These annotations are for convenience only and have no legal or contractual effect.
By clicking the "I Agree" button, downloading or using the Application, you are agreeing to be bound by the terms and conditions of this Agreement.
If you do not agree to the terms of this Agreement, do not click on the "I Agree" button and do not download or use the Application.
THIS END USER LICENCE AGREEMENT (“AGREEMENT”) IS A LEGALLY BINDING CONTRACT CONCERNING THE TRANSFER AND USE OF THE SOFTWARE BY SafeGuard/Grateful Shift FZ LTD (HEREIN REFERRED TO AS “SafeGuard/Grateful Shift”). THE LICENSEE IS HEREBY GRANTED A LICENCE TO USE THE SOFTWARE SPECIFIED IN THE AGREEMENT. THE FOLLOWING GENERAL TERMS AND CONDITIONS SHALL FORM PART OF THE AGREEMENT. BY SIGNING THE AGREEMENT OR BY RECEIVING AND INSTALLING, ACTIVATING OR USING THE SOFTWARE, THE END USER ACKNOWLEDGES THE VALIDITY OF THE GENERAL TERMS AND CONDITIONS.
This EULA constitutes a binding agreement between you and SafeGuard/Grateful Shift FZ Ltd. and its affiliates and subsidiaries (“SafeGuard/Grateful Shift,” “we,” or “us”). “You” and “users” mean all visitors to the Service. You accept this EULA each time you access the Service. If you do not accept this EULA, you must not use the Service. If you are under 18 years of age, you represent and agree that you possess the legal consent of your parent or guardian to access and use the Service.
Revisions to EULA. We may revise this EULA at any time by posting an updated version, although we will endeavor to provide you with prior notice of any material changes to this EULA. You should visit this page periodically to review the most current EULA, because you are bound by them. Your continued use of the Service after a change to this EULA constitutes your binding acceptance of this EULA.
The following terms shall be defined as follows in connection with this AGREEMENT:
LICENSEE. The legal entity or natural person to whom the right to use this software is granted.
PARTNER. A legal entity or natural person who applies/joins/participates as Sales Partner.
SOFTWARE.This is the sum of all computer programs, including any related know-how, which are passed to the LICENSEE by SafeGuard/Grateful Shift under this AGREEMENT and which include all subsequent updates, patches, modifications and other software updates, insofar as those are acquired by the LICENSEE.
GRATEFUL EXPERT.This is referring to the SOFTWARE and the sum of all computer programs passed to the LICENSEE by SafeGuard/Grateful Shift under this AGREEMENT.
DOCUMENTATION. User documentation connected with the product, e.g., user manual or similar documents.
SPECIFICATION.The functional performance parameters of the SOFTWARE in written form.
HARDWARE. Includes one unit of physical dependencies and equipment required to store, execute and operate the SOFTWARE.
VPS. A virtual private server is a virtual machine sold as a service. A VPS runs its own copy of an operating system (OS), and customers may have superuser-level access to that operating system instance, so they can install almost any software that runs on that OS.
UPDATES. Updating of the SOFTWARE for the purpose of troubleshooting and product improvement.
RENEWAL PERIOD. Means each successive 12-month period (or such other period as the parties may agree) following the expiry of the Initial Subscription Period.
START DATE. In respect of each Software licensed means the later of (a) the date specified as the date on which access to the Software is intended to start and (b) the actual date on which access to that Software is given.
The LICENSEE shall acquire from SafeGuard/Grateful Shift the SOFTWARE, including related documentation, under the terms and conditions of use set out in this End User License Agreement. The source code of the SOFTWARE is not part of the subject matter of the Agreement. The SafeGuard/Grateful Shift shall not be liable to ensure any level of quality that exceeds the specification of the SOFTWARE. The LICENSEE may not derive any such obligation, especially not from any other versions of the SOFTWARE in public sales or in the SafeGuard/Grateful Shift advertising unless the SafeGuard/Grateful Shift has confirmed in express and written terms such higher level of quality. Insofar as employees of the SafeGuard/Grateful Shift provide guarantees prior to entering into the AGREEMENT, such guarantees shall be effective only if they have been confirmed in writing by SafeGuard/Grateful Shift’s management.
SafeGuard/Grateful Shift holds the exclusive copyrights and exploitation rights to the SOFTWARE under applicable copyright law. Upon lawful acquisition of the software license, SafeGuard/Grateful Shift shall transfer to the LICENSEE a non-exclusive, indefinite right to use the SOFTWARE and the DOCUMENTATION in accordance with the provisions of applicable copyright laws. The LICENSEE may use the SOFTWARE for his internal and business purposes. Provided, the Licensee shall inquire and seek corresponding license, tax requirements to conduct business or trading in the Licensees’ country when needed.
LICENSEE may not operate data center/s for any third party, provide the SOFTWARE to a third party as part of Application Service Providing, or use the SOFTWARE for training persons who are not employees of the LICENSEE or his affiliated companies shall be the role responsibility of the LICENSEE. Reproduction of the SOFTWARE shall be permitted only insofar as copies are required in connection with the contractual use of the SOFTWARE. Changes, additions and other modifications to the SOFTWARE within the meaning of applicable copyright laws, shall be permitted to the Licensee only if the Act permits such measures on the grounds that they are essential. Decompilation of the SOFTWARE shall be permitted only to the extent provided for under applicable copyright laws. Any lending, rental, public access, sublicensing, reproduction, presentation, publication or translation of the SOFTWARE and the DOCUMENTATION shall be prohibited. The LICENSEE is authorized to use the SOFTWARE on HARDWARE. The LICENSEE shall not operate the SOFTWARE on more than one set of HARDWARE at any one time. If the LICENSEE changes the HARDWARE, he shall delete the SOFTWARE from the HARDWARE previously used.
The SOFTWARE uses sophisticated technology which has the capacity to recompute levels of licenses and participation based on actual amounts deposited and/or profits acquired. The LICENSEE may not sell or give to a third party the SOFTWARE, including the DOCUMENTATION except those rights granted to an approved License Partner.
Without prior written consent of the LICENSEE, the LICENSEE shall receive an upgrade with regards to varying levels of licenses and participation for the SOFTWARE acquired by him for a fee based on his monthly basis. Such update shall be effective immediately and shall be extended automatically unless it is terminated in writing thirty (30) days prior to the expiry of the current term.
The LICENSEE acquires an update guarantee for the SOFTWARE acquired by him for free. During its term, the update guarantee shall include support services pursuant to SECTIONS 13 and 14.
SafeGuard/Grateful Shift FZ Ltd. grants the licensee a non-exclusive access right to use the Software for his or her own exclusive use (single license). The licensee is granted the right to install the Software solely on its server (VPS) provided by SafeGuard/Grateful Shift. The Software can only be accessed via his VPS. The Software may only be used to the extent allowed by the licensed application.
A prerequisite for the use of the SOFTWARE is the payment of the monthly license fee as well as the conclusion of a EULA. The licensee only has the right to use the Software if these conditions have been met.
The LICENSEE is free to make a copy for backup purposes.
In particular, the licensee will not be granted the right to do any of the following:
8.1. The Charges payable by Customer for use of the Software will be as specified in the applicable ordering document and will cover the Software license, maintenance, and support services as provided in SECTIONS 13 and 14 of this Agreement.
8.2. The LICENSEE may use the SOFTWARE in a manner that exceeds the rights of use granted hereunder only with the prior written consent of SafeGuard/Grateful Shift. In the event of excessive use without consent, SafeGuard/Grateful Shift may invoice the amount payable for such excess use in accordance with SafeGuard/Grateful Shift price list in effect at such time. Any further claims for damages shall remain intact.
8.3. Except in the event of early termination of this Agreement as permitted herein, Customer shall pay the Charges for the Software for the Initial Subscription Period and any Renewal Period (and Trial Period where so agreed)
8.4. Tiers for the corresponding monthly fees for license use, commission levels are detailed under Schedule of Licenses and Commissions
SafeGuard/Grateful Shift may send invoices to the same log-in email address of the LICENSEE. If the credit card payment of the license fee fails, SafeGuard/Grateful Shift shall send a payment reminder. Ten (10) days after the payable becomes due, SafeGuard/Grateful Shift shall send a last payment reminder, and if remains unsettled five (5) days from such reminder, SafeGuard/Grateful Shift deserves the right to suspend and/or termination of use of SOFTWARE and/or access to LICENSEE’s account without need to send notice of such suspension and/or termination.
You represent and warrant that the information you provide to SafeGuard/Grateful Shift upon the licensing of the Service and at all other times will be true, accurate, current, and complete.
If you fail, or SafeGuard/Grateful Shift suspects that you have failed, to comply with any of the provisions of this Agreement, SafeGuard/Grateful Shift may, without notice to you: (i) terminate this Agreement and/or your Log-in account, and you will remain liable for all amounts due under your Log-in account up to and including the date of termination; and/or (ii) terminate your license to the software; and/or (iii) preclude your access to the Services.
SafeGuard/Grateful Shift further reserves the right to modify, suspend, or discontinue the Services (or any part or Content thereof) at any time with or without notice to you, and SafeGuard/Grateful Shift will not be liable to you or to any third party should it exercise such rights.
Labeling insofar as it becomes necessary to activate the SOFTWARE using a license key or hardware protection, SafeGuard/Grateful Shift shall use the data obtained in this way only for internal purposes and in accordance with provisions under applicable data protection laws as well as General Data Protection Regulation (GDPR). The LICENSEE shall not remove or circumvent any technical protection measures. The LICENSEE shall not alter or remove copyright notices, labels and/or reference numbers or symbols of SafeGuard/Grateful Shift. If the LICENSEE changes or modifies the contractual objects, such labels and notices of SafeGuard/Grateful Shift shall be incorporated into the modified version of the contractual object.
The LICENSEE shall install the SOFTWARE at his own risk. SafeGuard/Grateful Shift shall provide all LICENSEES with telephone-based support, tutorial-video-based and e-mail-based installation support. The LICENSEE will be able to send general support queries by e-mail to [email protected] Support services may be requested during normal business hours only. A legal entitlement to additional support services after installation of the SOFTWARE by the LICENSEE shall not exist, unless an additional support agreement is concluded.
Defects in the delivered SOFTWARE (defects as to quality and defects of title), including the DOCUMENTATION, shall be resolved by SafeGuard/Grateful Shift within the warranty period for defects of one year, commencing upon transfer of the license key for the SOFTWARE to the LICENSEE, following proper notification by the LICENSEE. Warranty claims against SafeGuard/Grateful Shift shall be excluded if the LICENSEE has modified the SOFTWARE and the other licensed material, except if he can demonstrate that such change was not the cause of the defects. In the event of defects in the SOFTWARE, SafeGuard/Grateful Shift shall provide remedy by removing the defects, circumventing the error, or by delivering SOFTWARE or other licensed material that is free of defects. If removal or circumvention of the defects or delivery of SOFTWARE free of defects does not result in a condition in accordance with the contract, the LICENSEE may, at his own choice, opt to reduce the remuneration (price reduction) or withdraw from the Agreement. However, price reduction and withdrawal shall be excluded if the defect causes only a minor reduction in the quality of the SOFTWARE. If SafeGuard/Grateful Shift is behind schedule with removing defects willfully or with gross negligence, the LICENSEE may remove the defects himself and claim compensation for his expenditure. The right of the LICENSEE to claim damages in accordance with statutory provisions shall in no way be affected by the above provisions. For the purpose of removing defects, the LICENSEE shall be entitled to modify the SOFTWARE only if such rectification of defects by SafeGuard/Grateful Shift has failed several times, if SafeGuard/Grateful Shift has unreasonably refused to rectify the defects, or if insolvency proceedings have been instituted in respect of SafeGuard/Grateful Shift’s assets. If a third party brings a claim of infringement against the LICENSEE as a result of the use of the SOFTWARE, the LICENSEE shall immediately notify SafeGuard/Grateful Shift of such allegation of infringement. At the request of SafeGuard/Grateful Shift, the LICENSEE will leave the sole legal defense to SafeGuard/Grateful Shift. The LICENSEE shall assist SafeGuard/Grateful Shift in defending such claims to such extent as is reasonable. SafeGuard/Grateful Shift does not guarantee that the SOFTWARE works in combination with third-party products. Claims for defects shall be excluded in the event of failure to comply with operating or maintenance instructions and instructions for use on the part of the LICENSEE or a third party.
15.1. NEITHER SAFEGUARD/GRATEFUL SHIFT NOR ITS AFFILIATES MAKE ANY WARRANTY THAT ACCESS TO ANY SOFTWARE WILL BE UNINTERRUPTED, SECURE, COMPLETE OR ERROR FREE.
15.1.1. To support efficient performance of the SOFTWARE, the SafeGuard/Grateful Shift VPS must be used. However, this cannot be construed as a guaranty of seamless performance of SOFTWARE
15.2. The LICENSEE expressly acknowledge and agree that, to the extent permitted by applicable law, use of GRATEFUL EXPERT and any services performed by or accessed through the SOFTWARE is at LICENSEE’s sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with LICENSEE.
15.3. SafeGuard/Grateful Shift does not warrant against interference of the LICENSEE’S enjoyment of the SOFTWARE and services, that the functions contained in, or services performed or provided by SafeGuard/Grateful Shift will meet LICENSEE’s requirements, that the operation of the SOFTWARE will be uninterrupted or error-free, that any services will continue to be made available, that the SOFTWARE will be compatible or will work with any third-party software, applications or third party services, or that defects in the SOFTWARE will be corrected. Installation of this software may affect the usability of third party software, application or third party services.
15.4. Claims for damages due to default under applicable laws, imperfections of the SOFTWARE and other licensed material, positive breach of contract, culpa in contrahendo, subsequent impossibility, other breaches of obligations or due to a tortious act against SafeGuard/Grateful Shift shall be excluded, except in the case of willful or gross negligence. The above waiver of liability shall not apply to cases of negligent breach of substantial contractual obligations, fraudulent concealment of defects or injury to life, body or health or in cases of liability under applicable laws. Substantial contractual obligations are obligations the performance of which shapes the contract and on which the LICENSEE may reasonably be entitled to rely. The claim for damages shall be limited to the typical damage foreseeable at the time the Agreement is entered into. SafeGuard/Grateful Shift shall not be liable for indirect damage, consequential damage and loss of profit, unless such damage is caused by a breach of substantial contractual obligations. SafeGuard/Grateful Shift shall take all reasonable measures to prevent the risk of computer viruses.
However, SafeGuard/Grateful Shift cannot guarantee the complete absence of computer viruses in all the systems involved in the production and distribution of the SOFTWARE. As a result, the LICENSEE shall also take all reasonable measures within his area of responsibility to protect his systems from computer viruses.
Unless data has been lost or destroyed by SafeGuard/Grateful Shift due to willful or gross negligence, SafeGuard/Grateful Shift’s liability shall be limited to such damage as would have occurred if the LICENSEE had backed up the data regularly and in a manner appropriate to the risk.
15.5. The use of the software is mainly to enable LICENSEE to do, facilitate, conducts its trading activities, hence, shall not be liable to any third party to which/whom the LICENSEE is conducting its trading activities. In no way shall SafeGuard/Grateful Shift be liable for any business, trading loss, that is shall not be liable in contract, tort, delict or otherwise for any loss of revenue, business, anticipated savings or profits, loss of goodwill or data or for any indirect or consequential loss whatsoever, howsoever arising suffered in connection with the Software.
15.6. In no event shall SafeGuard/Grateful Shift, its Affiliates and/or the licensors of the foregoing be liable to Licensee for any claim(s) relating in any way to:
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL SafeGuard/Grateful Shift BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO LICENSEE’S USE OR INABILITY TO USE THE SOFTWARE OR SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF SafeGuard/Grateful Shift HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO THE LICENSEE. In no event shall SafeGuard/Grateful Shift’s total liability to LICENSEE for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty euros (€ 50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
17.1. SafeGuard/Grateful Shift does not recommend or request the purchase or sale of any financial instruments, trading on the foreign exchange market or any other financial market by granting the license and in particular does not constitute investment advice. SafeGuard/Grateful Shift provides a background illustrating the trading process of live accounts and the Software solution. The licensee is responsible for any decision to link the license to his or her own live account. The licensee confirms that he/she has addressed with the risk, and has read and understood the risk notice. SafeGuard/Grateful Shift FZ Ltd. expressly recommends that the licensee becomes familiar with the possibilities, opportunities and above all the risks of the foreign exchange market and automated trading.
17.2. By concluding the EULA, the LICENSEE expressly confirms that he or she is aware of the following facts and risks which he or she accepts unconditionally: TRADING ON STOCK MARKETS CAN INVOLVE CONSIDERABLE RISKS AND IS NOT SUITABLE FOR EVERY INVESTOR. AN INVESTOR MAY LOSE HIS OR HER ENTIRE ORIGINAL INVESTMENT OR EVEN A MULTIPLE THEREOF IF HE OR SHE IS OBLIGED TO INJECT CAPITAL, E.G. BY LEVERAGE. RISK CAPITAL REFERS TO MONEY THAT THE INVESTOR CAN LOSE IN ITS ENTIRETY WITHOUT JEOPARDIZING HIS OR HER FINANCIAL SECURITY OR LIFESTYLE. ONLY RISK CAPITAL SHOULD BE USED FOR TRADING. AND ONLY INVESTORS WITH SUFFICIENT RISK CAPITAL SHOULD CONSIDER TRADING AT ALL. IT IS THE LICENSEE'S DUTY TO THOROUGHLY AND COMPREHENSIVELY CONSIDER THE RISK INVOLVED BEFORE CONCLUDING A TRANSACTION. SafeGuard/Grateful Shift FZ LTD. IS NOT A FINANCIAL ADVISOR SUBJECT TO FINANCIAL MARKET REGULATION. NEITHER SafeGuard/Grateful Shift FZ LTD. NOR ITS DISTRIBUTORS PROVIDE FINANCIAL ADVICE OR CONSULTANCY SERVICES. THE LICENSEE ASSUMES FULL RISK AND RESPONSIBILITY FOR HIS/HER OWN TRADING ACTIVITIES. PAST PERFORMANCE IS NOT AN INDICATOR OF FUTURE RESULTS. INDIVIDUAL RESULTS VARY BASED ON A VARIETY OF MARKET AND TEMPORAL CONDITIONS.
17.3. The information and strategies presented by SafeGuard/Grateful Shift do not constitute advice or investment services within the meaning of the Securities Trading Act and do not constitute a recommendation to buy or sell any type of securities, derivatives, indices or currency pairs. SafeGuard/Grateful Shift assumes no liability for any financial losses that may arise. The rules and strategies offered are based on past events and do not guarantee positive results in the future. Any subsequent trading always takes place at the party's own risk. SafeGuard/Grateful Shift is therefore excluded from any liability. Trading Forex, indices and CFDs entails a very high risk. A total loss of the entire invested capital at any time is possible with a loss of a multiple of the originally invested capital also possible if the investor is obliged to add capital. The licensee must obtain detailed information about the risk involved before concluding any transaction.
This EULA grants transfer and use of SOFTWARE, henceforth shall not be liable to any third-parties the LICENSEE decide to engage and/or contract with, to include but not limited to:
18.1. Broker. SafeGuard/Grateful Shift, its Affiliates and/or developers, shall be free from liability for any decision made or action taken by LICENSEE through use of the Software features such as SOFTWARE’S ability to determine broker/s for trading. Said broker/s are not in any way connected to SafeGuard/Grateful Shift, its Affiliates and/or developers.
18.2. Other entities. SafeGuard/Grateful Shift, its Affiliates and/or developers, shall be free from liability for any decision made or action taken by LICENSEE; or may have transacted with any person/company and/or entity in relation to or through direct or indirect use of SOFTWARE features.
19.1. Indemnification by LICENSEE. LICENSEE (as an indemnifying party) shall indemnify SafeGuard/Grateful Shift (as an indemnified party) against all losses and expenses arising out of any proceeding brought by either a third party or SafeGuard/Grateful Shift and arising out of LICENSEE's breach of its obligations, representations, warranties, or covenants under this agreement, or arising out of LICENSEE's misuse or unauthorized modification of the SOFTWARE or damage to SOFTWARE.
19.2. Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall notify the indemnifying party of the indemnifiable proceeding, and deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
The LICENSEE shall inspect the SOFTWARE and DOCUMENTATION within eight (8) business days of receipt, particularly with respect to the completeness of the data carriers and manuals as well as the functionality of the fundamental program functions. Defects that are identified or identifiable at this point shall be communicated to SafeGuard/Grateful Shift by registered post within a further eight (8) business days. The notice of defect must contain a detailed description of the defects. Defects that are not discernible during the proper inspection described above must be reported within eight (8) business days after discovery in accordance with the notice requirements set down in the previous paragraph. In the event that the obligation to inspect and give notice of defects is violated, the SOFTWARE shall be deemed to be approved with regard to the relevant defect.
The provisions of this AGREEMENT shall remain binding even if individual or multiple provisions hereof should be or become invalid. Invalid provisions shall be replaced by provisions that come as close as possible to the legal purpose and spirit of such invalid provisions. The same shall apply if the execution of the AGREEMENT reveals a gap or omission that needs to be regulated.