Last updated: 5th Aug, 2024

ALGO VENTURE PTE LTD (“THE COMPANY”)

 

SOFTWARE LICENSE AGREEMENT 

 

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE SOFTWARE (AS DEFINED BELOW). BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL AND/OR USE THE SOFTWARE AND, IF PRESENTED WITH THE OPTION TO “AGREE” OR “DISAGREE” TO THE TERMS, CLICK “DISAGREE”. IF YOU AGREE TO THE TERMS OF THE AGREEMENT AND CLICK “AGREE”, YOU SHALL BE DEEMED TO HAVE ACCEPTED THE TERMS OF THIS AGREEMENT WHICH FORMS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND THE COMPANY, AND BE BOUND BY THE TERMS OF THIS AGREEMENT.

 

1.      General 

(a)   The Company’s software, any third-party software, documentation, text, images, files, interfaces, content, fonts, any data accompanying this Agreement, and services accompanying the use, access, performance, and maintenance of such software, its documentation, text, images, files, interfaces, content, fonts and data (“Original Software”), as may be updated or replaced by feature enhancements, software updates, security responses, system files, or system restore software (“Software Changes”), whether installed on any hardware, on internal storage or on removable media, on disk, in read only memory, or any other media or in any other form (and the Original Software and Software Changes shall be collectively referred to as the “Software”), are licensed, not sold, to you by the Company for use only under the terms of this Agreement. The Company retains full ownership of, all rights to, full title to, and interest in, the Software itself and reserve all rights not expressly granted to you. 

(b)   The Company, at its sole discretion, may make available future Software Changes. The terms of this Agreement will govern any Software Changes provided by the Company, unless such Software Changes are accompanied by a separate license agreement, in which case the terms of that license agreement will govern. You consent to the Company making such Software Changes without further or prior notice to you. To withdraw your consent, please delete and do not use the Software. 

(c)    All purchases of the Software License (as defined below) are final and non-refundable. By purchasing the Software License, you acknowledge and agree that you shall not be entitled to a refund of any amounts paid to the Company for the Software License under any circumstances, unless such refund, in whole or in part, is authorized and approved at the sole discretion of the Company.

 

2.      Permitted License Uses and Restrictions

 (a)   Subject to the terms and conditions of this Agreement, and your compliance with such terms and conditions, you are granted a limited, non-exclusive, revocable (at the Company’s sole discretion), non-transferable, non-sublicensable license (“Software License”) to install, use and run one copy of the Software on a single computer at any one time.

 (b)   You may not, and you agree not to or enable others to, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, attempt to determine methods or techniques embodied in, decrypt, modify, alter, vary, adapt, translate, merge, combine, incorporate, or create derivative works of, the Software or any services provided by the Software, in whole or in part.

 (c)    You may not distribute, license, transfer or sell any part of the Software or any derivative works thereof, or market, rent, lease, sub-license, loan, provide or otherwise make available the Software in any form, in whole or in part, to any person.

 (d)   You may not infringe the Company’s intellectual property rights or the rights of any third party in relation to your use of the Software.

 (e)   You may not transmit, post or promote on or via the Software, any material that is defamatory, offensive, sexually explicit, violent, discriminatory, or any other material which, at the sole discretion of the Company, would otherwise be objectionable in relation to the proper use of the Software.

 (f)     You may not use the Software for commercial or personal purposes in exchange for any benefits, or for managing client funds, copy-trading, percentage allocation management module or managed account module, unless explicitly authorized by the Company in writing through the signing of a separate commercial use agreement between you and the Company.

 (g)   You may not disable or delete any security mechanism in the Software or interfere with the Software in a way that could damage, disable, overburden, impair, or compromise the Company’s systems or security or interfere with other users of the Software.

 (h)   You may not collect, extract or harvest any information or data, including by automated scripts or by any other means, from the Software or the Company’s systems and services running the Software, or attempt to decipher, decompile or reverse-engineer any transmissions to or from the servers, systems, services running the Software.

 (i)     You agree that you will take all reasonable precautions to prevent unauthorized or improper use, access, sharing, duplication, distribution or abuse of the Software, including undertaking such actions as promptly informing the Company, as soon as you are aware, of any unauthorized use of the Software or of your account or of any information that could be cause for reasonable suspicion or warrant further investigation. For the avoidance of doubt, you must be at least eighteen (18) years of age to use this Software. By accessing or using the Software, you represent and warrant that you are of such age. A failure to provide the Company with information that is accurate, complete and current, when creating an account with the Company via its official website, or at all times, shall constitute a breach of this Agreement pursuant to Clause 4 of this Agreement.

 (j)     You agree that you will not engage in any activities, whether directly or indirectly, that may result in the solicitation, recruitment or poaching of other users of the Software, for any reason or under any circumstances.

 (k)    You agree that you will comply with all applicable export control laws and regulations that apply to the Software used or technology supported by the Software.

 (l)     You agree to maintain the confidentiality of any proprietary information, trade secrets or other confidential materials of the Company with respect to the Software, including the information in this Agreement.

(m) A breach of any term of this Agreement will be grounds for termination, at the sole discretion of the Company, pursuant to Clause 4 of this Agreement. Further, the Company reserves the right to pursue legal action, including seeking damages for any financial losses incurred by the Company as a result of breach.

 

3.      Term

The Agreement will be effective from the date of download or installation of the Software (the “Effective Date”) provided you clicked ‘Agree’ to the terms and conditions of this Agreement, and will automatically terminate upon expiration of the Initial Subscription Period (as defined in this paragraph) or in accordance with Clause 4 where applicable. The date on which the full purchase amount, as disclosed by the Company, is paid by you to the Company for the Software License shall be known as the “Initial Subscription Period Start Date”. The one (1) year period commencing on the Initial Subscription Period Start Date shall be known as the “Initial Subscription Period”.

4.       Termination

(a)   This Agreement is in force on the Effective Date and will automatically terminate at the expiry of (a) the Initial Subscription Period (as defined in Clause 3) or (b) a Subscription Period (as defined in this paragraph). This Agreement may be extended or renewed for a successive one (1) year period by way of payment of a subscription fee to the Company (each such successive one (1) year period hereafter known as a “Subscription Period”). The amount of subscription fee shall be disclosed by the Company to you and shall be maintained or adjusted at the sole discretion of the Company. Failure to pay the subscription fee on time may result in termination of this Agreement. 

(b)   Your rights under this Agreement will terminate automatically or otherwise cease to be effective, for any reason whatsoever, without liability or prior notice, if you fail to comply with any of the terms of this Agreement, such non-compliance to be determined at the Company’s sole discretion. Upon termination of this Agreement, you shall cease all use of the Software and destroy all copies, full or partial of the Software. All liabilities accrued under this Agreement prior to the effective date of termination of this Agreement shall survive termination of this Agreement. Further, Clauses 1, 2, 5, and 6 shall survive any such termination. 

5.      Disclaimer of Warranties 

(A)  YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE SOFTWARE (AND ANY ACCOMPANYING OR RELATED SERVICES) IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. FOR THE AVOIDANCE OF DOUBT, NO GUARANTEE SHALL BE PROVIDED BY THE COMPANY THAT THE SOFTWARE (AND ANY ACCOMPANYING OR RELATED SERVICES) WILL ENSURE PROFITS OR LOSSES OR BOTH AS IT RELATES TO INVESTMENT OR TRADING ACTIVITIES PERFORMED OR CONDUCTED BY YOU. NO ORAL OR WRITTEN REPRESENTATION IS MADE THAT THE COMPANY, ITS AFFILIATES, AGENTS OR PRINCIPALS, ARE REGULATED PERSONS OR ENTITIES UNDER THE SECURITIES AND FUTURES ACT OR LICENSED BY THE MONETARY AUTHORITY OF SINGAPORE. 

(B)   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE (AND ANY ACCOMPANYING OR RELATED SERVICES) ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND THE COMPANY HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE (AND ANY ACCOMPANYING OR RELATED SERVICES), EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. FOR THE AVOIDANCE OF DOUBT, NO GUARANTEE SHALL BE PROVIDED BY THE COMPANY THAT THE SOFTWARE IS SECURE OR FREE FROM BUGS, MALWARE, VIRUSES OR ANY OTHER INTRUSIONS THAT MAY OR MAY NOT BE DEALT WITH OR ADDRESSED OR FILTERED OR MITIGATED BY VARIOUS ANTI-VIRUS SOFTWARE PROTECTIONS THAT MAY OR MAY NOT BE INSTALLED BY YOU. 

(C)   THE COMPANY DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE (AND ANY ACCOMPANYING OR RELATED SERVICES), THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY THE SOFTWARE, WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE (AND ANY ACCOMPANYING OR RELATED SERVICES) WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICES WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE SOFTWARE (AND ANY ACCOMPANYING OR RELATED SERVICES) WILL BE CORRECTED, OR THAT THE SOFTWARE (AND ANY ACCOMPANYING OR RELATED SERVICES) WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. 

(D)  YOU FURTHER ACKNOWLEDGE THAT THE SOFTWARE (AND ANY ACCOMPANYING OR RELATED SERVICES) ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SOFTWARE (AND ANY ACCOMPANYING OR RELATED SERVICES) COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. 

(E)   NO ORAL OR WRITTEN INFORMATION GIVEN BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE (AND ANY ACCOMPANYING OR RELATED SERVICES) PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. 

(F)    YOU ACKNOWLEDGE THAT PAST PERFORMANCE OF ANY TRADING SYSTEM OR METHODOLOGY DOES NOT NECESSARILY INDICATE FUTURE RESULTS. THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES OR CONSULTANTS OR ADVISORS, DO NOT GUARANTEE PERFORMANCE OR PROFITABILITY OR PROFITS OR LOSSES, AND SHALL NOT BE HELD LIABLE FOR ANY NON-PERFORMANCE OR PARTIAL PERFORMANCE OF ANY OF ITS OBLIGATIONS THAT IS BEYOND THEIR CONTROL. INFORMATION PROVIDED BY THE COMPANY ON ITS WEBSITE AND/OR COURSE MATERIALS, AND ANY OTHER ACCOMPANYING MATERIALS, WHETHER THESE BE FOREIGN EXCHANGE QUOTATIONS, CHARTS, ARTICLES, TABLES, FILES WITH PRE-PROGRAMMED SOFTWARE TRADING METRICS AND/OR FIELDS FOR INPUT, OR ANY OTHER FINANCIAL INFORMATION, IS OBTAINED FROM SOURCES WHICH THE COMPANY BELIEVES IS RELIABLE, BUT IN NO WAY DOES THE COMPANY GUARANTEE OR WARRANT THE TIMELINESS OR ACCURACY OF SUCH INFORMATION. 

(G)  YOU ACKNOWLEDGE THAT NOTHING IN THE INFORMATION PROVIDED BY THE COMPANY SHOULD BE INTERPRETED TO STATE OR IMPLY THAT PAST RESULTS ARE AN INDICATION OF FUTURE PERFORMANCE. THE COMPANY SHALL NOT BE HELD LIABLE FOR ANY ERRORS OR INACCURACIES, REGARDLESS OF CAUSE. THE COMPANY MAY FROM TIME-TO-TIME INCLUDE FORWARD-LOOKING STATEMENTS IN ITS ACCOMPANYING COURSE MATERIALS. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT ARE FORWARD-LOOKING STATEMENTS, AND THOUGH THE COMPANY BELIEVES THAT THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, THE COMPANY SHALL NOT PROVIDE ANY ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE TO BE CORRECT. THE COMPANY SHALL NOT PROVIDE AND DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, OR RESULTS OBTAINED FROM ANY INFORMATION PRESENTED OR PROVIDED BY THE COMPANY ON ITS WEBSITE AND/OR COURSE MATERIALS, AND ANY OTHER ACCOMPANYING MATERIALS. 

(H)  YOU ACKNOWLEDGE THAT TRADING OR INVESTING, WHETHER ON MARGIN OR OTHERWISE, CARRIES A HIGH LEVEL OF RISK, AND MAY NOT BE SUITABLE FOR ALL PERSONS. LEVERAGE CAN WORK AGAINST YOU AS WELL AS FOR YOU. BEFORE DECIDING TO TRADE OR INVEST YOU SHOULD CAREFULLY CONSIDER YOUR INVESTMENT AND/OR TRADING OBJECTIVES, LEVEL OF EXPERIENCE, AND ABILITY TO TOLERATE RISK. THE POSSIBILITY EXISTS THAT YOU COULD SUSTAIN A LOSS OF SOME OR ALL OF YOUR INITIAL TRADING OR INVESTMENT CAPITAL OR EVEN MORE THAN YOUR INITIAL TRADING OR INVESTMENT CAPITAL, AND THEREFORE, YOU SHOULD NOT INVEST AND/OR TRADE MONEY THAT YOU CANNOT AFFORD TO LOSE. YOU ACKNOWLEDGE THAT YOU SHOULD BE AWARE OF ALL THE RISKS ASSOCIATED WITH TRADING AND/OR INVESTING, AND SHOULD SEEK ADVICE FROM AN INDEPENDENT QUALIFIED FINANCIAL ADVISOR IF YOU HAVE ANY DOUBTS. ACCORDINGLY, INFORMATION THAT MAY BE PROVIDED BY THE COMPANY CONCERNING TRADING AND/OR INVESTING IS FOR GENERAL INFORMATION PURPOSES ONLY AND SHOULD NOT BE INTERPRETED OR CONSIDERED OR RELIED ON BY YOU AS FINANCIAL OR TRADING OR INVESTMENT ADVICE. NO FIDUCIARY RELATIONSHIP IS CREATED BETWEEN YOU AND THE COMPANY, AND THE COMPANY ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY LOSSES OR DAMAGES RESULTING FROM THE USE OF THE INFORMATION. 

6.      Limitation of Liability 

(A)  TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, AGENTS OR PRINCIPALS, BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, FAILURE TO REALIZE EXPECTED PROFITS OR RETURNS, ANY OTHER FINANCIAL LOSSESS OR EXPENSES, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA OR INFORMATION (INCLUDING WITHOUT LIMITATION COURSE INSTRUCTIONS, ASSIGNMENTS AND MATERIALS), USE OF OR RELIANCE ON CONTENT, PRIVACY POLICIES OR PRACTICES OF ANY THIRD PARTY WEBSITE OR SERVICES, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE (AND ANY ACCOMPANYING OR RELATED SERVICES), ANY MARKET FLUCTUATIONS OR VOLATILITY, ERROR, INACCURACIES OR OMISSIONS IN DATA, ANALYTICS OR RESEARCH, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall the Company’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of two hundred and fifty dollars (U.S. $250.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. 

(B)   You agree to indemnify and hold harmless the Company, its parent company, each subsidiary entity of the Company or its parent company, affiliates of the Company, and each of the Company’s respective officers, directors, employees, agents and advisors from any and all claims, liabilities, costs and expenses, including but not limited to, reasonable legal fees and expenses, arising out of a breach of any term of this Agreement by or on behalf of you or arising out of a breach of any of your representations, warranties or obligations under this Agreement. 

7.      Amendments 

This Agreement may only be amended, modified, varied, or supplemented by the Company at its sole discretion. The Company may, at its sole discretion, provide notice to you in writing or through electronic means of any amendments or updates to this Agreement. Your continued use of the Software after receiving such notice of any changes will constitute your acknowledgement and acceptance of the amendments and/or updates to this Agreement. If you do not agree to the amendments or updates communicated to you, you must immediately stop using the Software. 

8.      Entire Agreement 

This Agreement constitutes the entire agreement between you and the Company relating to the Software and supersedes all previous or prior or contemporaneous understandings, agreements and arrangements (if any) relating to such subject matter. You acknowledge and agree that you will have no remedies in respect of any undertakings, warranties, promises or assurances that are not set forth in this Agreement. 

9.      Headings & Interpretation 

Any headings contained in this Agreement are for reference purposes only and do not form part of this Agreement and shall not affect the meaning of any of the provisions hereof. Except where the context otherwise requires, words denoting the singular include the plural and vice versa; words denoting any gender include all genders; words denoting persons include firms and corporations and vice versa. The waiver of one breach or default shall not constitute the waiver of any subsequent breach or default, and shall not act to amend or negate the rights of any party. 

10.  Governing Language 

This Agreement as well as other documents relating hereto, including notices, have been and shall be drawn up in the English language. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and non-English versions, the English version of this Agreement shall prevail and shall govern. 

11.  Severability

If any provisions of this Agreement are held to be invalid, illegal or unenforceable, that provision will be severed and the remainder of this Agreement will continue in full force and effect.

12.  Successors and Assigns 

The Company may transfer its rights and obligations under this Agreement to another organisation and shall use commercially reasonable efforts to notify you if so. You shall not be permitted to assign or transfer your rights and obligations under this Agreement without the Company’s prior written consent.  

13.  Third Party Rights 

A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore to enforce any of its terms. Notwithstanding any terms of this Agreement, the consent of any third party is not required for any variation (including any release or compromise of any liability under) or termination of this Agreement. 

14.  Governing Law

This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by the laws of Singapore, except that the Contracts (Rights of Third Parties) Act (Cap. 53B) is specifically excluded from application to this Agreement, and the parties hereto submit to the exclusive jurisdiction of the Singapore Courts.

15.  Arbitration 

 

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC Rules) for the time being in force, which rules are deemed to be incorporated by reference in this Clause 15.  The seat of the arbitration shall be Singapore. The tribunal shall consist of three arbitrator(s). The language of the arbitration shall be English. The law for the arbitration agreement shall be Singapore law.