END USER LICENSE AGREEMENT
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE DOWNLOADING OR USING THIS PRODUCT. BY DOWNLOADING THE COENSIORECOVERYEAV02 SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT AND ARE BECOMING A PARTY TO IT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, (i) DO NOT DOWNLOAD THE SOFTWARE (ii) EXIT THIS WEBSITE.
This End User License Agreement (the "EULA" or the "Agreement") sets forth the terms and conditions of your use of the CoensioRecoveryEaV02 software (the "Software"). For the purposes of this Agreement, "Licensee," "You," or the "End User" means you, and "Licensor" means Krzysztof Szymczyk, a resident of the Netherlands, d/b/a Coensio. "Party" means either of you or the Licensor and the Licensor's officers, directors, members, employees, agents, affiliates, subsidiaries, successors, and permitted assigns, and "Parties" means both of those two.
Recitals: Licensor has developed a software application that it makes available to others via the Internet for a fee. You wish to use Licensor's software, and Licensor has agreed to provide you with the software in exchange for your payment of Licensor's fee, subject to the terms and conditions of this Agreement.
Terms and Conditions: In consideration of the premises contained herein and other good and valuable consideration, the adequacy of which the Parties hereby acknowledge, You and Licensor do hereby agree as follows.
1. Definitions: The following definitions shall apply throughout this Agreement:
(a) Content: content provided by Licensor to You through the Software, including but not limited to market data, text, graphics, and diagrams.
(b) Effective Date: the date on which You purchase your license (i.e. the date upon which you download the Software).
(c) Business Day: each day that is not a Saturday, Sunday, or public holiday in the Netherlands.
(d) Personally Identifiable Information ("PII"): an individual's name (last and first or first initial), in combination with other personal information including, but not limited to, a government or financial institution identification code such as a social security number, driver's license number, passport number, or financial accounts information; an
e-mail address; a telephone number; or a street or post office box address.
(e) Software: the local software application provided by Licensor as a plug-in application intended for use with the MetaTrader 4 trading software provided by, and obtained separately from, MetaQuotes Software Corp.
(f) Licensee Data: data submitted to Licensor by You through the Licensor's web site, including, but not limited to, Personally Identifiable Information.
(g) Fees: the fees payable by You to Licensor in exchange for a single non-exclusive, non-transferable license to use the Software.
(h) Term: the effective period of this Agreement, as determined pursuant to Sections 7 and 8 below.
2. Acceptance: By downloading, installing, or using any part of the Software, You indicate that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.
3. Disclosure of Trading Risks:
(a) Foreign exchange ("Forex") trading involves a high level of risk which may not be suitable for all investors. Forex is highly speculative and is suitable only for those individuals and entities who (1) understand and are willing to assume the economic, legal and other risks involved, and (2) are financially able to assume losses significantly in excess of margin or deposits. The possibility exists that You could sustain a loss of some, or possibly all, of your trading capital and, if margin is used, more than your initial investment. Therefore, You should not fund a trading account with money that You cannot afford to lose. Forex is not an appropriate investment for retirement funds. You represent, warrant and agree that yYou understand these risks; that You are willing and able, financially and otherwise, to assume the risks of Forex trading.
(b) There are no guarantees of profit or freedom from loss in Forex trading. The past performance of any trading system or methodology, including Licensor's, is not indicative of future results. The performance described in comments by visitors to Licensor's web site is not what You should expect to experience. Licensor has not investigated or substantiated any of the user comments or claims, or verified the results described therein. Any losses incurred by traders unsuccessful in applying these ideas or methods are the sole responsibility of the trader, and Licensor and its officers, directors, members, employees, agents, affiliates, subsidiaries, successors, and permitted assigns will be held safe from prosecution in any form.
(c) The placing of certain orders (e.g., "stop-loss" orders or "stop-limit" orders), which are intended to limit losses to certain amounts, may not be effective because market conditions may make it impossible to execute such orders. Strategies using combinations of positions, such as "spread" and "straddle" positions, may be as risky as taking simple "long" or "short" positions.
(d) The information provided by Licensor through its web site and the Software output is of a general nature only, and neither purports, nor intends to be, specific trading advice tailored to your personal financial situation, needs, or personal investment objectives. Although the Software can be set to automatically execute trade orders within parameters set by You, the Software's output should not be considered as an offer or enticement to buy, sell or trade, or as a recommendation to buy, hold, sell, sell short, or write any financial instrument. If You would like individualized financial advice, please seek advice from a qualified, independent financial advisor.
(e) CFTC RULE 4.41 Disclaimer: HYPOTHETICAL OR SIMULATED PERFORMANCE RESULTS HAVE CERTAIN LIMITATIONS. UNLIKE AN ACTUAL PERFORMANCE RECORD, SIMULATED RESULTS DO NOT REPRESENT ACTUAL TRADING. ALSO, GIVEN THAT THE TRADES HAVE NOT BEEN EXECUTED, THE RESULTS MAY HAVE UNDER- OR OVER- COMPENSATED FOR THE IMPACT, IF ANY, OF CERTAIN MARKET FACTORS, SUCH AS LACK OF LIQUIDITY. SIMULATED TRADING PROGRAMS IN GENERAL ARE ALSO SUBJECT TO THE FACT THAT THEY ARE DESIGNED WITH THE BENEFIT OF HINDSIGHT. NO REPRESENTATION IS BEING MADE THAT ANY ACCOUNT WILL OR IS LIKELY TO ACHIEVE PROFIT OR LOSSES SIMILAR TO THOSE SHOWN.
(f) To the extent that the Software is used to trade products other than Forex, there may be different or additional risks associated with those products of which You should be aware, and that may not be described herein. For example, see the Options Disclosure Document made available by the Options Clearing Corporation at
(a) In consideration of the payment of Fees as set forth in Section 6 below, and other provisions herein, Licensor hereby grants You a single non-exclusive, non-transferable license to use the Software, beginning on the Effective Date, solely for your personal use, and subject to the terms and conditions of this Agreement. All rights to or ownership in the Software not expressly granted hereunder are reserved to Licensor.
(b) The Software may be installed on one computer at a time. The license described herein applies solely to use of the Software by You, not by any other person.
(c) Should Licensor issue intermediate updates to the Software that You have purchased, between releases of full new versions, Licensor will make those updates available to You, upon your request, through the e-mail address that Licensor has on file for You.
5. Restrictions on Use: Except to the extent expressly permitted under this Agreement, You may not, and may not permit others to:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, display, transmit, or distribute all or any portion of the Software in any form or media or by any means, without written permission from Licensor, or
(b) attempt to modify, translate, reverse-compile, disassemble, reverse-engineer, or otherwise reduce to human-readable form all or any part of the Software, or assist someone in performing such prohibited acts; or permit any third party to use the Software; or
(c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software available to any third party; or
(d) publish any technical support communications with Licensor or its agents.
6. Fees: To complete your purchase of a single user license for the Software, and to gain access to the Software, You must pay a one-time fee in the amount specified elsewhere on Licensor's web site. Within two (2) business days of payment of that fee, Licensor will deliver to You, at the e-mail address provided by you at the time of payment, a product key code to activate your copy of the Software.
7. Term and Termination: This Agreement shall enter into effect on the Effective Date and will continue until terminated by either party as specifically described herein.
(a) This Agreement will terminate upon any of the following conditions:
(1) When You no longer possess any copy of the Software;
(2) Upon the bankruptcy, liquidation, dissolution, or cessation of ongoing operations of Licensor.
(b) Licensor may terminate this Agreement immediately and without notice upon any attempt by You to assign use or access to the Software to any person or entity that is not a party to this Agreement without Licensor's prior written consent, which is not to be unreasonably withheld.
8. Effect of Termination:
(a) Upon the termination or expiration of this Agreement, however caused:
(i) all licenses granted under this Agreement shall immediately terminate;
(ii) You shall destroy or uninstall, and make no further use of, any Software, Content, and other items (and all copies of the same) belonging to Licensor; and
(iii) Licensor may destroy or otherwise dispose of any Licensee Data in its possession.
(b) Except as expressly set forth herein, the termination or expiration of this Agreement, howsoever caused, shall have no effect on the accrued rights of the Parties as at termination.
9. End User's Obligations: You shall:
(a) comply with all applicable laws and regulations with respect to the purchase of this Software and your activities under this Agreement, including without limitation the laws and regulations of your jurisdiction governing trading, and in particular, Forex trading, the purchase of software, and the import and export of software. You will not export or transmit the Software across any national boundaries except in compliance with all applicable laws and regulations, including without limitation the export laws and regulations of the originating country;
(b) use all reasonable effort to prevent any unauthorized access to, or use of, the Software; and
(c) bear sole responsibility for the security of any product keys allocated to You and accordingly be liable for all damages resulting from any unauthorized access to or use of the Software by a third party using the product key allocated to You, unless the product key allocated to You and used in such unauthorized access became available to a third party through the fault of Licensor.
10. Licensor's Obligations:
(a) This Agreement shall not prevent Licensor from entering into similar agreements with third parties, or from independently developing, using, selling, or licensing products, or services that are similar to those provided under this Agreement.
(b) Licensor warrants that it has and will maintain all licenses, consents, and permissions necessary for the performance of its obligations under this Agreement.
(c) Should MetaQuotes Software Corp. modify the MetaTrader 4 trading software, Licensor is under no obligation to create new features or update functionality for the Software. However, Licensor intends to continue developing the Software to improve functionality, and will use reasonable effort to develop new features and updates that would improve the quality of the Software and its interaction with MetaTrader 4.
(d) Licensor shall comply with all applicable data protection and cybersecurity laws and regulations as they pertain to the Software. This obligation survives the termination of this Agreement.
12. Notice: Any notice, request, consent, demand, invoice, document, or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to be given on the date such communication is delivered by e-mail if sent on a business day of the recipient, or, if sent on a Saturday, Sunday, or a national holiday for the Netherlands, on the next business day for the recipient. Delivery by e-mail shall constitute sufficient notice provided the communication is sent to the following e-mail addresses, or such e-mail addresses as the parties may subsequently designate in writing with thirty (30) days' notice:
For Licensor: email@example.com
For You: the e-mail address used by You when purchasing the Software license.
13. Non-Waiver: The failure of a Party hereto to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that Party of the right thereafter to that term or any other term of this Agreement. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
14. Disclaimers and Limitation of Warranties and Remedies: Except as expressly and specifically provided in this Agreement:
(a) You assume sole responsibility for results obtained from use of the Software provided by Licensor, and for conclusions drawn from such use;
(b) You acknowledge that Licensor is providing the Software on an "as is" basis;
(c) You acknowledge and accept that while Licensor has made reasonable commercial efforts to provide accurate output from the Software, Licensor in no way guarantees that the Software or its output will be free from error;
(d) Licensor disclaims, to the fullest extent permitted by law, any and all implied warranties, including, without limitation, any implied warranty of merchantability or fitness for a particular purpose for the services and products delivered to you under this Agreement;
(e) You, at your expense, shall indemnify, hold harmless, and defend Licensor and Licensor's officers, directors, members, employees, agents, affiliates, subsidiaries, successors, and permitted assigns against any and all losses, claims, causes of action, damages, liabilities, deficiencies, judgments, settlements, interest, awards, penalties, fines, costs, and expenses of whatever kind, including but not limited to reasonable attorneys' fees, arising out of or relating to any direct or third-party claims alleging damages resulting from use of the Software by You or any other individual or entity using the Software with your help, including access achieved through the product key assigned to you;
(f) Licensor shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution, or otherwise, for any loss of profits, loss of business, depletion of goodwill, loss or corruption of data or information, pure economic loss, or any special, indirect, or consequential loss, costs, damages, charges, or expenses arising under or relating to this Agreement, including without limitation any claimed liability to you for losses, damages, fines, or reputational damage relating to any breach by any third party of Licensor's security protocols, hacking, or other attack on the Software; and
(g) Licensor's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise, arising in connection with the performance or contemplated performance of obligations under this Agreement, shall be limited to a refund of the fees paid for your single user license for the Software.
(a) To the extent permitted by applicable law, all disputes arising under this Agreement shall be resolved by binding arbitration conducted in the Netherlands, in a jurisdiction selected by Licensor. Such disputes shall be resolved by a single arbitrator. The arbitrator shall be selected in accordance with the commercial arbitration rules of the International Chamber of Commerce ("ICC"), and the arbitration to be conducted in accordance with the Rules of the ICC. The decision of the arbitrator shall be final; no appeal may be taken therefrom; and judgment on such decision may be entered by any court of competent jurisdiction. Absent a contrary ruling from the arbitrator, which ruling shall control, the Parties shall each pay any expenses arising from the arbitration which that Party incurs, with each Party responsible for the payment of its respective attorneys' fees.
(b) To the extent that applicable law requires any disputes between the Parties with respect to this Agreement to be resolved in a court of law, the Parties hereby stipulate and agree that such disputes shall be heard in a court sitting in the Netherlands. The Parties hereby waive any objection they might otherwise be permitted to assert with respect to the personal jurisdiction of such courts over them or the appropriateness of the Netherlands or such courts as a venue for the resolution of their disputes.
(c) This Agreement shall be construed and interpreted pursuant to the laws of the State of Illinois, of the United States of America, without consideration of conflict-of-law principles.
16. Legal Effect: You may have legal rights under local or national laws that are not described in this Agreement. This Agreement does not change those rights where your local or national laws do not permit it to do so.
17. Severability: If any provision of this Agreement is held illegal, void, or unenforceable, to any extent, in whole or in part, as to any situation or person, by any arbitrator or court of competent jurisdiction, the balance of this Agreement shall remain in effect, and the provision in question shall remain in effect as to all other persons or situations, as the case may be.
18. Headings for Convenience Only: The section headings in this Agreement are solely for convenience or reference and shall not affect the interpretation or limit the scope or intent of this Agreement or any of its sections. When a reference in this Agreement is made to a section, such reference shall be to a section of this Agreement unless otherwise indicated.
19. Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to its subject matter, and except as otherwise provided herein, all other prior agreements, representations, statements, negotiations, and undertakings between the Parties with respect to such subject matter, whether written or oral, are terminated and superseded hereby.
20. Written Amendments: No amendment to this Agreement shall be effective unless it is in writing and signed by a duly authorized representative of each Party.
21. Assignment: The Parties acknowledge and agree that the covenants, terms, and provisions contained in this Agreement cannot be transferred, sold, assigned, pledged, or hypothecated without the prior written consent of the other Party. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors, personal representatives, heirs, legatees, and permitted assigns. Nothing in this Agreement shall be interpreted to confer any rights on any third parties, with the exception of those indemnitees specified in section 14(e) above.
22. Force Majeure: Licensor shall have no liability to You under this Agreement if Licensor is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions, or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Licensor or any other party); failure of a utility service or transport or telecommunications network; denial of service attacks; act of God; war; riot; civil commotion; rebellions or revolutions in the United States or any nation where the obligations under this Agreement are to be executed; malicious damage; compliance with any law or governmental order, rule, regulation or direction; accident; breakdown of plant or machinery; fire; flood; earthquake; storm; or default of Licensor or its sub-contractors.