End-User License Agreement

This End-User License Agreement (“Agreement”) is a legal agreement between You, either as an individual or an entity (“You”, “Your”, “Licensee”) and MVM Invest, having its principal place of business at Strandpromenaden 10, 4600 Køge, Denmark (“COMPANY”) regarding Your use of software tool “Telegram Connector” (in any form and related documentation) and support services (including updates) ("Services").

BY ACCESSING, DOWNLOADING, INSTALLING, OR OTHERWISE USING THE SERVICES (INCLUDING ANY UPDATES, UPGRADES, OR NEWER VERSIONS), YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT ACCESS, DOWNLOAD, INSTALL, OR USE THE SERVICES.

YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE OR ABOVE AND HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO AGREE TO AND ABIDE BY THIS AGREEMENT. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF ANOTHER ENTITY OR PERSON, YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACT ON BEHALF OF SUCH ENTITY OR PERSON AND HAVE FULL AUTHORITY TO BIND SUCH OTHER ENTITY OR PERSON TO THIS AGREEMENT. IF YOU FAIL TO ABIDE BY THIS AGREEMENT, YOU SHALL BE PERSONALLY AND FULLY LIABLE ON A JOINT AND SEVERAL BASIS FOR SUCH FAILURE AND ANY RESULTING DAMAGE OR CLAIM. FOR THE PURPOSE OF THIS AGREEMENT, ALL TERMS AND CONDITIONS OF THIS AGREEMENT AS APPLICABLE TO YOU SHALL APPLY EQUALLY TO SUCH OTHER ENTITY OR PERSON.

THIS AGREEMENT APPLIES TO YOUR PURCHASE AND USE OF ALL SERVICES, WHETHER DIRECTLY FROM THE COMPANY OR FROM AN AUTHORIZED RESELLER OF THE SERVICES (“RESELLER”).

LICENSE GRANT
A) COMPANY grants you a personal, limited, term-based, non-exclusive, non-transferable, non-assignable and revocable right and license to download, install, access, and use the Services in accordance with any related documentation subject to the terms and conditions of this Agreement and Your payment of all applicable fees solely for your internal business purpose.

B) You may copy the software as reasonably necessary only for back-up, archival or disaster

C) Recovery purposes.
 
UPDATES
A) You agree that COMPANY may from time to time and in its sole discretion develop and provide updates, which may include bug fixes, patches, and other error corrections and/or new features to the Services. You acknowledge that updates may also modify or delete in their entirety certain features and functionality on the Services. You shall promptly download and install any updates and agree that any obligation COMPANY may have to support the previous version(s) may be ended upon the availability of the update, or implementation of additional features.

RESTRICTIONS

A) Your use of the Services is subject to following restrictions:

• You will not assign, sell, rent, lease, modify, translate, sublicense, lend, transfer, export, resell or distribute the Services, in whole or in part, to any third party
• You will not copy the Services, in whole or in part, nor permit anyone else to copy the Services except as stated herein
• You will not modify, obscure, or delete any proprietary rights notices included in or on the Services
• You will not make derivative works or merge the Services into any other computer programs
• You will not reverse engineer, disassemble or decompile the Services, in whole or in part or otherwise attempt to derive its source code
• You will not attempt to gain unauthorized use of the Services
• You will not use the Services in any manner to harass, abuse, stalk, threaten, defame, or otherwise infringe or violate the rights of anyone
• You will not use the Services in any manner which would be in breach of applicable laws and regulations or authorize or encourage any third party to do any of the foregoing.
• You will not conduct any penetration testing or load testing or any similar testing
• You will not copy any ideas, functions, or graphics of the Services
• You will not use the Services for any unlawful or illegal purpose.

INTELLECTUAL PROPERTY RIGHTS

A) You acknowledge that title and full ownership in and to the Services and all trade secret, copyright, patent rights, trademark, logos, service marks, text, pictures, videos, user interfaces, source code, graphics, stills, audio, symbols, colors, fonts, any design elements, visual interfaces, structure, organization, computer code, programs and other content made available on the Services and any proprietary rights in and to the Services  including any derivatives, enhancements or modifications thereto ("Intellectual Property") remain with the COMPANY.

B) You acknowledge that Your possession, installation, or use of the Services does not transfer to You any ownership, title, or registrable interest of any kind to the Intellectual Property in the Services, and that You will not acquire any rights to the Services except as expressly outlined in this Agreement.

C) You agree to treat any third-party software or services, as included in the Services as the respective third licensor's proprietary information and will comply with the terms thereof.

D) You hereby grant to Company a non-exclusive, transferable, sublicensable, worldwide and royalty-free license to host, copy, store, process, configure, perform, display, transmit and otherwise exploit Your data which you may submit on or through the Services which includes but is not limited to Your materials, ideas, recommendations.

CONFIDENTIALITY

A) You acknowledge and agree that the Services and Intellectual Property is the confidential information of the COMPANY and that it constitutes valuable proprietary information and trade secrets of the COMPANY.

B) You agree to use the Services only following the terms and conditions of this Agreement and to retain all confidential information in strict confidence at least with the same amount of care that You exercise in preserving the secrecy of Your most-valuable information but in no event less than reasonable care.

C) You will implement appropriate security practices to prevent other persons from obtaining access to or use of the Services without COMPANY’s prior express written permission.

D) You will take all reasonable steps to protect the Services from disclosure to or use by any unauthorized third party.

E) You will only disclose the Services to those employees, agents, representatives, or subcontractors who have a need-to-know and shall be required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement.

YOUR COVENANTS

A) You shall use all efforts to ensure that Services are used following any applicable documentation provided by COMPANY from time to time or available on the COMPANY website.

B) You shall be responsible for obtaining and maintaining both the functionality and security of any equipment and ancillary services needed to connect to, access or otherwise use the Services, including modems, hardware, servers, software, operating systems, networking, web servers, and the like.

C) You will not create an end product using the Services which may create a risk of any loss or damage to any person or property or contributing to crime or seeking to harm or exploit children by exposing or for any unlawful, criminal, abusive, offensive, defamatory activity.

D) You shall at all times comply with this Agreement and with applicable national, state, and local laws including without limitation any export control laws, privacy laws and anti-corruption laws.

E) You will provide accurate and true, including, without limitation, all payment and billing information to COMPANY.

F) If You send or upload any data through or on the Services or in any other way, You will be solely responsible for collecting, inputting and updating all the said data, and for ensuring that Your data does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property rights of COMPANY or any third party, or (ii) contain anything obscene, defamatory, harassing, offensive, discriminatory or malicious content or violates any applicable laws.

AUDITS

A) COMPANY reserves the right to periodically conduct audits to verify Your compliance with the terms of this Agreement. COMPANY further reserves the right to monitor Your activity as frequently as necessary in COMPANY’s sole discretion to determine Your compliance with this Agreement.

CONSENT TO USE

A) You agree that COMPANY may collect and use technical data and related information including but not limited to technical information about Your device, system and application Services, and peripherals that is gathered periodically to facilitate the provision of software updates, product support, and other services to You regarding the Services.

CHANGE TO SERVICES

A) Without any liability to You, COMPANY reserves the right to change, modify, suspend, or discontinue all or any part of the Services at any time or upon notice or may also impose limits on certain features or restrict Your access in whole or in part to the Services in its sole discretion.

B) You understand, agree, and accept that COMPANY has no obligation to upgrade the Services and any such upgrade will be provided (at Your expense) on a reasonable endeavors basis provided You inform the COMPANY of any issues promptly.

C) COMPANY will use commercially reasonable efforts to provide any support related to the software. You understand that COMPANY’s ability to provide the support services is conditioned upon Your timely response to COMPANY’s requests for information and other inputs from You.

PERSONAL INFORMATION

COMPANY may collect and use information about You following COMPANY’s Privacy Policy, as amended from time to time, available at https://www.telegramconnector.com/pages/policy (“Privacy Policy).

TERMS OF SERVICE

A) You will be bound by the terms and conditions, as amended from time to time, available at https://www.telegramconnector.com/pages/terms which will govern Your access and use of the COMPANY website and/or mobile application for using the Services (“Terms of Service”).

DISCLAIMER

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND FOR THE ACTS AND OMISSIONS OF RESELLER AND ANY THIRD PARTIES. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICES WILL BE COMPATIBLE WITH YOUR DEVICES, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY SHALL CREATE A WARRANTY. SHOULD THE SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.  TELEGRAM CONNECTOR IS A SOFTWARE TOOL WHOSE ONLY PURPOSE IS TO FUNCTION AS A BRIDGE BETWEEN YOUR SELECTED SIGNAL PROVIDER AND YOUR TRADING ACCOUNT WITH THE SETTINGS YOU CHOOSE TO TRADE WITH. TELEGRAM CONNECTOR DOES NOT OFFER FINANCIAL ADVICE, SELL ANY FINANCIAL PRODUCTS, OR ENCOURAGE TO INVEST IN SPECIFIC ASSETS OR INSTRUMENTS. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE NOT INTENDED TO REPLACE YOUR PROFESSIONAL SKILLS OR JUDGEMENT. YOU ACKNOWLEDGE AND AGREE THAT COMPANY DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. ACCORDINGLY, COMPANY WILL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. COMPANY MAKES NO WARRANTY AS TO THE OPERATION OF ANY THIRD-PARTY PRODUCTS EMBEDDED IN THE SERVICES OR THE ACCURACY OF ANY THIRD-PARTY INFORMATION.

LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL COMPANY OR ITS DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, REPRESENTATIVES OR AGENTS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE AVAILABILITY, FURNISHING, PERFORMANCE, ACCESS, OR USE OF SERVICES  OR  YOUR USE OR INABILITY TO USE THE SERVICES, OR FOR ANY OTHER REASON WHATSOEVER, WHETHER BASED ON THEORIES OF CONTRACT, TORT, NEGLIGENCE, INDEMNITY OR OTHERWISE AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU IN THE LAST SIX (6) MONTHS PRECEDING THE DATE OF CLAIM.

INDEMNITY

A) You agree to defend, indemnify and hold COMPANY, its licensors, officers, directors, employees, owners, agents, representatives, sub-licensees and each of their successors, heirs and assigns, harmless from and against any claims, liabilities, costs, losses, damages, or expenses, including, without limitation, third party claims (including reasonable attorneys' fees) arising of or relating to any use by You of the Services or any breach or alleged breach of any terms and conditions of this Agreement.

TERM AND TERMINATION

A) This Agreement begins on the date you download the Services, or the date as mentioned in Your subscription package and shall continue as mentioned in Your subscription package until terminated by You or COMPANY (“Term”).

B) The Term shall be renewable as mentioned in Your subscription package unless terminated earlier. Regardless of whether the Services have been licensed directly from the COMPANY or the Reseller, You must renew the Services at the end of the Term to continue to be entitled to use the Services.

C) The Agreement will terminate immediately without notice from COMPANY, without any further liability to You, if You fail to comply with any provision of this Agreement including but not limited to breach or anticipated breach of any of the terms and conditions in this Agreement including the payment of applicable fees.

D) You may terminate this Agreement at any time by uninstalling the Services, deleting Your account, and information therein and notifying the COMPANY.

E) Upon any termination or expiry of this Agreement, You must cease any further use of the Services and delete/destroy all copies of Services within your possession and control.

F) Those provisions of this Agreement that by their terms should survive any termination of this Agreement shall be deemed to survive and remain in full force and effect, including, without limitation, the provision of confidentiality and intellectual property.

G) You hereby agree that if Reseller’s agreement with the COMPANY terminates during the Term, COMPANY will provide You with written notice thereof; and immediately thereupon, Your payment obligation to Reseller with respect to the Services, if any, automatically becomes Your payment obligation to the COMPANY in accordance with the terms and conditions set forth herein, without Your further action or consent.

PAYMENT

A) Unless You are purchasing the Services through a Reseller, in which case payment obligations be exclusively between the Reseller and You (unless otherwise agreed), You will be responsible for payment of fees to the Company as per Your subscription package. You agree to pay to COMPANY any applicable taxes or charges in addition to the fees for Your subscription package.

B) You agree that once the subscription package is ordered, it is non-cancelable, and any fees paid are non-refundable.

C) Company reserves the right to increase any fees for subscription or any other services during any applicable renewal term.

D) All fees and expenses are due and payable in U.S. Dollars

E) Unless otherwise provided in the subscription package, You shall make all payments due to COMPANY in full upfront on subscribing the specific package. Unpaid amounts are subject to an interest charge of 8% per month on any outstanding balance, or the maximum permitted by law, plus all expenses of collection.

F) All amounts payable to COMPANY hereunder shall be paid by You in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason except as may be required by applicable law.

ENTIRE AGREEMENT

A) This Agreement, together with the Terms of Service and Privacy Policy of COMPANY which is incorporated into this Agreement by written reference, constitutes the entire understanding and agreement of the parties concerning its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements, or conditions, express or implied, written, or oral, between the parties. To the extent of a conflict between this Agreement and the Terms of Service, this Agreement shall govern concerning the use of Services only.

GOVERNING LAW

A) This Agreement shall be governed by and construed following the Danish laws, without reference to conflicts of law principles, and the Denmark courts will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

INJUNCTIVE RELIEF

A) In the event of a breach or threatened breach of any provisions under this Agreement, damages may be an inadequate remedy at law and COMPANY shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach or anticipated breach.

SEVERABILITY

A) If any provision of this Agreement shall be found invalid or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

WAIVER

A) The rights and remedies of each party under this Agreement may be exercised as often as necessary, are cumulative and not exclusive of rights or remedies provided by law, and may be waived only by specific written waiver. Delay in exercising or non-exercise of any such right or remedy does not constitute a waiver of that right or remedy, or any other right or remedy.

ASSIGNMENT

A) You shall not assign or otherwise transfer this Agreement or any part thereof to any other party without the prior written consent of the COMPANY.

RELATIONSHIP

A) COMPANY and You intend that COMPANY, and You are and will be deemed to be, independent contractors concerning the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between COMPANY and You.

NOTICE

A) Any notice by the COMPANY hereunder may be made by letter, e-mail, or posting on or through the website at https://www.telegramconnector.com/

B) You may provide any notice to the COMPANY at the address stated in the heading of this Agreement or at Info@telegramconnector.com

NO THIRD-PARTY BENEFICIARIES

A) This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

FORCE MAJEURE

A) The performance by either party of its obligations hereunder (other than the payment of money) will be excused during any period of time in which the failure to perform results from acts of God, the elements, fire, flood, component shortages, force majeure, riot, insurrection, lockdown, epidemic, industrial dispute, accident, war, embargoes, legal restrictions, or any other cause beyond the reasonable control of a party.

CHANGES

A) COMPANY reserves the right to modify the terms and conditions of this Agreement including the Privacy Policy and Terms of Service from time to time and notified on the COMPANY website. You are advised to review regularly for any changes, and any continued use of the Services by You is deemed approval of the changes made herein. If you do not agree to the change, You should discontinue Your use of the Services and notify COMPANY immediately.