO, ANY POOL, FUND OR INVESTOR GROUPS, WHICH POOL FUNDS TOGETHER AND PAYS COMMISSIONS OR INCENTIVE FEES TO LICENCEE OR LICENCEE’S BROKERS.

In the event Licencee improperly uses, conveys, trades, or gives any of the Signals to any person, Licencee agrees that realized or potentially unrealized profits to Trading Systems and Signals would be gravely affected. Licencee agrees that in order to establish a fair and easy method of calculation of such damages, Licencee shall be liable to Trading Systems and Signals for the payment of the then current licence fee for the System for each person that Licencee allowed to use, conveyed, traded, or gave any of the Signals.

1. Grant of Licence

2. In consideration for the One time purchase fee or annual or monthly service fees paid by You, during the Term of Your Subscription Service, and/or for other good and valuable consideration, Trading Systems and Signals grants You a single, non-exclusive, non-transferable, non-sub licensable, and limited personal non-commercial licence to access and use the Software and to receive any data and information provided by the Subscription Service. You may choose a user name and password for your exclusive use. You agree to provide true, accurate, current and complete information about yourself. You may download one (1) copy of the Software on any single piece of hardware equipment for personal non-commercial use only. Any copy or portion of the Software or Subscription Service You access may only be accessed by you personally, via your personal user name and password.

3. You must NOT:

A. Use, copy, modify or transfer the Software or any data or information provided by the Subscription Service, in whole or in part, including screen shots, except as provided in Section 2 above or without written permission from Trading Systems and Signals;

B. Decompile, disassemble or reverse engineer or otherwise attempt to derive or interfere with the code for the Software;

C. Adapt, alter, or create derivative works based on the Software or Help File or any data or information provided by the Subscription Service, without written permission from Trading Systems and Signals;

D. Use the Software or any data or information provided by the Subscription Service, on any service bureau or simultaneously on more than one (1) workstation in any interactive cable, wireless, or other network of single user computers;

E. Sell, rent, lend, or lease the Software or your user name or password, or any data or information provided by the Subscription Service, to or from another party;

F. Use the Software or Subscription Service for non-personal, commercial purposes;

G. Display, perform, or publish the Software or any data or information provided by the Subscription Service, or any portion thereof, either publicly or to a third party, without written permission from Trading Systems and Signals;

H. Display, perform, or publish any results of tests run on the Software, or on any data or information provided by the Subscription Service, either publicly or to a third party, without prior and express written permission from Trading Systems and Signals; and

I. Obscure, alter, replace, or remove any trademarks, copyrights or other intellectual property notices on or associated with the Software, the Subscription Service, or any Trading Systems and Signals web sites.

4. Term and Termination

4.1 This Agreement shall commence upon first installation, download, copy, or use of the Software or Subscription Service by You, whether the Software is provided as a trial copy, as a fully licensed version, or any other form. Your use of any forms, part, or portion of the Software or Subscription Service, whether temporary or not, is considered acceptance of this Agreement in its entirety.

4.2 Trading Systems and Signals reserves the right to increase the One time purchase fee or annual or monthly subscription fees from time to time, and to apply any new subscription fees at the time of renewal of your monthly or annual Subscription

Acceptance

By clicking any of the “Place Order” “Subscribe” “Buy” “Purchase” “Checkout” buttons located on our website, http://www.tradingsystemsandsignals.com, You acknowledge that You have read and understood this Agreement’s terms and conditions, the disclaimers, the waivers of Your legal rights and You understand the responsibilities and obligations this Agreement places on You, and that You agree to be legally bound by all the terms and conditions of this Agreement.

IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OR CONDITIONS, DO NOT SUBSCRIBE, PURCHASE, LEASE, INSTALL, DOWNLOAD, USE, OR OTHERWISE ACCESS THE SOFTWARE, THE SUBSCRIPTION SERVICE, ANY TRADING SYSTEMS AND SIGNALS WEB SITE, OR ANY RELATED PRODUCTS OR SERVICES.

I HAVE READ AND UNDERSTAND THE SOFTWARE END USER LICENCE AGREEMENT, AND AGREE TO AND ACCEPT THE TERMS AND CONDITIONS, DISCLAIMERS, AND WAIVERS OF LEGAL RIGHTS, AS SET FORTH THEREIN.

YOU ACCEPT THE TERMS AND CONDITIONS ABOVE. PLEASE READ THEM CAREFULLY, THEY AFFECT YOUR RIGHTS AND OBLIGATIONS

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