Redshell Pty Ltd (“Global Trading Tools”) SOFTWARE SUBSCRIPTION AGREEMENT
This is a legal agreement (“Agreement”) between the customer (“You”) and Redshell Pty Ltd trading as Global Trading Tools (“We” or “Us”). By subscribing to any Global Trading Tools Software (“Software”) and completing the “I AGREE” button on our website, You are agreeing to be legally bound by the terms of this Agreement.
This Agreement includes, as part of it, all other agreements, terms and conditions which appear on any Web site or on line registration that You have accessed, and which is hosted by Us (collectively referred to as “Other Terms and Conditions”). You understand and agree that this Agreement has the binding legal force and effect of a contract signed in ink and delivered in person. If there is any conflict between this Agreement and the Other Terms and Conditions, this Agreement shall govern.
This Agreement cannot be amended or waived except in writing by Us. We may amend the terms of this Agreement upon notice to You (including by electronic or facsimile delivery), or if this Agreement is contained as part of a web site, by posting the amended terms to that web site. By continued access to and use of the Service, You agree to any such amendments to this Agreement.
GRANT OF LICENSE
We grant to You a non-exclusive, non-transferable license to use the Software included in the Subscription, including optional services You select, for the subscription period on a single computer terminal (at any given time). If the Software is being used on a network, each individual accessing the Software must have a separate Software license for that individual. You may not rent, lease, or sublicense the Software or permit the use of the Software on a time share or service bureau basis. Further, You may not host, on a subscription basis or otherwise, the Software or permit a third party to use the Software. In no event will the Software be used by You for, or in connection with, any unlawful purpose.
In licensing the Software on a monthly, annual or other periodic basis, under a subscription, your right to use the Software, unless renewed, terminates at the expiration of your Subscription, and may be terminated by Us immediately if You fail to make any required payment or violate any of your other agreements with Us.
YOUR TRADES YOUR RESPONSIBILITY
You accept responsibility for selection and use of the Global Trading Tools Software and for any trading and other decisions made by You based on its use.
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SOFTWARE AND/OR THE SERVICE IS AT YOUR SOLE RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM USE OF, OR MATERIALS OBTAINED THROUGH, THE SOFTWARE OR THE SERVICE. NEITHER WE NOR ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, AFFILIATES, THIRD PARTY VENDORS, FACILITIES, INFORMATION PROVIDERS, LICENSORS, EXCHANGES, CLEARING ORGANIZATIONS OR OTHER SUPPLIERS PROVIDING DATA, INFORMATION, OR SERVICES (EACH A “PROVIDER”), WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE OR THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE OR THE SERVICE OR AS TO THE TIMELINESS, SEQUENCE, ACCURACY, COMPLETENESS, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR TRANSACTION PROVIDED THROUGH THE SOFTWARE OR THE SERVICE.
PASSWORDS AND IDs
If your Subscription includes the Global Trading Tools Traders Boardroom, You will be supplied with a password that enables You to access this Service. You shall not use any Password or ID We supply to You for any other purpose other than your own trading and education. Unless We provide You with written authorization, You will not disclose your password or ID to anyone else, nor allow anyone to access our Software or Service using your Password or ID. You will immediately notify Us in writing if You become aware of any loss, theft or unauthorised use of your password(s) and/or ID.
The use and storage of any information including, without limitation, the Password and the ID, available to You through your use of the Service is your sole risk and responsibility. You are responsible for providing and maintaining the communications equipment (including personal computers and modems) and telephone or alternative services required for accessing and using the Service, and for all communications service fees and charges incurred by You in accessing the Service.
OWNERSHIP AND COPYRIGHT
The Software has been developed by or for Redshell Pty Ltd trading as Global Trading Tools. The Software has been developed, compiled, prepared, revised, selected and arranged by Us through the application of our extensive knowledge and expertise. This has involved a substantial amount of time, effort and money and as such constitutes confidential and valuable intellectual property and trade secrets that are protected by Australian copyright laws. All title and copyrights in and to the Software and any accompanying printed or digital materials (including videos) are owned by Us. You agree not to duplicate, reproduce, publish, retransmit or redistribute the Software, except as otherwise permitted by this Agreement. You may not modify, translate, reverse engineer, de-compile or disassemble the Software.
THE Redshell Pty Ltd SOFTWARE AND SERVICE ARE PROVIDED “AS IS” AND WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES TO YOU REGARDING THE USABILITY, CONDITION OR OPERATION THEREOF. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE GOODS OR SERVICES PROVIDED BY ANY THIRD PARTIES WHO MAY PROVIDE CONTENT OR OFFER OTHER SERVICES. WE DO NOT WARRANT THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY.
WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY.
NO LIABILITY FOR CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL WE OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, DELIVERING OR MANAGING THE SERVICE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SERVICE, OR OUT OF ANY BREACH OF ANY WARRANTY, INCLUDING, WITHOUT LIMITATION, THOSE FOR BUSINESS INTERRUPTION OR LOSS OF PROFITS. THIS EXCLUSION OR LIMITATION OF LIABILITY WILL NOT APPLY TO THE EXTENT THAT ANY APPLICABLE STATUTE PROHIBITS SUCH EXCLUSION OR LIMITATION OF LIABILITY. THIS AGREEMENT DEFINES YOUR SOLE AND EXCLUSIVE REMEDY.
Neither We nor any Provider shall be liable in any way to You or to any other person for:
(a) any inaccuracy, error or delay in, or omission of (i) any such data, information or message, or (ii) the transmission or delivery of any such data, information or message; or
(b) any loss or damage arising from or occasioned by (i) any such inaccuracy, error, delay or omission, (ii) non-performance, or (iii) interruption in any such data, information or message, due either to any negligent act or omission or to any condition of “force majeure” (e.g., flood, extraordinary weather condition, earthquake or other act of god, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, equipment or software malfunction) or any other cause, whether or not within our or any Provider’s control.
You acknowledge that from time to time, and for any reason, the Software and/or the Service may not be operational or otherwise available for your use due to servicing, hardware malfunction, software defect, service or transmission interruption or other cause which may include vacation and or sick time, and You agree to hold Us and any Provider harmless from liability or any damage which results from the unavailability of the Software and/or the Service.
You are responsible for your communications via the Service. You may not, under any circumstances, do any of the following:
(a) publish, post, distribute or disseminate defamatory, infringing, obscene or other unlawful or offensive material or information via the Service;
(b) use the Service to threaten, harass, stalk, abuse, or otherwise violate the legal rights (including rights of privacy and publicity) of others;
(c) intercept or attempt to intercept electronic mail;
(d) upload files that contain software or other material protected by intellectual property laws (or by rights of privacy or publicity) unless You own or control the rights thereto or have received all necessary consents;
(e) upload files that contain a virus or corrupted data;
(f) delete any author attributions, legal notices or proprietary designations or labels in a file that You upload to a bulletin board;
(g) falsify the source or origin of software or other material contained in a file that You upload to a bulletin board;
(h) use the Service in a manner that adversely affects the availability of its resources to other members;
(i) send electronic mail to other users of the Service for any purpose other than personal communication, including to advertise or offer to sell goods or services (except as otherwise expressly permitted by Us);
(j) download a file that You know (or reasonably should know) cannot be legally distributed via the Service (a file may have been uploaded notwithstanding such illegality); or
(k) act, or fail to act, in your use of the Service, in a manner that is contrary to applicable law or regulation. Your failure to observe any of the foregoing limitations may result in civil or criminal liability, as well as termination of your use of the Service and forfeiture of all monies paid for the month.
You represent and warrant that You are fully authorised to enter into this Agreement and are under no legal disability which would prevent You from trading, and that You are and shall remain in compliance with all laws, rules and regulations applicable to your business. You agree that You are familiar with and will abide by any rules or procedures adopted by Us and any provider in connection with use of the Software or the Service.
You agree that You shall permit no person access to the Service under any circumstances and that all information is for your sole use and is for educational purposes only and will not be sold, willed, conveyed to anyone else for any purpose that is for profit including electronic media.
USING THE SOFTWARE
All software, including the Software, contains errors. You fully assume the risk that errors or inaccuracies in the Software may result in your reaching conclusions that You might not or would not have reached had such errors and/or inaccuracies not been present. You agree that neither We nor our affiliates, shall have any liability whatever for any consequences of such errors or inaccuracies.
We may, in our sole discretion, terminate or restrict your access to the Software or the Service, and may terminate this Agreement at any time. Upon termination, any software license granted to You herein shall automatically terminate and You will be refunded a prorated remainder of the month. You will remain responsible for the payment of all charges incurred before termination becomes effective.
You agree to indemnify and hold harmless Us and each provider and their respective principals, affiliates and agents from and against all claims, demands, proceedings, suits and actions and all losses (direct, indirect or otherwise), liabilities, costs and expenses (including attorney’s fees and disbursements), paid in settlement, incurred or suffered by Us and/or a provider and/or our or their respective principals, affiliates and agents arising from or relating to:
(i) your use of the Software or the Service or the transactions contemplated hereunder;
(ii) any violation of any kind by You, or on your behalf, of the legal or contractual rights of any third party (including Us), including, but not limited to, violation of any such third party’s patent, copyright, trademark, service mark, trade secret or other intellectual property rights; and /or
(iii) any false or misleading information provided by You to Us.
This indemnity provision shall survive termination of this Agreement.
NO INVESTMENT, TAX OR TRADING ADVICE
We are not authorised to provide investment, tax or trading advice. Nothing on our website or in our Service is a recommendation to buy or sell securities, futures, options or other investments.
You agree to pay all applicable fees as displayed in our on-line registration or otherwise made available to You. All Subscription fees are payable monthly in advance, and no Subscription services shall be delivered to You unless We have received payment of all applicable fees, including your credit card payment verification, approval and clearance. We may change the monthly payment amount for the Subscription at our sole and absolute discretion.
The initial Subscription period is three months. If You terminate your Subscription within the first three months, no part of the Subscription fee is refunded to You for this period. Thereafter, your Subscription is on a monthly basis. No part of the full monthly Subscription fee is refunded if You terminate in the middle of a month. One weeks’ notice is required via email to terminate your Subscription.
You hereby authorise Us to use the credit card information furnished by You to fulfil your payment obligations under this Agreement. You further represent and warrant that (i) the credit card information You provide (including card number, expiration date, CCV and card holder’s name) is accurate and valid and lawfully authorised for use; (ii) You are intending and expecting your credit card to be charged all fees and payment amounts You have agreed to pay in your subscription; and (iii) the credit card belongs to You or has been authorised for use by You by the valid card holder. Upon expiration of your credit card, You shall notify Us of the new credit card expiration date and any other relevant information pertaining to the credit card.
PRODUCT SUPPORT; OTHER PRODUCTS AND SERVICES; UPGRADES
The price paid by You for the Subscription relates only to your receipt of the Software and the Services, if selected, and to no other products or services, including upgrades or technical support that We may offer from time to time. All support services, including technical support and other services and benefits that may be made available from time to time by Us or an affiliate through our Website or otherwise, and the terms and conditions upon which they are made available (including pricing), may be modified at any time by Us or our affiliate with or without notice.
You shall permit Us by any reasonable and appropriate means to verify that You have complied with the terms of this Agreement and You agree to cooperate fully with any such verification process.
The parties acknowledge that this Agreement expresses their entire understanding and agreement, and that there have been no warranties, representations, covenants or understandings made by either party to the other except such as are expressly set forth herein.
You may not assign any of your rights or delegate any of your obligations hereunder without first obtaining prior written consent from Us.
This Agreement shall be governed by the laws of the State of Queensland (Australia) exclusive of its conflicts of laws, rules or statutes. Furthermore, You irrevocably consent to the jurisdiction of the State of Queensland and the venue for any legal action under this Agreement shall be in any court in Brisbane, Queensland.
Except as specifically permitted in this Agreement, no provision of this Agreement can be, nor be deemed to be, waived, altered, modified or amended unless agreed to in writing signed by an authorised officer of Us.
If any provision of this Agreement is held to be invalid, void or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination shall not affect the validity of the remaining provisions of this Agreement.
DISCLAIMERS AND RISK DISCLOSURE STATEMENTS
Hypothetical or simulated performance results have certain inherent limitations unlike actual performance records: simulated results do not represent actual trading. Also, since the trades have not actually been executed, the results may have under or over compensated of 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 presentation is being made that any account will or is likely to achieve profits or losses similar to those predicted or shown.
Redshell Pty Ltd trading as Global Trading Tools (“Global Trading Tools”) RISK DISCLOSURE STATEMENTS
This statement does not disclose all of the risks and other aspects of trading. You should undertake such transactions only if You understand the nature of the contracts (and contractual relationships) into which You are entering and the extent of your exposure to risk. Trading is not suitable for many members of the public. You should carefully consider whether trading is appropriate for You in light of your experience, objectives, financial resources and other relevant circumstances.
Investments and trading involve risks, including possible loss of principal and other losses. The Software and the Services are designed, provided and/or presented as a training tool. By subscribing to the Software and/or Services, You understand that any trades that will be displayed and/or discussed are based around analysis owned by Redshell Pty Ltd, and are intended to be for educational purposes only. Please read all risk disclosures and agree to accept full responsibility for your own actions or inactions and agree to the limitations of electronic delivery of educational information.
RISK DISCLOSURES: Futures, options and foreign exchange
Transactions in futures carry a high degree of risk. The amount of initial margin is small relative to the value of the futures contract so that transactions are “leveraged”. A relatively small market movement will have a proportionately greater impact on the funds You have deposited or will have to deposit: this may work against You as well as for You. You may sustain a complete loss of your initial margin funds and additional funds deposited with the firm to sustain your position. If the market moves against your position and/or margin levels are increased, You could be called upon to pay substantial additional funds immediately to maintain your position. If You do not comply with a request for additional funds within the time allotted, your position may be liquidated at a loss and You will be liable for any resulting deficit.
The placing of certain orders (e.g. “stop loss” orders, where permitted under local law, 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.
Transactions in options carry a high degree of risk. Purchasers and sellers of options should familiarize themselves with the type of option (ie put or call) which they contemplate trading and the associated risks. You should calculate the extent to which the value of the options must increase for your position to become profitable, taking into account the premium and all transaction costs.
The purchaser of options may offset or exercise the options or allow the options to expire. The exercise of an option results either in a cash settlement or in the purchaser acquiring or delivering the underlying interest. If the option is on a future, the purchaser will acquire a futures position with associated liabilities for margin (see the section on futures above). If the purchased options expire worthless, You will suffer a total loss of your investment which will consist of the option premium plus transaction costs. If You are contemplating purchasing deep out-of-the-money options, You should be aware that the chance of such options becoming profitable ordinarily is remote
Selling (“writing” or “granting”) an option generally entails considerably greater risk than purchasing options. Although the premium received by the seller is fixed, the seller may sustain a loss well in exce3ss of that amount. The seller will be liable for additional margin to maintain the position if the market moves unfavourably. The seller will also be exposed to the risk of the purchaser exercising the option and the seller will be obligated to either settle the option in cash or to acquire or deliver the underlying interest. If the option is on a future, the seller will acquire a position in a future with associated liabilities for margin (see section on futures above). If the position is “covered” by the seller holding a corresponding position in the underlying interest or a future or another option, the risk may be reduced. If the option is not covered, the risk of loss can be unlimited.
Certain exchanges in some jurisdictions permit deferred payment of the option premium, exposing the purchaser to liability for margin payments not exceeding the amount of the premium. The purchaser is still subject to the risk of losing the premium and transaction costs. When the option is exercised or expires, the purchaser is responsible for any unpaid premium outstanding at that time.
You should ask the firm with which You deal about the term and conditions of the specific futures or options which You are trading and associated obligations (e.g. The circumstance under which You may become obligated to make or take delivery of the underlying interest of a futures contract and, in respect of options, expiration dates and restrictions on the time for exercise). Under certain circumstances the specifications of outstanding contracts (including the exercise price of an option) may be modified by the exchange or clearing house to reflect changes in the underlying interest.
Market conditions (e.g. lack of liquidity) and/or the operation of the rules of
certain markets (e.g. The suspension of trading in any contract or contract month because of price limits or “circuit breakers”) may increase the risk of loss by making it difficult r impossible to effect transactions or liquidate/offset positions. If You have sold options, this may increase the risk of loss.
Further, normal pricing relationships between the underlying interest and the future, and the underlying interest and the option may not exist. This can occur when, for example, the futures contract underlying the option is subject to price limits while the option is not. The absence of an underlying reference price may make it difficult to judge “fair” value.
You should familiarize yourself with the protections accorded money or other property You deposit for domestic and foreign transactions, particularly in the event of a firm insolvency or bankruptcy. The extent to which You may recover your money or property may be governed by specified legislation or local rules. In some jurisdictions, property which had been specifically identifiable as your own will be pro-rated in the same manner as cash for purposes of distribution in the event of a shortfall.
Before You begin to trade, You should obtain a clear explanation of all commission, fees and other charges for which You will be liable. These charges will affect your net profit (if any) or increase your loss.
Transactions on markets in other jurisdictions, including markets formally linked to a domestic market, may expose You to additional risk. Such markets may be subject to regulation which may offer different or diminished investor protection. Before You trade You should inquire about any rules relevant to your particular transactions. Your local regulatory authority will be unable to complete the enforcement of the rules of regulatory authorities or markets in other jurisdictions where your transactions have been effected. You should ask the firm with which You deal for details about the types of redress available in both your home jurisdiction and other relevant jurisdictions before You start to trade.
The profit or loss in transactions in foreign currency-denominated contracts (whether they are traded in your own or another jurisdiction) will be affected by fluctuations in currency rates where there is a need to convert from the currency denomination of the contract to another currency.
Most open-outcry and electronic trading facilities are supported by computer-based component systems for the order-routing, execution, matching, registration or clearing of trades. As with all facilities and systems, they are vulnerable to temporary disruption or failure. Your ability to recover certain losses may be subject to limits on liability imposed by the system provider, the market, the clearing house and/or member firms. Such limits may vary; You should ask the firm with which You deal for details in this respect.
Trading on an electronic trading system may differ not only from trading in an open-outcry market but also from trading on other electronic trading systems. If You undertake transactions on an electronic trading system, You will be exposed to risk associated with the system including the failure of hardware and software. The result of any system failure may be that your order is either not executed according to your instructions or is not executed at all.
In some jurisdictions, and only then in restricted circumstances, firms are permitted to effect off-exchange transactions. The firm with which You deal may be acting as your counter party to the transaction. It may be difficult or impossible to liquidate an existing position, to assess the value, to determine a fair price or to assess the exposure to risk. For these reasons, these transactions may involve increased risks. Off-exchange transactions may be less regulated or subject to a separate regulatory regime. Before You undertake such transactions, You should familiarize yourself with applicable rules and attendant risks.
Trading foreign exchange on margin carries a high level of risk, and may not be suitable for all investors. Before deciding to trade foreign exchange You should carefully consider your investment objectives, level of experience, and risks involved. The possibility exists that You could sustain a loss of some or all of your initial investment and potentially more than your initial investment and therefore You should not invest money that You cannot afford to lose. You should be aware of all the risks associated with foreign exchange trading, and seek advice from an independent financial advisor if You have any doubts as to these risks.
Hypothetical performance results have many inherent limitations, some of which are described below. No representation is being made that any account will or is likely to achieve profits or losses similar to those shown. In fact, there are frequently sharp differences between hypothetical performance results and the actual results achieved by any particular trading program. One of the limitations of hypothetical performance results is that they are generally prepared with the benefit of hindsight. In addition, hypothetical trading does not involve financial risk, and no hypothetical trading record can completely account for the impact of financial risk in actual trading.
For example, the ability to withstand losses or to adhere to a particular trading program in spite of trading losses, are material points which can also adversely affect actual trading results. There are numerous other factors related to the markets in general or to the implementation of any specific trading program which cannot be fully accounted for in the preparation of hypothetical performance results and all of which can adversely affect actual trading results.
If You have any questions regarding these Terms and Conditions, please contact Us by e-mail at [email protected]
Last revised: Wednesday 22nd November 2017