Before deciding to participate in the Forex market, you should carefully consider your investment objectives, level of experience and risk appetite. Most importantly, do not invest money you cannot afford to lose.
This License Agreement (this "Agreement") is made effective as of the date of software purchase (the "Effective Date") between EuroRise and you ("Licensee").
In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
I. Content of Licensed Materials; Grant of License
The materials that are the subject of this Agreement shall consist of the EuroRise Software and User Manual (hereinafter referred to as the "Licensed Materials").
Licensee and its Authorized Users acknowledge that the copyright and title to the Licensed Materials and any trademarks or service marks relating thereto remain with Licensor and/or its suppliers. Licensee shall not have right, title or interest in the Licensed Materials except as expressly set forth in this Agreement. Licensor hereby grants to Licensee non-exclusive use of the Licensed Materials.
Licensee understands that from time to time the Licensed Materials may be added to, modified, or deleted from by Licensor and/or that portions of the Licensed Materials may migrate to other formats.
II. Delivery/Access of Licensed Materials to Licensee
Licensor will provide the Licensed Materials to the Licensee in the following manner:
Network Access. The Licensed Materials will be stored at one or more Licensor locations in digital form accessible by telecommunications links between such locations and authorized networks of Licensee.
File Transfer. Copies of the Licensed Materials will be provided to the Licensee through electronic transfer (by means of File Transfer Protocol or otherwise).
Licensee shall make payment of $147 (Lifetime License) to Licensor for use of the Licensed Materials.
If the software is taken off the market, the Licensor shall take necessary steps to update the Licensed Materials in a way that they are capable of functioning regardless of the uptime of the EuroRise.com server.
IV. Authorized Use of Licensed Materials
The Licensed Materials may be used for purposes of research, education or other non-commercial use as follows:
Use. Licensee and Authorized Users shall have the right to use the Licensed Materials. The use is limited to one (1) Forex account per license. If the purchased license is not lifetime license, the use is also limited to 1 month.
Archival/Backup Copy. Upon request of Licensee, Licensee may receive from Licensor and/or create one (1) copy of the entire set of Licensed Materials to be maintained as a backup or archival copy during the term of this Agreement or as required to exercise Licensee’s rights under Section XI, "Perpetual License", of this Agreement.
V. Access by and Authentication of Authorized Users
Licensee and its Authorized Users shall be granted access to the Licensed Materials pursuant to the following:
IP Addresses. Licensee shall be identified and authenticated by the use of Internet Protocol ("IP") addresses provided by Licensee to Licensor.
Passwords. Authorized Users shall be identified and authenticated by the use of usernames and passwords assigned by Licensee. Licensee shall be responsible for issuing and terminating passwords, verifying the status of Authorized Users, providing lists of valid passwords to Licensor and updating such lists on a regular basis.
License key. Authorized Users shall be identified and authenticated by means of a license key provided by Licensor to Licensee.
VI. Specific Restrictions on Use of Licensed Materials
Unauthorized Use. Licensee shall not knowingly permit anyone other than Authorized Users to use the Licensed Materials.
Modification of Licensed Materials. Licensee shall not modify or create a derivative work of the Licensed Materials without the prior written permission of Licensor.
Removal of Copyright Notice. Licensee may not remove, obscure or modify any copyright or other notices included in the Licensed Materials.
Commercial Purposes. Other than as specifically permitted in this Agreement, Licensee may not use the Licensed Materials for commercial purposes, including but not limited to the sale of the Licensed Materials or bulk reproduction or distribution of the Licensed Materials in any form.
VII. Licensor Performance Obligations
Availability of Licensed Materials. Within 48 hours after the purchase, Licensor shall make the Licensed Materials available to Licensee and Authorized Users.
Documentation. Licensor will provide and maintain help files and other appropriate user documentation.
Support. Licensor will offer activation or installation support, including assisting with the implementation of any Licensor software. Licensor will offer reasonable levels of continuing support to assist Licensee and Authorized Users in use of the Licensed Materials. Licensor will make its personnel available by ticket system for feedback, problem-solving, or general questions.
VIII. Licensee Performance Obligations
Protection from Unauthorized Use. Licensee shall use reasonable efforts to protect the Licensed Materials from any use that is not permitted under this Agreement. In the event of any unauthorized use of the Licensed Materials by an Authorized User, (a) Licensor may terminate such Authorized User's access to the Licensed Materials, (b) Licensor may terminate the access of the Internet Protocol ("IP") address(es) from which such unauthorized use occurred, and/or (c) Licensee shall terminate such Authorized User's access to the Licensed Materials upon Licensor's request. Licensor shall take none of the steps described in this paragraph without first providing reasonable notice to Licensee and cooperating with the Licensee to avoid recurrence of any unauthorized use.
IX. Mutual Performance Obligations
Confidentiality of User Data. Licensor and Licensee agree to maintain the confidentiality of any data relating to the usage of the Licensed Materials by Licensee. Such data may be used solely for purposes directly related to the Licensed Materials and may only be provided to third parties in aggregate form. Raw usage data, including but not limited to information relating to the identity of specific users and/or uses, shall not be provided to any third party.
Implementation of Developing Security Protocols. Licensee and Licensor shall cooperate in the implementation of security and control protocols and procedures as they are developed during the term of this Agreement.
In the event that either party believes that the other materially has breached any obligations under this Agreement, or if Licensor believes that Licensee has exceeded the scope of the License, such party shall so notify the breaching party in writing. The breaching party shall have 14 days from the receipt of notice to cure the alleged breach and to notify the non-breaching party in writing that cure has been effected. If the breach is not cured within the 14 days, the non-breaching party shall have the right to terminate the Agreement without further notice.
Upon Termination of this Agreement for cause online access to the Licensed Materials by Licensee and Authorized Users shall be terminated. Authorized copies of Licensed Materials may be retained by Licensee or Authorized Users and used subject to the terms of this Agreement.
In the event of termination by the Licensee within 30 days of purchase, Licensee shall be entitled to a refund of any fees or pro-rata portion thereof paid by Licensee for any remaining period of the Agreement from the date of termination. In other cases, including but not limited to termination by Licensor for reasons permitted by the Agreement, Licensee shall not be entitled to any refund of fees. Furthermore, if one or more of the following circumstances occur, Licensee shall not be entitled to any refund of fees: (a) The Licensee fails to provide a substantial reason for termination; (b) The Licensee fails to provide evidence of the issue happening; (c) The Licensee fails to provide evidence of putting full effort into removing the issue, including contacting the Licensor and acting upon the Licensor's advice; (d) If the issue is unprofitability of the strategy, the Licensee fails to provide read-only access to the concerned account (e) The issue was caused by the Licensee's failure to follow given instructions in the User Manual (part of Licensed Materials), including, but not limited to the use of modified versions of the software, incorrect settings, unsuitable brokerage company choice or manual order manipulation.
XI. Perpetual License
Except for termination for cause, Licensor hereby grants to Licensee a nonexclusive, royalty-free, perpetual license to use any Licensed Materials that were accessible during the term of this Agreement. Such use shall be in accordance with the provisions of this Agreement, which provisions shall survive any termination of this Agreement. The means by which Licensee shall have access to such Licensed Materials shall be in a manner and form substantially equivalent to the means by which access is provided under this Agreement.
Neither party shall be liable for any direct, indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the use of or the inability to use the Licensed Materials.
Licensor makes no representation or warranty, and expressly disclaims any liability with respect to the content of any Licensed Materials, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information.
The Licensed Materials are provided on an "as is" basis, and Licensor disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Materials or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose.
XIII. Assignment and Transfer
Neither party may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.
XIV. Dispute Resolution
In the event any dispute or controversy arising out of or relating to this Agreement, the parties agree to exercise their best efforts to resolve the dispute as soon as possible. The parties shall, without delay, continue to perform their respective obligations under this Agreement which are not affected by the dispute.
In case that the EuroRise support team will not be able to solve the problem or problems that lead to dispute and 30 days have not passed since the purchase, this License Agreement can be terminated by the Licensee.
XV. Force Majeure
Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.
XVI. Entire Agreement
This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written.
No modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of Licensor and Licensee.
If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.