THIS LICENSE AGREEMENT (“Agreement”) is made by and between Faithful Family Investments LLC, a limited liability company with address at 1903 E Grandeur Dr, Cottonwood Heights, UT 84121. (hereafter referred as “FFI”) and the party signing at the end of this document as Customer; both individually referred to as a “Party”, and collectively referred herein as “Parties”. NOW, THEREFORE, In consideration of the mutual agreements contained in this document, the Parties, intending to be legally bound, agree as follows:
CLAUSES
1.1. This Agreement is a legal contract and specifies the license terms and the limited warranty between the Customer and FFI. By paying the Fees, as set forth in Section 2 below, the Customer acknowledges reading and understanding, and agrees and accepts the terms of this Agreement.
1.2. Subject to the terms and conditions set forth in this Agreement, FFI hereby grants the Customer a single individual, non exclusive, non transferable, and limited license to install and use the fully automated trading strategy software: [Include software name] (the “Software”).
1.3. This license is not a sale of the original or any copy of the Software. Customer owns the media on which the Software is installed, but not the Software itself, or any copy of it. This license is for one key to use the Software, subject to payment of the Fees set forth in Section 2 below.
1.4. This license will be non transferable to another party or entity at any time.
2. FEES
2.1. As consideration for the License of Use granted hereunder, Customer agrees to pay FFI a fee, in accordance with the following options ("Fees"):
a) ▢ Monthly Fee: USD [$199-$298] per month; or
b) ▢ One Time Fee: USD [$1,499 - $3,988].
2.2. The Fees set forth in Clause 2.1 above shall be due and payable to FFI, as follows:
a) Monthly Fee: The first monthly fee will be payable by the Customer on the date of signing this document and purchasing the software, subsequent monthly fees will be paid 30 days from the original purchase, while the Customer uses the Software.
b) One Time Fee: This Fee will be payable by the Customer on the date of signing this document.
2.3. Customer expressly agrees that the Fees set out in Clause 2.1 above will be non-refundable. Such Fees will include applicable taxes, as required by law.
CUSTOMER OBLIGATIONS
3.1. Customer may only install and use one (1) copy of the Software on one (1) device. For purposes of this Agreement, "device" means any smartphone, tablet, laptop, desktop and any other similar digital or electronic equipment.
3.2. Customer may not make copies of the Software at any time.
3.3. Customer may only use the Software in accordance with this Agreement.
3.4. Customer must not use the Software for any harmful, illegal, prohibited, and/or nefarious purpose.
3.5. The Customer represents to be an individual trader and to use the Software only to trade its personal accounts. For the purposes hereof, "personal account" means an account in the Customer's name, or in a trust under the Customer's name. The Customer agrees not to manage money or trade in other´s name, become a competitor of FFI, directly or indirectly or offer trading related products or advice.
3.6. Customer acknowledges it may not broadcast signals, use the software for commercial purposes, rent or share the Software; FFI trade secrets, manuals, training videos, or assign, sub-license, transfer, pledge or lease the Software or the Intellectual Property belonging to FFI (as described in Section 5 below) to third parties, unless agreed upon with the specific written consent of FFI.
3.7. Customer agrees and acknowledges that the Software, and all the Intellectual Property belonging to FFI, including all modifications and derivatives thereof, is and shall remain the property of FFI.
3.8. Except for the rights granted in this Agreement, the Customer acknowledges and agrees that all other rights and title in and to the Software and related documentation and material, is and shall remain the sole and exclusive property of FFI. Customer will not assert any title or interest in or to the Software or related documentation and materials.
3.9. Customer may not, whether acting on its own name, or on behalf of a third party´s name:
a) Reverse engineer the Software and/or its source code by decompiling, disassembling or translating the Software code, or otherwise display the Software in human readable form.
b) Change, modify or otherwise alter the Software, including any source code.
c) Sell, license, rent, lend, distribute or otherwise transfer the Software to anyone else.
d) Copy, reproduce, distribute or publicly display the Software, or create derivative products and/or services of the Software.
e) Remove any proprietary FFI notices pertaining to the Software.
f) Install, and/or use the Software on any other unauthorized device at any time.
g) Use the Software to provide or build a product or service that competes with the Software and/or any FFI’s product and/or service.3.10.
3.10. Customer must not allow third parties to use any authorization or activation code, license number, username/password, its combination or other activation code or number supplied by FFI in connection with the Software.
3.11. Customer agrees once FFI delivers Software and license key/s that all transactions are final. There will be no refunds at any time.
3.12 Customer agrees and acknowledges that failure, delay and/or default in the payment of the Fee established in Section 2 and/or refusal of the means of payment used to pay such Fee will result in immediate termination of license key and termination of this Agreement. Customer agrees once Software is delivered he/she is obligated to the terms and conditions agreed within this Agreement.
3.13. Customer agrees and acknowledges that by purchasing the Software and entering into this Agreement, it represents that it is of legal age and has full legal capacity to use the Software in its jurisdiction.
3.14. Customer accepts and acknowledges that may not use the Software in violation of any applicable laws, regulations, or regulations.
TERM AND TERMINATION
4.1. This Agreement and the license of use granted herein are effective from the date of execution of this document, and until this Agreement is terminated, which shall also result in the immediate termination of such license of use.
4.2. FFI may immediately terminate this Agreement and license of use, if the Customer fails to comply with any of the terms of this Agreement.
4.3. Customer may at any time decide not to use the Software and terminate this Agreement and the license of use, in which case it will not be entitled to any refund in accordance with Clauses 3.11 and 8.10 of this document.
4.4. Upon termination of this Agreement: (a) Customer must immediately cease using the Software and promptly remove the Software from any device; and (b) all legal obligations, right and duties arising out of this Agreement shall terminate except for those provisions which by their nature should survive termination of this Agreement, including but not limited to this Clause 4.4, and Sections 5, 7 and 9 of this document, which shall survive and continue in effect following termination of this Agreement at any time for any reason or no reason.
OWNERSHIP
5.1 Each and every intellectual property right and copyright held by FFI in relation with the Software, including but not limited to its commercial name, trademark, trade name, designs, logos, business secrets, know-how, formulas, algorithms, data, domain names, source codes, software, mobile applications, hardware, licenses of use, technology, patents, ideas, inventions, improvements, and/or discoveries, as well as, any tangible or intangible asset, and any information, data, content, manuals, training videos, and/or material, created, developed and/or owned by FFI, among others, that currently exist and/or that have existed in the past and/or that may exist in the future with respect to FFI, including any right related to and/or derived therefrom (hereinafter referred to as "Intellectual Property"), are of the exclusive property of, and belong solely to FFI. Likewise, Customer accepts that all moral and patrimonial rights to such Intellectual Property belong solely and exclusively to FFI.
5.2. Without prejudice to the license of use granted through this Agreement, the Customer agrees not to use and/or copy and/or reproduce and/or disclose and/or reverse engineering in its own benefit or for the benefit of any third parties, in its original or derivative form, or in any other way, whether directly or indirectly, the Intellectual Property belonging to FFI, without the prior written authorization of FFI.
DISCLAIMERS AND LIMITATIONS OF LIABILITY
6.1. Customer agree that the Software is provided “as is” and “as available”, without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, security or accuracy.
6.2. Customer acknowledges FFI shall not be liable for to Customer for any loss, cost, damage, technical problems, Software failures or malfunctions, acts of God, market events, fast markets, electronic risk, internet outages, communication failures, equipment or software failures and malfunctions, or any device or device problems or defects.
6.3. Customer acknowledges they shall not seek to hold FFI liable for Customer’s use of the Software resulting in loss of whether in contract or tort, arising out of, or caused in whole or in part by Customer's use of or reliance on the Software and/or any information, material and/or training video provided by FFI. While the Software may generate signals, by no means is it a recommendation to buy or sell securities, stocks, futures, commodities, currencies, crypto assets or any other similar asset (hereinafter collectively referred to as "Assets"). Customer agrees that any decision to use the Software or to buy or sell any Asset is ultimately based on Customer’s own decisions.
6.4. Risks associated with using an internet based execution trading system include, but are not limited to, failure of the Customers’ hardware, Software, and/or internet connection. As FFI does not control signal power, its reception or routing via the internet, configuration of your equipment or reliability of its connection, FFI cannot be responsible for communication failures, distortions or delays when trading via the internet.
6.5. Customer acknowledges and understands that the Software is a trading tool and does not imply, guarantee or suggest that using the Software will result in profits or monetary benefits whatsoever.
6.6. Customer accepts and acknowledges that any information derived from use of the Software should be considered to be for informational purposes only, and cannot be considered as a recommendation to buy, sell or hold any Asset or use any trading system.
6.7. Customer understands and assumes all responsibility for his or her own trading related decisions.
6.8. Customer accepts that investing in Assets involves risks of capital loss that the Customer must be willing to bear.
6.9. Customer accepts and acknowledges that no investment transaction in Assets is risk-free and that no strategy or risk management technique will guarantee returns or eliminate financial risks in any market.
6.10. Customer understands and accepts the risks involved in buying and selling Assets. Any decisions to trade and speculate in any financial markets are Customer’s own choices and sole responsibility. Trading any Asset on margin carries a higher level of risk, and may not be suitable for all investors.
6.11. Customer accepts and acknowledges that certain Assets as cryptocurrencies are unregulated assets, therefore, any eventual loss that the Customer suffers from trading cryptocurrencies will not be compensated by any government or authority.
6.12. Customer understands and accepts that FFI is not responsible for any losses that may result from whatever action it chooses to take based on the use of the Software. The Software may highlight different types of systems or algorithms from which Customers may choose to execute relevant trades. Any type of system or algorithm Customer chooses, bears certain risks, along with the inherent financial risks related to investing in any financial market. When trades are executed in real market conditions using market orders, Customer may suffer financial losses due to market instability and/or volatility which may cause the market to move against Customer’s position. Any decision to trade in any financial market is made at Customer’s own risk and responsibility. It is strongly recommended that customers do their own research prior to commencing trading.
6.13. Customer understands and accepts the risks involved in buying and selling Assets. Any decisions to trade and speculate in any financial markets are Customer’s own choices and sole responsibility. Trading any Asset on margin carries a higher level of risk, and may not be suitable for all investors. Customer understands and acknowledges that FFI does not guarantee or imply that the Customer will achieve the same or similar results or profits shown in any training video, marketing material, manual and/or document provided and/or displayed by FFI, whether live or simulated trading or hypothetical and that past results are not necessarily indicative of future results or performance.
6.14. Customer expressly agrees and acknowledges that: (a) FFI is not an advisory firm in trading and/or Asset exchange operations; (b) the Software and/or FFI does not provide advice on trading and/or exchange operations, and/or any Asset investments.
6.15. If the Customer is inexperienced or does not have adequate knowledge in trading and/or exchange area, the Customer must consult a professional and/or specialized advisor in this area, before making any trading and/or exchange transaction and/or operating in any financial market.
6.16. Customer acknowledges that before deciding to trade in any financial market it should carefully consider its investment objectives, level of experience and level of risk, and consider the possibility that the Customer may lose part or all of their investment.
6.17. Customer understands and acknowledges that any information resulting in the use of the Software is provided for informational purposes only, and does not constitute investment advice. Customer should be aware of all the risks associated with trading in any financial market, and seek advice from an independent financial advisor.
6.18. FFI will not accept liability for any loss or damage, including without limitation to, any loss of profit, which may arise directly or indirectly from use of Software or reliance on any information, material, video and/or document provided by FFI.
6.19. Customer agrees that any past result, trade alert and/or similar, displayed by the Software and/or content in any information, document, training video, and any other material provided by FFI, are for informational purposes only and no indication of future performance. Customer accepts and acknowledge that: (a) hypothetical or simulated performance results have limitations; (b) unlike an actual performance record, simulated results do not represent actual trading; (c) there are frequently sharp differences between hypothetical performance results and the actual results subsequently achieved by any particular trading program; (d) one of the limitations of any hypothetical performance trading results is that they are generally prepared with the benefit of hindsight.
6.20. Customer agrees and acknowledges that the Software does not constitute an endorsement and/or guarantee by FFI of any Asset and/or financial market.
6.21. FFI does not, under any circumstances, warrant or guarantee the Customer any specified income and/or profit and/or result that the Customer intends to gain or earn and/or any other particular outcome or result of any kind that Customer has attempted to obtain by acquiring under license and/or using the Software.
6.22. Customer agrees that FFI is exclusively limited to providing the Software under the terms and conditions set forth in this Agreement, and that for this reason, FFI will not be responsible under any circumstances, directly or indirectly, for any damage or harm, loss of business; loss of anticipated profits or savings; loss of money; business interruption; and/or loss of improvements or business opportunity and/or any other kind of loss or damage incurred by the Customer when using the Software.
6.23. Customer expressly declares that it has acquired under license and will use the Software at the Customer’s own will and risk.
6.24. Customer accepts and acknowledges that FFI will in no event 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 FFI or anyone associated with FFI, have been advised of the possibility of such damage or loss.
6.25. In no event will FFI be liable to the Customer and/or any third party, for any damages, losses, or causes of action, whether in contract, tort, including negligence, or otherwise, exceeding the amount you paid for the product. Furthermore, the Customer agrees that FFI will not be liable for defense or indemnity with respect to any claim against Customer by any third party arising from the use of the Software and/or any document or material provided by FFI.
6.26. To the extent that certain jurisdictions do not allow the exclusion or limitation of relief, incidental or consequential damages, the above limitation or exclusion may not apply to all Customers.
INDEMNITY
7.1. Customer hereby indemnifies, protects and holds FFI harmless, as its owners, affiliates, subsidiary, related companies, partner, directors, agents, officers, managers, employees, and other related personnel, from and against any and all claims, liabilities and expenses by any third party, including reasonable attorneys fees, resulting from any breach to this Agreement by the Customer.
GENERAL PROVISIONS
8.1. This Agreement contains the entire agreement and understanding between the Parties with respect to the subject matter hereof, and supersedes all prior discussions, agreements, representations and understandings in this regard.
8.2. All the terms and provisions of this Agreement, whether so expressed or not, are binding upon, inure to the benefit or, and are enforceable by FFI and the Customer.
8.3. This Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.
8.4. No amendment or modification of the terms or conditions of this Agreement shall be valid unless in writing and signed by both Parties.
8.5. FFI's failure to insist upon strict performance of any provision of this Agreement shall not be deemed to be a waiver of its rights or remedies in respect of any present or future default of the Customer in performance or compliance with any obligation on this Agreement.
8.6. FFI shall not be liable to the Customer for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to events which are beyond the reasonable control of FFI, such as a strike, blockade, epidemics, pandemics, war, acts of terrorism, riot, natural disaster, acts of God, failures or diminishment of power or telecommunications or public services, a nd/or any law, regulation, order, proclamation, regulation, demand, or requirement of any governmental agency or authority, or any other similar event.
8.7. No provision of this Agreement shall be construed by any Court or other judicial authority against any party hereto by reason of such party's being deemed to have drafted or structured such provisions.
8.8. If any of the provisions of this Agreement is considered invalid, illegal or impossible to execute, the other clauses shall not be affected by such invalidity, illegality or impossibility of execution, and therefore, shall remain valid and in force.
8.9. Customer acknowledges FFI recommends simulating trading for a minimum of two weeks.
8.10. The Customer acknowledges receipt of the Software and represents that the Customer understands that the Fees set forth in Section 2 above is final and non-refundable and also accepts that it is the Customer's decision and responsibility to acquisition and use the Software.
JURISDICTION AND APPLICABLE LAW
9.1. This Agreement shall be governed by and construed in accordance with the laws in force in the State of Utah and the applicable federal laws in the United States of America, without regard to conflict of laws provisions.
9.2. The Parties agree to exercise the personal jurisdiction of the Courts located in Salt Lake County, State of Utah, United States of America.