License agreement (Public Offer)

ATTENTION! Read the terms and conditions of this License Agreement (Public Offer) (hereinafter – the License Agreement) carefully before using the Software.

Running the Software or clicking the acceptance button of the terms and conditions of the License Agreement during installation of the Software, or entering the corresponding symbol(s), constitutes your unconditional acceptance of the terms and conditions of this License Agreement. If You do not agree to the terms of the License Agreement, You must abort the installation of the Software and / or uninstall the Software.

This End-User License Agreement governs the terms of use of the Right Holder's software.

General information about the Company:
name: Verlos SIA;
registration No.: 40203344939;
date of Incorporation: 10.09.2021;
legal address: Nomales iela 7 - 6, Rīga, LV-1002;
email: [email protected]

1. GENERAL PROVISIONS

1. Definitions

1.1. Software means the software for algorithmic trading (trading robot), accompanying materials, updates described on the site https://verlos.ai, the copyright Holder of which is Company.

1.2. The Rightholder (the owner of the exclusive right to the Software) is Company.

1.3. Computer — the operating system, virtual machine or hardware, including the workstation, mobile device or server for which the Software is intended and/or on which the Software is to be installed and/or on which the Software is to be used.

1.4. User (You) means an individual installing and / or using the Software on his/her own behalf or lawfully owning a copy of the Software.

1.5. Update(s) — trading algorithms, improvements, fixes, extensions, and / or modifications to the software.

1.6. Software extensions — additional software components and software solutions provided by the Rightholder that extend functionality of the Software and can be used both jointly with and independently of the Software, and for which a new license may need to be acquired or the existing one extended. Some expansions are provided free of charge and others for a fee. You may familiarize yourself with more information before acquiring these extensions.

1.7. The Web-Portal means the Rightholder's web resource intended to manage the installed Software and the licenses acquired on the Internet at: https://verlos.ai.

1.8. The License Agreement is the official public offer of the Rightholder (Offer) to conclude the license agreement and that contains all the essential conditions.

1.9. The acceptance of this License Agreement is the payment of the cost of the property rights of using the Software (hereinafter referred to as Fee) to the Rightholder in the manner and within the time limits specified in the License Agreement.

1.10. By making an acceptance in accordance with Clause 1.9 of the License Agreement, the User confirms and guarantees that he / she has read, agreed and fully and unconditionally accepts all the terms and conditions of the License Agreement in the form in which they are stated in the text of this License Agreement.

1.11. The User warrants that, by performing actions for the acceptance of the License Agreement, he / she has the legal rights to enter into contractual relationships with the Rightholder.

1.12. The License Agreement is posted on the Rightholder's website specified in Clause 1.7 of the license Agreement.

1.13. The Rightholder has a right at any time to introduce amendments and additions to the terms of this License Agreement. All modifications and additions shall take effect from the moment they are posted on the website specified in Clause 1.12 of the License Agreement.

1.14. The License Agreement does not require seals, as well as a handwritten signature of the User and the Rightholder, while remaining in full force and effect.

2. SUBJECT OF THE OFFER

2.1. The Rightholder grants to the User a non-exclusive personal license (hereinafter referred to as the License) to use the Software within the scope of the functionality described in the License Agreement, provided You comply with all technical requirements, restrictions and terms of use of the Software specified in the License Agreement.

2.2. After paying for the Software, the User provides the Rightholder with their personal data (Surname, First name and Patronymic), as well as data about the brokerage account (code of the company and contract reference number) where the User is going to use the Software. The Rightholder uses the transmitted data to create a named user license. The Rightholder guarantees the security of personal data taking into account the requirements of the effective national legislation of the User. In case of changes to the personal data or trading account details, the User sends information about the changes (screenshot with changes) to the email address [email protected], and The Rightholder remakes the current registered license on a free-of-charge basis within 3 working days.

2.3. The Rightholder grants (transfers) the User the property rights under the License Agreement during the period of validity of the License described in the specific tariff on the Software description page on the Internet at the address specified in Clause 1.7 of the License Agreement. One License allows you to trade on one real trading account opened in any organization that provides brokerage services. The license period is not limited. If required, the User can purchase any amount of additional licenses by paying for the Licenses on the website at the address specified in Clause 1.7 of the License agreement, according to the current tariffs.

2.4. The Rightholder guarantees that he / she is the owner of the exclusive rights to the Software specified in Clause 2.1 of the License Agreement and has the right to conclude the License Agreement.

2.5. The User may not, whole or in part, grant (transfer) the rights acquired under the License Agreement to any third party including selling, duplicating, allowing access to third parties, or otherwise disposing them, including free of charge, without the prior written consent of the Rightholder for all the above mentioned actions.

2.6. The License Agreement grants the User the right to use the Software, while the Rightholder reserves the right to issue licenses to other persons. The User may use the Software only within the limits of the rights and in the way provided herein.

2.7. The Software shall be provided to the User with a closed source code. The User does not have the right to crack the Software independently or with the help of third parties in order to access the source code of the program. The User may not sell the Software, duplicate it, nor allow access to third parties, otherwise dispose, including at no charge.

2.8. There are no special computer requirements needed to run the Software. If they appear, they shall be posted on the website at the address specified in Clause 1.7 of the License Agreement.

2.9. The software functionalities are set out on the website at the address specified in Clause 1.7 herein.

3. TERM OF VALIDITY OF THE LICENSE AGREEMENT

3.1. The License Agreement shall come into force upon the User makes the acceptance in accordance with Clause 1.9 of the License Agreement, and IT shall be concluded by the Parties for an indefinite period.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. The Rightholder undertakes:

4.1.1. to grant (transfer) the User the right to use the Software in accordance with the procedure and under the terms of the License Agreement;

4.1.2. to refrain from any action that may interfere the User to exercise the right to use the Software within the limits under the License Agreement;

4.1.3. to provide the User with technical support of the Software, to counsel the User on issues concerning the usage of the Software in the cases are set forth on the website at the address specified in Clause 1.7 of the License Agreement. 

4.2. The User undertakes:

4.2.1. to pay the Rightholder the License fee for the right to use the Software granted (transferred) herein, according to the tariffs which are provided on the website at address specified in Clause 1.7 hereunder.

4.2.2. to strictly comply with and not violate the License Agreement, and to maintain the confidentiality of commercial and technical information, disclosed to the User hereunder to it, in cooperation with the Rightholder. 

4.3. The Rightholder has the right:

4.3.1. to deprive the User of the right to use the Software in case the User violates terms and conditions (ways) of this License Agreement under the effective User's national legislation procedure.

4.4. The User has the right:

4.4.1. to use the Software for any purpose, except for the restrictions specified in the License Agreement

5. TRANSFER OF THE SOFTWARE RIGHTS

5.1. The Rightholder grants the User the right to use the Software solely for personal purposes, regardless of whether the corresponding actions are performed by the User for the purpose of profit or not.

5.2. The transfer of the Software rights (a file containing the user software documentations) to the User shall be performed as follows:

5.2.1. After selecting the tariff on the Software description page at the address specified in Clause 1.7 herein, the User goes at the payment page. The User pays in any convenient way the amount determined by the tariff, or prearranged with the Rightholder;

5.2.2. After paying for the Software, the User shall send the Rightholder a receipt of payment for the Software or TxID (transaction identification number), phone number, API keys (application programming interface key) to the email address [email protected].

5.2.3. within 1 (one) working day upon fulfillment  by the User of  the conditions specified in Clauses 5.2.1 and 5.2.2 of the License Agreement, the User shall receive from the Rightholder a zip file with the Software and installation instructions to the email address provided by the User  via a registration process (Clause 1.7 of the License Agreement);

5.2.4. within 3 (three) working days upon fulfillment  by the User of  the conditions specified in Clauses 5.2.1 and 5.2.2 of the License Agreement, the User shall receive a mutual settlements email between the Parties, as well as a notification of the conclusion of the License Agreement, to the email address provided by the User via a registration process (Clause 1.7 of the License Agreement);

5.2.5. within 3 (three) working days upon receipt the file specified in Clause 5.2.3 of the License Agreement, the User shall send an email message to the Rightholder containing information (screenshots of the Software installation on the remote desktop, surname, first name, patronymic (if available), phone number, email address, city of residence, the exchange trading experience, consent to the processing of personal data).

5.3. The moment of granting (transferring) the User the rights under the License Agreement is the moment of the sending the Software file under a license to the User’s email.

5.4. The Rightholder's liabilities of transferring the Software are considered to be properly fulfilled in accordance with the terms of the License Agreement at the time of performing the actions described in Clause 5.2 herein. 

6. WARRANTIES OF THE RIGHTS TO USE THE SOFTWARE

6.1. The Rightholder shall guarantee that the property rights to use the Software granted (transferred) the User belong to the Rightholder on a legal grounds.

6.2. The Rightholder shall not be responsible for and shall not reimburse losses caused by violations and / or errors in the operation of the Software that arose as a result of illegal actions of the User or third parties, as well as technical problems and failures of electrical equipment.

6.3. It is forbidden to assign the Software for temporary use to third parties without the prior written consent of the Rightholder.

6.4. The Software and its accompanying documentation are provided to the User "AS IS", in accordance with the generally accepted principle in international practice. It means that the Rightholder shall not be responsible for any problems that may occur during the installation and operation of the Software (including: compatibility problems with other software products (packages, drivers, etc.), problems that may arise due to ambiguous interpretation of the accompanying documentation, inconsistency of the results of using the Software with the User's expectations, etc.). The User shall be fully responsible for possible negative consequences and financial risks caused by incompatibilities or conflicts between the Software and other software products installed on the User's computer.

6.5. The Rightholder shall not be liable for and not indemnify for the User's losses caused by violations and / or errors in the operation of the Software that arose as a result of poor or incorrect provision of brokerage services (the quality and speed of connection with the brokerage server, as well as consultations on the use of the Software provided by the broker's specialists).

7. AMOUNT OF FEE, PROCEDURE AND TERMS OF PAYMENT

7.1. The Rightholder's fee for the provided the User with the Software and the rights to use it under the License Agreement is displayed on the website at the address specified in Clause 1.7 in the relevant sub-clauses herein and depends on the tariff chosen by the User.

The fee for the selected version of the Software under the License Agreement is displayed on the Internet at the address specified in Clause 1.7 herein, or in the response to the request.

The fee for the selected version of the Software may differ from the amount listed on the website at address specified in Clause 1.7 of the License Agreement due to the offering the User a personal discount, bonus, sale, selling via partner sites that may be received through email correspondence with the Rightholder of the Software.

7.2. Payment method under the License agreement: transferring of funds by the User in the currency of US dollars to the Rightholder’s settlement account or by using Internet payment servers available on the website at address specified in Clause 1.7 of the License Agreement.

8. CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA

8.1. The User hereby gives his / her consent to the processing of his / her personal data by the Rightholder of the Software (including its receipt from the User), taking into account the requirements of the effective national legislation, and confirms that by giving such consent, he / she acts by his / her will and in his / her interest.

The consent is given by the User for the purpose of purchasing the Software under the License Agreement, as well as providing the User with information about the Software, and shall be applied to the following information: surname, first name, patronymic (if available), phone number, email address of the User ("personal data"), city of residence, the exchange trading experience, API keys.

8.2. The consent specified in Clause 8.1 herein is given by the User to the Rightholder before the expiry of the storage period for the relevant data or documents containing the above mentioned information, determined in accordance with the national legislation.

8.3. The consent specified in Clause 8.1 of the License Agreement, is granted to carry out any actions in respect of the User's personal data which are necessary or desirable for the above mentioned purposes, including, without limitation: collection, systematization, accumulation, storage, clarification (update, modification), usage, depersonalization, data interlock, deletion, as any other actions with the User's personal data under the effective national legislation. 

8.4. The processing of personal data shall be conducted by the Rightholder by applying the following main methods (but not limited to): storage, recording on electronic media and their storage, listing, marking.

8.5. The User understands and agrees that any information disclosed to the Rightholder of the Software pursuant to the obligations under the License Agreement may be used by the Rightholder for marketing purposes, including for promotional events.

If the User refuses to have his / her personal information processed for the purposes specified in this Clause, the User shall send the Rightholder the corresponding letter to the following email address: [email protected].

9. REFUND POLICY

9.1. The Software is a non-refundable product.

9.1.2. After issuing the License by the Rightholder and registration of the end user data, the Software shall not be returned due to the fact that the software belongs to the copyright objects and protected as a literary work.

The User acquires the rights to use the Software under the License Agreement with the copyright Holder.

9.1.3. The Rightholder creates a named license Software based on the provided personal data. Named licenses are not subject to return or exchange: "the consumer has no right to refuse a product of an appropriate quality if it has certain properties individually or specified goods can be used exclusively by the consumer gets it". Named license include corporate registered licenses, issued on a specific person or entity.

10. LIABILITY OF THE PARTIES

10.1. The Parties shall be liable for non-fulfillment or improper fulfillment of their obligations under the License Agreement.

10.2. The use of the Software in a manner not provided for by the License Agreement, or upon termination of this License Agreement, or other ways beyond the rights granted to the User under the License Agreement, and entails legal liability for violation of the exclusive right to the Software determined by the National law.

10.3. The User shall be liable for all actions performed via and by means the Software.

The User shall be responsible for the disclosure, and / or reproduction, and / or distribution of confidential information as well as for the disclosure, and / or reproduction, and / or distribution of any other information related to the operation via the Software if the User is not authorized to disclose it and / or reproduction, and / or distribution by the Rightholder.

10.4. The User shall be liable for all actions and risks associated with the use of the Software.

10.5. The User shall bear responsibility all risks of losses that he may incur as a result of illegal or unauthorized access by third parties to the Software.

10.6. The Rightholder shall not be responsible for non-fulfillment or improper fulfillment of obligations under the License Agreement related to the User's operation or inability to operate through the Software, or malfunctions of the normal functioning of software and hardware for the following reasons:

(1) equipment malfunctions and failures;

(2) software failures; 

(3) failures, malfunctions of connection systems, power supplies, and other similar systems.

10.7. The Rightholder shall not be liable for any damages (including , without limitation, incurred or anticipated expenses, loss of profits, business interruption, loss of business information, lost profits or other such losses in cash) related to the use or inability to use the Software.

10.8. The Rightholder shall not be liable for losses incurred by the User due to unauthorized usage of the Software by unauthorized persons. 

The User shall be fully responsible for the safety of his / her Data.

10.9. The Rightholder shall not be liable for the content, completeness, accuracy and timeliness of the exchange information about financial markets that the User may get access during the usage the Software. 

11. DISPUTE SETTLEMENT AND APPLICABLE LAW

11.1. The License Agreement has been executed in the English and the Russian languages. In case of any discrepancy between the Russian and the English texts of this License Agreement, the English text shall prevail. The interpretation of the legal terms and concepts contained herein is consistent with the terms and concepts of the effective legislation of Hong Kong. 

11.2. The License Agreement shall be governed by the laws of Hong Kong.

11.3. All disputes and disagreements that may arise out from the License Agreement shall be settled through negotiations between the Parties, and in case of failure to reach an agreement through negotiations, any dispute or disagreement shall be settled under the complaint procedure. The period of the claim consideration is 30 (thirty) working days. 

11.4. Claims, including statements and complaints (hereinafter referred to as Claims), must be submitted in in written form and signed by the authorized representatives of the Claiming Party.

11.5. The claim must contain the following information:

■ subject matter of the claim and demand of the Claimant;

■ claim amount and its calculation (if the claim is subject to monetary valuation);

■ description of the grounds for the claim and the evidence supporting them, with reference to the available legislation and regulations;

■ a list of documents and other evidence attached to the claim;

■ other information necessary to settle the claim. 

11.6. If the claims do not contain information about the name (surname, first name and patronymic (if any)) and location (address) of the User, such claims are acknowledged as anonymous and shall not be considered.

11.7. The receiving Party has the right to request additional documents and information from the other Party related to the claim. In this case, the period of considering the claim is prolonged for the period of providing the documents. If the deadline for submitting the requested documents exceeds 30 working days, the Rightholder has the right to reject this claim.

11.8. The claim is accepted by the Party only in writing form signed by the authorized representative of a Party or personally by a Party and sent to the other Party: to the User to his / her location address, and to the Rightholder — to a legal address.

11.9. A response to the claim is submitted to the Claimant. The response must be drawn up in writing form and signed by an authorized representative of the Party replying to a claim. The claim may be left without consideration if it has been re-filed, and it doesn’t contain any new data and all the stated grounds have been previously fully and objectively considered and the claimer has been given the answer. Simultaneously the claimer is sent the notification on dismissing the claim with the reference to the previously given answer.

11.10. Any dispute, disagreement, controversy or claim that may arise out of or in connection with the License Agreement including questions of its existence, validity, interpretation, the execution, breach or termination, or any dispute in relation to non-contractual obligations arising out of or in connection with the License Agreement, shall be subject to settling under Arbitration proceedings administrated by the Hong Kong International Arbitration Center (HKIAC) in accordance with the Arbitration Rules for Administered Arbitration Proceedings of HKIAC as amended at the time in force of submission of the notice of Arbitration.

11.11. The law applicable to this arbitration clause is the law of Hong Kong.

11.12. The place of the Arbitration proceeding is Hong Kong.

11.13. The number of judges of the Arbitration Court is one.

11.14. The language of the Arbitration proceeding is English.

12. TERMINATION OF THE LICENSE AGREEMENT

12.1. The License Agreement is concluded for an indefinite period. 

Either Party of the License Agreement may terminate under extrajudicial procedure at any time without giving reasons, by notifying the other Party not later than 30 (thirty) days beforehand.

12.2. The User's right to use the Software is terminated upon early termination of the License Agreement.

13. MISCELLANEOUS

13.1. The Rightholder shall be entitled to unilaterally make changes and / or additions to the License Agreement.

13.2. In general, unless otherwise stated by the Order of the Director of the Rightholder in connection with making changes and / or additions to the License Agreement, all changes and additions made by the Rightholder in the License Agreement shall enter into force and become binding on the User immediately after its publication on the website at the address specified in Clause 1.7 herein.

13.3. The License Agreement shall be concluded by the User not for the purpose of using the results, information, data, etc. for personal, family, or home needs. The User's activity under the License Agreement is related to the implementation of exclusively entrepreneurial activities.

13.4. The Parties shall confirm that this deal is not an imaginary or feigned deal, made under the influence of delusion, deceit, violence, threat, or malicious agreement between Parties.

13.5. The User shall not entitled to transfer his / her rights under the License Agreement to third parties without the prior written consent of the Rightholder.

13.6. In the part, not expressly regulated by the License Agreement, the relationship between the Parties is governed by the Procedural and Substantive Law of Hong Kong.

13.7. In case of existing any prohibitions and / or restrictions for the use of the Software and any its types under the national legislation, the User has the right to refuse to accede to the License Agreement.

13.8. In case of appropriate prohibitions and / or restrictions determined by the national legislation related to the using the Software, the User bears responsibility for the use of the Software in any of its types at his / her own risk.

13.9. After termination of the License Agreement, the User shall be liable to immediately terminate any use of the Software and not use it again (uninstall the Software and delete all copies of it, if available).

Edition dated January 22, 2022