End User License Agreement
EULA v2.1 - Effective 17 Aug 2025
NEUROCLOUD LTD - END USER LICENCE AGREEMENT (EULA)
Issued by Neurocloud Ltd Effective Date: 17/08/2025 Jurisdiction of Incorporation: England and Wales
This End User Licence Agreement (the “Agreement” or “Terms”) is a legally binding contract between Neurocloud Ltd, a private limited company incorporated and registered in England and Wales (“Neurocloud,” “Licensor,” “Company,” “we,” or “us”), and you, the end user (“Licensee” or “you”), who accesses, uses, or subscribes to Neurocloud’s proprietary algorithmic trading software, tools, onboarding, or services (collectively, the “Products” or “Licenced Technology”).
PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING, INSTALLING, CONFIGURING, COPYING, OR OTHERWISE USING THE LICENSED TECHNOLOGY, YOU EXPRESSLY AGREE TO BE BOUND BY THESE TERMS.
1. INTERPRETATION
1.1 In this Agreement, the following terms have the meanings set out below:
1.1.1 “Activation Date” means the date on which the Licensee first connects a live trading account to the Licensed Software via the Ancillary Platform.
1.1.2 “Agreement” means this End-User Licence Agreement, including any documents expressly incorporated by reference (such as the Licensor’s then-current privacy policy), as amended from time to time in accordance with Clause 3.
1.1.3 “Ancillary Platform” means the Licensor’s password-protected online interface (currently operating through a white-label integration of third-party technology, including TradeSync) used to facilitate connection of the Licensee’s trading account(s) to the Licensed Software and to display related information.
1.1.4 “APVS” means Alpha Performance Verification Services, an independent verification provider referred to in Clause 17.
1.1.5 “Broker” means any independent third-party broker, dealer, trading platform, venue, or account provider (including, without limitation, Global Next Trade).
1.1.6 “Business Day” means a day (other than a Saturday, Sunday, or public holiday in England) on which banks in London are open for normal business.
1.1.7 “Confidential Information” has the meaning given in Clause 22.1.
1.1.8 “Data Protection Law” means applicable data protection and privacy law, including the UK GDPR and the Data Protection Act 2018, and any mandatory local law that cannot lawfully be excluded.
1.1.9 “Effective Date” has the meaning given in Clause 2.1.
1.1.10 “EA” means the Expert Advisor trading algorithm licensed under this Agreement.
1.1.11 “Fees” means, collectively, the Licence Fee, the Subscription Fee, and any applicable taxes, charges, or other amounts payable under this Agreement.
1.1.12 “Force Majeure Event” has the meaning given in Clause 23.2.
1.1.13 “GNT” means Global Next Trade, an independent Broker referenced in Clause 11. EULA v2.1 - Effective 17 Aug 2025
1.1.14 “GNT-X” means a specific MT5 account type offered by GNT that, according to GNT’s offering, applies particular parameters to the Licensee’s account; any decision to use GNT-X is solely at the Licensee’s discretion (see Clause 11).
1.1.15 “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered, including all applications, renewals, extensions, and rights to claim priority, and all similar or equivalent rights or forms of protection in any part of the world.
1.1.16 “Licence” means the limited rights of use granted to the Licensee under Clause 5.
1.1.17 “Licence Fee” means the one-time fee of USD $14,995 (or such other amount notified in accordance with Clause 9) payable for the Licence.
1.1.18 “Licensed Software” means, collectively, the EA and the Ancillary Platform functionality made available by the Licensor to the Licensee under this Agreement, together with any updates, modifications, enhancements, hotfixes, and maintenance releases supplied by the Licensor in accordance with Clause 12.
1.1.19 “Licensee” means the person or entity accepting this Agreement and to whom the Licence is granted.
1.1.20 “Licensor” means Neurocloud Ltd, a company incorporated in England and Wales, whose principal place of business is Suite 1.01, Tyttenhanger House, Coursers Road, St Albans, Hertfordshire, AL4 0PG, United Kingdom.
1.1.21 “MT5” means MetaTrader 5, a third-party trading platform on which the Licensee’s trades are executed.
1.1.22 “Passcode” means the unique code issued by the Licensor following purchase that the Licensee must input to activate access to the Licensed Software within the Ancillary Platform.
1.1.23 “Payment Service Provider” or “PSP” means any third-party payment processor engaged to process payments on the Licensor’s behalf.
1.1.24 “Pioneer” means Pioneer Asset Management AG, a regulated asset manager referenced in Clause 11.
1.1.25 “Sanctions Laws” means applicable export control, trade, and economic sanctions laws and regulations, including those of the United Kingdom, United States, and European Union, as further addressed in Clause 27; Sanctioned Person shall be construed accordingly.
1.1.26 “Subscription Fee” means the recurring monthly fee of USD $99 (or such other amount notified in accordance with Clause 9) payable for ongoing access to and maintenance of the Licensed Software via the Ancillary Platform.
1.1.27 “Third-Party Materials” means any third-party software, services, libraries, data, or other materials included in, integrated with, or accessed via the Licensed Software.
1.1.28 “Trading Start Date” means the date on which live trading first occurs on the Licensee’s connected trading account using the Licensed Software, as further described in Clause 8.1. EULA v2.1 - Effective 17 Aug 2025
1.1.29 “UK GDPR” means the retained EU law version of the General Data Protection Regulation (EU) 2016/679, as applied in the United Kingdom by the Data Protection Act 2018 and related legislation.
1.2 In this Agreement, unless the context requires otherwise:
(a) references to a person include natural persons, corporate or unincorporated bodies (with or without separate legal personality), and that person’s successors and permitted assigns;
(b) words in the singular include the plural and vice versa;
(c) a reference to a statute or statutory provision is a reference to it as amended, extended, re-enacted, or replaced from time to time and includes subordinate legislation;
(d) including, include, in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding them;
(e) a reference to writing or written includes email and electronic notices given in accordance with Clause 31.10;
(f) headings are for convenience only and do not affect interpretation;
(g) a reference to a Clause is to a clause of this Agreement; and (h) references to USD or $ are to United States dollars, unless otherwise stated.
2. COMMENCEMENT AND DURATION
2.1 This Agreement takes effect on the earlier of (a) the Licensee’s electronic acceptance in accordance with Clause 32, or (b) the Licensee’s first access to or use of the Licensed Software or the Ancillary Platform (the “Effective Date”).
2.2 The licence granted under this Agreement becomes operable only after payment of the applicable Fees in accordance with Clause 9 and activation in accordance with Clause 10. For clarity, acceptance of this Agreement may occur before activation, but no access will be enabled until Fees are received and the activation steps are completed.
2.3 This Agreement continues in force from the Effective Date until terminated in accordance with Clause 28. The licence is revocable in accordance with Clauses 5.6 and 28 and may be suspended pursuant to Clauses 10, 20, 24, or 27 where applicable.
2.4 The Subscription Fee renews monthly in advance unless cancelled, as set out in Clause 9. Cancellation of the subscription affects future renewals only and does not by itself terminate this Agreement; termination must be effected under Clause 28.
2.5 The guarantee period described in Clause 8 runs from the Trading Start Date as defined in that clause and does not alter the Effective Date or the commencement of this Agreement. Disconnection of the Licensed Software to facilitate a refund under Clause 8 will be handled in accordance with Clauses 8 and 29.
2.6 Suspension, restriction, or temporary unavailability of the Licensed Software or the Ancillary Platform (including for maintenance, security, or legal reasons under Clauses 10, 12, or 23) does not constitute termination and does not create a right to any refund except as expressly provided in Clause 8 or as required by mandatory law.
2.7 Termination (whether by the Licensee or the Licensor) shall be effected in accordance with Clause 28. The consequences of termination, including disconnection and post-termination obligations, are set out in Clause 29. Clauses intended to survive termination shall continue as specified in Clauses 28.6 and 29.11. EULA v2.1 - Effective 17 Aug 2025
2.8 Amendments to this Agreement during the term are governed by Clause 3. Continued access to or use of the Licensed Software after the effective date of an amendment constitutes acceptance of the amended terms in accordance with Clause 32.8.
3. AMENDMENTS
3.1 The Licensor may amend this Agreement from time to time to reflect updates to the Licensed Software or Ancillary Platform, changes in law or regulatory guidance, security or risk considerations, corrections or clarifications, or changes to the Licensor’s business or policies.
3.2 The Licensor will notify the Licensee of amended terms by email to the primary address on file and/or by in-product notice within the Ancillary Platform, and will make the amended Agreement reasonably available for review. Notices are deemed received in accordance with Clause 31.10.
3.3 Unless a longer notice period is expressly stated in this Agreement for a specific change (for example, Clause 9.9 for Fee changes), amendments will take effect on the effective date stated in the notice. For changes that materially reduce the Licensee’s contractual rights or impose new material obligations (other than changes required by law or by an urgent security need), the Licensor will provide reasonable advance notice prior to the effective date.
3.4 Continued access to or use of the Licensed Software or the Ancillary Platform on or after the effective date of an amendment constitutes the Licensee’s acceptance of the amended Agreement, as further described in Clause 32.8. If the Licensee does not agree to an amendment, the Licensee may terminate this Agreement before the amendment’s effective date in accordance with Clause 28. Termination does not entitle the Licensee to any refund except as expressly provided in Clause 8.
3.5 The Licensor may, at its discretion, require the Licensee to indicate acceptance of amended terms by affirmative action (for example, by clicking “I Agree” or re-entering a passcode). Failure to complete such action by the stated deadline may result in suspension of access until acceptance is recorded.
3.6 Notwithstanding the foregoing, any amendment that materially and adversely affects the Licensee’s rights or obligations shall only take effect where the Licensee has expressly re-assented to such amendment. If the Licensee does not so assent, the Licensee may terminate the Agreement and shall be entitled to a pro-rata refund of any pre-paid Licence Fees corresponding to the unused portion of the Licence Term.
3.7 Amendments to the Licensed Software or Ancillary Platform themselves (including changes to features, performance, integrations, or availability) are governed by Clause 12 and do not of themselves amend this Agreement unless expressly stated.
3.8 Changes to the Licensor’s privacy practices will be handled in accordance with Clause 21 and applicable data protection law. Where required by law, the Licensor will seek the Licensee’s consent for material changes to processing for which the Licensor acts as controller.
3.9 The Licensor will maintain or make available a record of the effective date of the current version of this Agreement. The Licensor’s acceptance records (including timestamps, IP addresses, and acceptance artefacts) constitute prima facie evidence of the version agreed, without prejudice to the Licensee’s rights at law.
3.10 In the event of any conflict between an amendment notice and the text of the amended Agreement, the text of the amended Agreement prevails. Order-of-precedence rules are set out in Clause 31.2. EULA v2.1 - Effective 17 Aug 2025
4. NATURE OF SERVICES, REGULATORY STATUS, AND DISCLAIMER OF REGULATED ACTIVITY
4.1 The Licensee acknowledges and agrees that Neurocloud Ltd (the “Licensor”) is engaged solely in the development, licensing, and maintenance of proprietary software solutions, including the Expert Advisor trading algorithm and the Ancillary Platform (together, the “Licensed Software”). The Licensed Software is a technological tool. The Licensor provides technology and related support only.
4.2 The Licensor does not accept or hold client funds, does not maintain custody over any trading account, and does not place, execute, modify, or manage trades or positions for the Licensee. All trading activity is initiated, configured, and conducted solely by the Licensee through the Licensee’s own independently selected broker and trading account(s).
4.3 The Licensor does not provide investment advice, recommendations, portfolio management, suitability or appropriateness assessments, trading signals amounting to advice, or any other advisory or discretionary services. Any references to performance, configurations, broker offerings, or parameters are illustrative and informational only and shall not be construed as a solicitation, endorsement, or inducement to trade. Clause 15 (No Financial Advice Disclaimer) applies.
4.4 The Licensor is not, and shall not be deemed to be, a broker-dealer, introducing broker, investment adviser, commodity trading advisor, commodity pool operator, futures commission merchant, or any similar regulated person or firm. The Licensor does not undertake any activity requiring authorisation or registration with the Financial Conduct Authority (FCA), the U.S. Securities and Exchange Commission (SEC), the U.S. Commodity Futures Trading Commission (CFTC), the National Futures Association (NFA), or any equivalent authority in any jurisdiction.
4.5 The Licensor does not receive commissions, rebates, spreads, transaction-based remuneration, or other payments from any broker, dealer, or trading venue in connection with the Licensee’s trading activity. Any commercial arrangements the Licensor may have with third parties (including regulated asset managers) relate to technology licensing and are separate from, and do not affect, the independence of the Licensee’s broker relationship. Nothing in this Agreement shall be construed as the Licensor introducing, recommending, or arranging accounts for the Licensee.
4.6 The Licensee bears sole responsibility for selecting and maintaining broker relationships and trading account(s); configuring and controlling all risk settings, parameters, and capital allocations; determining whether use of the Licensed Software is suitable in light of the Licensee’s objectives, experience, and risk tolerance; and complying with all applicable laws, rules, and broker or venue requirements in every relevant jurisdiction.
4.7 No fiduciary, advisory, agency, partnership, joint venture, or similar relationship arises between the Licensor and the Licensee (or between the Licensor and any broker, dealer, venue, or other third party) by virtue of this Agreement or the Licensee’s use of the Licensed Software. The Licensor owes no duties to monitor, supervise, or act in the best interests of the Licensee beyond the express contractual obligations set out in this Agreement. Clause 11 addresses third-party platforms and brokers.
4.8 The Licensor shall ensure that any communication which could reasonably be regarded as a financial promotion or as an invitation or inducement to engage in investment activity is (a) approved by an FCA-authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000; or (b) directed only to persons to whom such promotion may lawfully be made or who fall within an applicable exemption.
4.9 In the United States, the Licensor’s promotional communications shall, as a matter of policy, adhere to standards materially consistent with prevailing SEC and CFTC/NFA advertising guidance (including fair and balanced presentation, no unsubstantiated claims, and prominent disclosure of material limitations), irrespective of whether the Licensor is required to register. EULA v2.1 - Effective 17 Aug 2025
4.10 Nothing in this Clause 4 affects the disclaimers and allocation of responsibility in Clauses 14 to 16 or the statements regarding brokers and third-party platforms in Clause 11.
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5. LICENCE GRANT
5.1 Subject to the Licensee’s continuing compliance with this Agreement (including payment of Fees under Clause 9), the Licensor grants to the Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable, worldwide licence to access and use the Licensed Software, in object-code form only, via the Ancillary Platform, solely for operating the Licensee’s own trading account(s) for internal purposes during the term of this Agreement.
5.2 The licence granted under Clause 5.1 confers rights of use only and does not transfer any ownership or Intellectual Property Rights in the Licensed Software, the Ancillary Platform, or any related materials. No rights are granted by implication, estoppel, or otherwise beyond those expressly set out in this Agreement.
5.3 The licence is conditioned upon: (a) the Licensee’s timely payment of all Fees and charges when due; (b) the Licensee’s compliance with Clauses 6 and 7 and all other applicable provisions of this Agreement; and (c) the Licensee maintaining a supported technical environment as described in Clauses 10, 12, and 19. Failure to satisfy any condition entitles the Licensor to suspend or revoke access in accordance with Clause 28.
5.4 Access to and use of the Licensed Software is limited to the Licensee and to the functionality, capacity limits, and connection allowances enabled in the Licensee’s account from time to time. The Licensee shall not share, assign, sell, rent, lease, time-share, outsource, or otherwise make the Licensed Software, the Ancillary Platform, or any access credentials, passcodes, tokens, or licence keys available to any third party.
5.5 The Licensed Software is provided solely through the Ancillary Platform. The Licensor is under no obligation to deliver source code, make available underlying algorithms, or provide local installable copies, SDKs, or technical documentation beyond what the Licensor elects to provide in its discretion.
5.6 The Licensor may suspend, restrict, or revoke the licence, in whole or in part, immediately upon written notice where the Licensor reasonably determines that the Licensee is in breach of this Agreement (including Clauses 6, 7, 10, 19, or 27), where continued access would pose a security, legal, or regulatory risk, or where Fees remain unpaid after notice, without prejudice to any other rights or remedies.
5.7 All updates, modifications, enhancements, hotfixes, and maintenance releases supplied by the Licensor form part of the Licensed Software and are licensed on the terms of this Agreement, subject to Clause 12. Any optional or premium features that the Licensor elects to offer for an additional charge are outside the scope of this licence unless expressly stated otherwise.
5.8 The licence is personal to the Licensee and shall not be used on behalf of any third party, as part of any managed account or pooled vehicle, or in any manner that would constitute regulated financial services in any applicable jurisdiction. The Licensee’s use must at all times comply with Clauses 4, 11, and 15 and with all applicable laws, rules, and regulations.
5.9 The rights granted under this Clause 5 commence on activation in accordance with Clause 10 and continue until terminated in accordance with Clause 28. Upon termination or expiry, the licence automatically ceases and Clause 29 applies.
6. LICENCE RESTRICTIONS
6.1 The Licensee shall not, and shall not permit any third party to: EULA v2.1 - Effective 17 Aug 2025
6.1.1 copy, reproduce, duplicate, or otherwise replicate the Licensed Software or any part of it;
6.1.2 modify, adapt, translate, port, or create derivative works from the Licensed Software;
6.1.3 attempt to reverse engineer, decompile or disassemble the Licensed Software, except to the extent that such activity is expressly permitted by applicable law (including for the purposes of achieving interoperability with other software programs);
6.1.4 sell, sublicense, assign, pledge, rent, lease, lend, time-share, outsource, provide as a managed service, or otherwise transfer or make the Licensed Software (or any access credential, passcode, token, or licence key) available to any third party;
6.1.5 use the Licensed Software on behalf of, or for the benefit of, any third party or in any service-bureau, managed-account, copy-trading, signal-redistribution, or pooled-vehicle arrangement, except as expressly permitted in this Agreement;
6.1.6 circumvent, disable, interfere with, or otherwise breach any security, usage, metering, or access-control mechanism, including attempting to defeat technical protection measures or licence enforcement;
6.1.7 remove, alter, or obscure any proprietary, confidentiality, copyright, trademark, or other rights notices;
6.1.8 access or use the Licensed Software to design, build, train, support, or improve a product or service that is the same as or substantially similar to, or that competes with, the Licensed Software or the Licensor’s business;
6.1.9 publish, disclose, or disseminate performance tests, benchmarks, or evaluations of the Licensed Software without the Licensor’s prior written consent;
6.1.10 scrape, harvest, crawl, or use automated data-extraction or load-testing tools against the Ancillary Platform or the Licensed Software, except as expressly authorised in writing by the Licensor and subject to applicable rate limits and technical guidelines;
6.1.11 use the Licensed Software for any unlawful, fraudulent, infringing, or prohibited purpose, including any purpose that would breach applicable financial services, market abuse, consumer protection, data protection, export control, or sanctions laws; or
6.1.12 facilitate, aid, abet, or knowingly permit any person to engage in any of the foregoing.
6.2 The Licensed Software may include or interoperate with Third-Party Materials. The Licensee shall comply with the applicable terms of use or licence for any Third-Party Materials and acknowledges that ownership in such materials remains with the relevant third party. Nothing in this Agreement grants the Licensee any rights in Third-Party Materials beyond those necessary for the Licensed Software to operate as provided by the Licensor.
6.3 The licence granted in Clause 5 is personal to the Licensee. Any attempt to assign, transfer, encumber, or otherwise deal with the licence or any access credentials in breach of this Agreement is void and constitutes a material breach.
6.4 Any breach of this Clause 6 constitutes a material breach of this Agreement and, without limiting any other rights or remedies, entitles the Licensor to suspend or terminate access in accordance with Clause 28, seek injunctive or other equitable relief, and recover damages, costs, and expenses (including reasonable legal and expert fees) arising from the breach.
6.5 The Licensee acknowledges that the Licensed Software embodies confidential information and trade secrets of the Licensor and/or its licensors. Unauthorised use or disclosure would EULA v2.1 - Effective 17 Aug 2025
cause irreparable harm for which monetary damages may be inadequate. The Licensor shall be entitled to seek immediate injunctive relief in addition to any other remedies available at law or in equity.
6.6 The restrictions in this Clause 6 survive termination or expiry of this Agreement and continue for so long as the Licensed Software (or any part of it) remains protected by Intellectual Property Rights or applicable law.
7. SCOPE OF USE
7.1 The Licensee is authorised to use the Licensed Software solely for operating the Licensee’s own trading account(s) via the Ancillary Platform, and strictly in accordance with this Agreement. Use is personal to the Licensee and for internal purposes only.
7.2 The Licensee acknowledges that the Licensed Software is designed to operate with a recommended minimum account balance of USD $5,000 (or equivalent). Operating below this level may result in non-optimal behaviour, including missed or rejected trades due to margin constraints. The Licensor shall have no responsibility for missed trades, reduced performance, or other impacts arising from the Licensee’s decision to operate below the recommended level, and the Licensee remains solely responsible for ensuring sufficient margin and leverage at all times.
7.3 All trading parameters and risk settings (including, without limitation, lot sizing, risk per trade, symbols enabled/disabled, trading hours, and any advanced filters) are selected and controlled exclusively by the Licensee. The Licensor shall not be deemed to exercise discretion or control over the Licensee’s trading activity. Any default or example settings, templates, or walkthroughs provided by the Licensor are illustrative only and do not constitute advice or a recommendation. The Licensee should review and, where necessary, re-validate its settings following updates or changes described in Clause 12.
7.4 The Licensee is solely responsible for establishing and maintaining the connection of their trading account(s) to the Ancillary Platform, verifying on an ongoing basis that the connection and execution are functioning as intended, monitoring orders and positions, ensuring compliance with broker rules and symbol specifications, and taking prompt remedial action (including disconnecting the Licensed Software) in the event of errors, interruptions, or unexpected behaviour. The Licensor does not monitor the Licensee’s connection or account and has no obligation to detect, notify of, or correct issues on the Licensee’s behalf (see Clauses 10, 14 to 16).
7.5 The Licensee shall not use the Licensed Software on behalf of any third party; as part of any managed account service, pooled investment vehicle, or copy-trading/signal redistribution arrangement not expressly approved in writing by the Licensor; to provide services that are the same as or substantially similar to regulated investment or brokerage services; or in any manner that would constitute regulated financial services in any applicable jurisdiction (see Clauses 4, 11, and 15).
7.6 Any use of the Licensed Software must comply with all applicable laws, rules of relevant trading venues and brokers, export control and sanctions laws (Clause 27), and this Agreement. Breach of Clause 7.5 (or persistent failure to comply with Clause 7.4 after notice) constitutes a material breach and may result in suspension or termination under Clause 28, without prejudice to the Licensor’s other rights and remedies.
8. 30-DAY SATISFACTION GUARANTEE
8.1 The Licensor offers the Licensee a thirty (30) day satisfaction guarantee in respect of the one-time Licence Fee. The guarantee period begins on the date live trading first occurs on the Licensee’s connected trading account using the Licensed Software (the “Trading Start Date”), as evidenced by execution logs visible to the Licensor via the Ancillary Platform or other reasonable records. EULA v2.1 - Effective 17 Aug 2025
8.2 To exercise the guarantee, the Licensee must give written notice to info@neurocloud.co within thirty (30) days of the Trading Start Date stating that they are not satisfied and requesting a refund of the Licence Fee. Upon receipt of such notice, the Licensor will disable the Licensed Software in respect of the Licensee’s account. The Licensee acknowledges that the Licensor does not close positions or manage the Licensee’s trading account; any open positions remain the Licensee’s sole responsibility.
8.3 The Licensor may reasonably request information necessary to verify eligibility and process the request (including confirmation of the Trading Start Date and the account identifier connected to the Ancillary Platform). Eligibility for the guarantee is conditional on:
the Licensed Software having been connected to a live trading account and trades having been executed;
the Licensee not being in material breach of this Agreement; and
the Licensee cooperating in good faith to allow disconnection of the Licensed Software.
8.4 If the Licensee validly exercises the guarantee, refunds will be made in full save that the Licensor may deduct only such third-party payment processing costs as are demonstrably non-recoverable and shall provide an itemised statement of such deductions upon request.
8.5 The Licensor will process an approved refund within a reasonable period after, (a) disconnection of the Licensed Software from the Licensee’s account and (b) receipt of any information reasonably required under Clause 8.3, and in any event no later than ten (10) business days thereafter.
8.6 The guarantee applies only to the one-time Licence Fee for a first-time purchase of the Licensed Software by the Licensee and does not apply to Subscription Fees or to any subsequent purchases, renewals, upgrades, or separate services. No pro-rata or partial refunds are provided for periods of non-use.
8.7 The guarantee is offered per Licensee. The Licensor may decline repeat claims that, in the Licensor’s reasonable opinion, constitute abuse of the guarantee or are associated with related accounts acting in concert. Initiating a chargeback or payment dispute before allowing the Licensor a reasonable opportunity to process a refund under this Clause 8 may delay or void eligibility and the Licensor reserves the right to contest such chargeback.
8.8 After expiry of the thirty (30) day period, the Licence Fee is strictly non-refundable, regardless of use, results achieved, or subsequent disconnection, except to the extent a refund is required by mandatory law.
8.9 Nothing in this Clause 8 affects any non-waivable statutory rights of the Licensee under applicable law. Where a refund of taxes is not permitted by law or by the applicable tax authority, such amounts will not be refunded.
9. FEES AND PAYMENT
9.1 The Licensee shall pay a one-time licence fee of USD $14,995 at the time of purchase and in cleared funds before access to the Licensed Software is activated.
9.2 In addition to the Licence Fee, the Licensee shall pay a recurring subscription fee of USD $99 per calendar month for ongoing access to and maintenance of the Licensed Software via the Ancillary Platform. The subscription commences on the date the Licensee first connects their trading account to the Licensed Software (the “Activation Date”) and renews monthly in advance unless cancelled in accordance with this Agreement. The Subscription Fee is separate from, and not covered by, the satisfaction guarantee in Clause 8. EULA v2.1 - Effective 17 Aug 2025
9.3 All payments shall be made using a payment method accepted by the Licensor or its appointed payment processor at the time of purchase. By providing a payment method, the Licensee authorises the Licensor (or its processor) to store the relevant payment token and to automatically charge the Subscription Fee on each renewal until cancellation.
9.4 All amounts are stated and payable in United States dollars (USD), exclusive of taxes. The Licensee is responsible for any applicable sales tax, VAT, GST, withholding, duties, or other governmental charges. If the Licensee is required by law to withhold taxes, the Licensee shall pay such additional amounts as are necessary to ensure the Licensor receives the full amount it would have received absent such withholding.
9.5 The Licensee may cancel future subscription renewals at any time via the in-app cancellation mechanism described in Clause 9.14 or by written notice to info@neurocloud.co.
9.6 Where a refund of the Licence Fee is due under Clause 8, the refunded amount will be net of payment service provider fees, banking charges, currency conversion costs, and other third-party processing costs incurred in connection with the original payment or the refund. Subscription Fees are not refundable.
9.7 If any payment is declined, returned, or otherwise fails to clear, the Licensor may suspend access to the Licensed Software and the Ancillary Platform until full payment is received. The Licensor is not liable for any losses, missed trades, or reduced performance resulting from such suspension. If a chargeback or payment dispute is initiated without first providing the Licensor a reasonable opportunity to resolve the matter, the Licensor may treat such action as a material breach and seek recovery of associated fees and costs.
9.8 Currency conversion and related banking charges are the responsibility of the Licensee. The amount actually charged may vary due to exchange rates applied by the Licensee’s bank or card issuer.
9.9 The Licensor may adjust Fees prospectively by giving the Licensee not less than thirty (30) days’ notice. Any change will take effect on the next renewal following the notice period and will not affect the scope of the satisfaction guarantee already provided in Clause 8.
9.10 Where the Licensee is a consumer in the UK/EU, the Licensee expressly requests and consents to immediate provision of digital content and acknowledges that this immediate supply means the statutory right to withdraw within 14 days does not apply. This does not affect the 30-Day Satisfaction Guarantee in Clause 8.
9.11 Except as expressly provided in Clause 8, all Fees paid are non-refundable, whether or not the Licensed Software is used or remains connected.
9.12 At checkout the Licensor will present the recurring billing terms in a clear and conspicuous manner and obtain the Licensee’s express informed consent to auto-renewal by way of an affirmative checkbox or equivalent unambiguous action.
9.13 The Licensor will provide a renewal reminder by email sent a reasonable period (typically three (3) to seven (7) days) before each monthly renewal.
9.14 The Licensor will make available a self-serve cancellation mechanism accessible through account settings within the Ancillary Platform that enables the Licensee to cancel renewal at any time with minimal steps. Cancellation takes effect for future renewals and the Licensee will receive immediate confirmation of cancellation via email.
9.15 Nothing in this Clause 9 obliges the Licensor to provide pro-rata refunds except as expressly set out in Clause 8 or required by mandatory law. EULA v2.1 - Effective 17 Aug 2025
10. ACCESS TO ANCILLARY PLATFORM
10.1 Following payment of the applicable Fees, the Licensee shall create an account on the Ancillary Platform and establish their own secure login credentials. To activate access to functionality associated with the Licensed Software, the Licensee must enter the unique passcode provided by the Licensor after purchase. Access is personal to the Licensee, non-transferable, and must not be shared, disclosed, or otherwise made available to any third party.
10.2 The Ancillary Platform is provided for the Licensee’s convenience to facilitate connection of the Licensee’s trading account(s) to the Licensed Software and to display related performance and operational information. The Licensee acknowledges that the Ancillary Platform operates using a white-label integration of third-party technology (currently TradeSync) and may interoperate with other third-party systems (including MT5 and broker platforms) that are outside the Licensor’s control.
10.3 The Licensee is solely responsible for establishing and maintaining the connection between their trading account(s) and the Ancillary Platform, for verifying on an ongoing basis that such connection is functioning as intended, and for promptly taking any remedial action the Licensee deems necessary. The Licensor does not monitor the Licensee’s connection on their behalf and has no obligation to detect, notify of, or correct connection issues (see also Clauses 19 and 16).
10.4 The Licensor shall have no responsibility or liability for any loss, missed trade, execution difference, delay, error, or other impact arising from or related to faults, outages, degradations, misconfigurations, or interruptions in the Ancillary Platform, the TradeSync backend, MT5, broker or exchange systems, telecommunications or hosting providers, the Licensee’s devices or networks, or other third-party services, subject to the limitations and disclaimers set out elsewhere in this Agreement (including Clauses 14 to 16, 23, and 24).
10.5 Access to the Ancillary Platform may be suspended temporarily for scheduled or emergency maintenance, updates, security measures, or changes required by third-party providers. Where reasonably practicable, the Licensor will provide advance notice of scheduled work and will use reasonable efforts to minimise disruption and restore access promptly. The Licensor shall not be liable for losses arising from such suspension, provided the Licensor acts consistently with this Clause 10 and Clause 12.
10.6 Passcodes, licence keys, tokens, and similar access controls may be unique to the Licensee and subject to rotation, expiry, or revocation where the Licensor reasonably suspects compromise, misuse, or non-compliance, or where rotation is advisable for security or compliance reasons. Replacement credentials may be issued upon verification and at the Licensor’s discretion. Any suspected compromise must be reported without undue delay in accordance with Clause 19.
10.7 The Licensee must ensure that their environment (including operating systems, devices, network connectivity, MT5 configurations, and broker credentials) meets the Licensor’s then-current technical requirements. The Licensor is not obliged to support obsolete, insecure, end-of-life, or non-compliant configurations (see Clauses 12.7 and 19.4).
10.8 Information presented via the Ancillary Platform (including performance metrics and analytics) is provided on an “as is” and “as available” basis, may be delayed, incomplete, or subject to revision, and should not be relied upon as the sole basis for decision-making. Without limiting Clause 16, the Licensee understands that such information is illustrative and that actual results may differ.
10.9 For the avoidance of doubt, access to the Ancillary Platform does not grant the Licensor any custody of funds or discretionary authority over the Licensee’s account(s). The Licensor will not place, modify, or cancel trades for the Licensee and will not manage the Licensee’s positions (see Clauses 4 and 15). EULA v2.1 - Effective 17 Aug 2025
10.10 Suspected misuse of access (including sharing credentials or attempting to circumvent access controls) may result in suspension or termination in accordance with Clauses 20 and 28, without prejudice to any other rights or remedies available to the Licensor.
11. THIRD-PARTY PLATFORMS AND BROKERS
11.1 The Licensed Software may be used with trading accounts provided by independent third-party brokers or platforms, including, without limitation, the GNT-X account type offered by Global Next Trade (“GNT”). Any decision by the Licensee to open, maintain, or operate a trading account with GNT or any other broker or platform is made solely at the Licensee’s own discretion, initiative, and risk, and shall not be construed as a recommendation, solicitation, or endorsement by the Licensor.
11.2 Where the Licensee elects to open an account with GNT, the Licensor may, for administrative convenience only, make available a link that routes the Licensee to an account-opening pathway administered by Pioneer Asset Management AG (“Pioneer”), a regulated asset manager. The Licensor is not a party to, and does not control, any introducing-broker arrangements operated by Pioneer, and has no involvement in the Licensee’s onboarding, know-your-customer/suitability assessments, approvals, or ongoing broker relationship. The Licensee remains free to use any broker of their choosing; use of GNT (or any link provided) is not required to access the Licensed Software.
11.3 The Licensee acknowledges that each broker, as an independent provider, determines and charges its own fees as published by that broker from time to time. By way of example only, GNT’s trading transactions may be subject to a broker fee stated by GNT on a per-transaction basis. Such fees are set and collected solely by the broker (not by the Licensor), may change without notice, and are payable by the Licensee directly to the broker in accordance with the broker’s terms.
11.4 For transparency, certain fees collected by GNT may be allocated by GNT to Pioneer under arrangements between those parties. Separately, the Licensor licenses elements of its technology to Pioneer under a distinct technology licensing agreement. Any amounts paid by Pioneer to the Licensor are paid from Pioneer’s own revenues, are not paid by GNT or the Licensee, are not conditioned on the opening of any particular account, are not calculated by reference to the performance of any identified Licensee, and do not affect the price or availability of the Licensed Software. The Licensee is free to use any broker, and the Licensor neither requires nor incentivises use of any particular broker, and any amounts paid by Pioneer to the Licensor are not directly calculated by reference to the trading volume or value of transactions of any identified Licensee.
11.5 The Licensor does not act, and shall not be deemed to act, as a broker, dealer, introducing broker, investment adviser, commodity trading advisor, commodity pool operator, futures commission merchant, or in any other capacity requiring registration or authorisation with the Financial Conduct Authority (FCA), the United States Securities and Exchange Commission (SEC), the United States Commodity Futures Trading Commission (CFTC), the National Futures Association (NFA), or any equivalent authority. The Licensor does not receive any commissions, rebates, spreads, or other transaction-based remuneration from any broker, dealer, or trading venue in connection with the Licensee’s trading activity. Nothing in this Agreement constitutes investment advice, a recommendation, or an inducement to trade (see Clause 15).
11.6 The Licensor shall not receive any commission, rebate, spread, revenue share, or other consideration that is calculated by reference to the opening of a particular Licensee account, the trade volume or value of transactions of any identified Licensee, or the performance of any identified Licensee. Any amounts paid to the Licensor by third parties are fixed-fee technology licensing payments that are not contingent upon any Licensee’s trading activity with any particular broker. EULA v2.1 - Effective 17 Aug 2025
11.7 The Licensor shall not require, incentivise, or steer the Licensee to use any particular Broker, account type, route, or fee schedule, and shall not design purchase flows that disadvantage use of alternative Brokers vis-à-vis the Licensed Software.
11.8 Where the Licensor provides links or pathways to third-party account opening, such links are provided for convenience only and on a non-exclusive basis. The Licensee remains free to select any Broker of its choosing, and use of any linked Broker is not a condition of purchasing or using the Licensed Software.
11.9 The Licensor may publish high-level disclosures describing the existence of third-party technology licensing arrangements and will update such disclosures from time to time. Such disclosures do not modify the obligations in Clauses 4.5 and 11.6.
12. UPDATES, MODIFICATIONS, AND MAINTENANCE
12.1 The Licensor may from time to time, and at its sole discretion, modify, enhance, patch, or otherwise update the Licensed Software or the Ancillary Platform, including by adding, changing, or removing features, correcting errors, improving performance, addressing security vulnerabilities, or adapting to changes in third-party systems.
12.2 The Licensor does not undertake to maintain any particular feature, function, interface, or compatibility profile, and gives no assurance that future versions will be backward-compatible with prior configurations, workflows, or third-party integrations. The Licensee is responsible for reviewing release notes and adjusting its own configurations as necessary.
12.3 Access to the Licensed Software or the Ancillary Platform may be suspended temporarily for scheduled or emergency maintenance. Where reasonably practicable, the Licensor will provide reasonable advance notice of scheduled maintenance and will use reasonable efforts to minimise disruption and restore access promptly following any suspension.
12.4 The Licensor may deprecate or discontinue a non-core feature or integration where continued support is no longer commercially reasonable (including due to third-party changes or risk considerations). Where the change is material and reasonably foreseeable, the Licensor will use reasonable efforts to provide prior notice and, where feasible, a transition path or alternative. Nothing in this Clause 12.4 obliges the Licensor to develop a replacement feature or integration.
12.5 The operation of the Licensed Software depends on third-party platforms and services outside the Licensor’s control (including, without limitation, broker platforms, MetaTrader/MT5, the TradeSync backend, hosting, networking, and authentication providers). Updates or outages affecting such third parties may necessitate changes by the Licensor or may temporarily impair functionality. The Licensor shall not be liable for any loss, delay, or reduced performance resulting from such third-party actions or omissions, subject to the limitations set out in this Agreement.
12.6 The Licensor may deploy hotfixes, configuration changes, or security updates without prior notice where the Licensor reasonably considers this necessary to maintain security, integrity, or stability. The Licensee acknowledges that prompt implementation of such measures may be essential to protect all users and systems.
12.7 The Licensee remains responsible for maintaining supported environments, including operating systems, devices, network connectivity, broker credentials, and MT5 configurations that meet the Licensor’s then-current technical requirements. The Licensor has no obligation to support obsolete, insecure, or end-of-life environments.
12.8 Updates, modifications, enhancements, and maintenance activities may affect the behaviour or performance of the Licensed Software. The Licensee acknowledges and agrees that the Licensor shall have no liability for missed trades, execution differences, or other impacts arising from such changes, provided the Licensor has acted in accordance with this Clause 12 and the other terms of this Agreement. EULA v2.1 - Effective 17 Aug 2025
12.9 All updates and modifications supplied by the Licensor form part of the Licensed Software and are subject to this Agreement. Any new modules or premium functionality that the Licensor elects to offer for an additional charge shall be licensed separately unless expressly stated otherwise.
12.10 Nothing in this Clause 12 shall be construed as investment advice or as an undertaking to achieve any particular trading outcome. This Clause 12 is to be read together with Clauses 10, 14 to 16, 23, and 24.
13. INTELLECTUAL PROPERTY OWNERSHIP
13.1 The Licensee acknowledges and agrees that all rights, title, and interest in and to the Licensed Software, the Ancillary Platform user interface, all related documentation, specifications, designs, algorithms, models, templates, scripts, compilations, and know-how, together with all associated Intellectual Property Rights, are and shall remain the exclusive property of the Licensor and/or its licensors. No ownership rights are transferred to the Licensee under this Agreement.
13.2 The Licensed Software is licensed, not sold. The Licensee acquires only the limited rights of use expressly set out in this Agreement, and all rights not expressly granted are reserved. Without limitation, nothing in this Agreement grants any right to access or obtain source code, underlying algorithms, data models, or technical documentation beyond what the Licensor elects to make available.
13.3 The Licensee shall not remove, alter, or obscure any copyright, trademark, confidentiality, or other proprietary rights notices appearing in or on the Licensed Software, the Ancillary Platform, or any related materials, and shall reproduce such notices on any permitted copies.
13.4 All trade names, trademarks, service marks, logos, and domain names of the Licensor (including “Neurocloud” and any related marks) are the exclusive property of the Licensor. The Licensee shall not use any such marks, or hold itself out as being affiliated with or endorsed by the Licensor, except as expressly permitted in writing by the Licensor.
13.5 The Licensed Software and/or Ancillary Platform may contain or interoperate with third-party software, services, libraries, data, or other materials (“Third-Party Materials”). Rights in any Third-Party Materials are retained by their respective owners and are supplied subject to their applicable terms. The Licensor makes no representation as to, and shall have no liability in respect of, the Third-Party Materials beyond the extent required by applicable law.
13.6 To the extent any open-source components are included within the Licensed Software or Ancillary Platform, such components are provided under the applicable open-source licences, copies of which the Licensor will make available upon reasonable request. In the event of any conflict between this Agreement and the applicable open-source licence terms, the open-source licence terms shall prevail solely for the relevant components.
13.7 If the Licensee provides to the Licensor any ideas, suggestions, enhancement requests, feedback, or recommendations relating to the Licensed Software or the Ancillary Platform (collectively, “Feedback”), the Licensor may use, disclose, reproduce, license, distribute, and otherwise exploit such Feedback without restriction or obligation to the Licensee. The Licensee hereby assigns (by way of present assignment of future rights) all Intellectual Property Rights in the Feedback to the Licensor to the fullest extent permitted by law.
13.8 As between the parties, any data, content, or materials input or uploaded by the Licensee into the Ancillary Platform from the Licensee’s systems or trading accounts shall remain the property of the Licensee. The Licensee grants the Licensor a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, and process such data solely for the purpose of providing the Licensed Software and Ancillary Platform and otherwise performing the Licensor’s obligations under this Agreement, subject to Clause 21 (Data Protection and Privacy). EULA v2.1 - Effective 17 Aug 2025
13.9 The Licensee acknowledges that unauthorised use or disclosure of the Licensed Software, the Ancillary Platform, or any related proprietary materials would cause irreparable harm to the Licensor for which monetary damages may be an inadequate remedy. Without limiting any other rights or remedies, the Licensor shall be entitled to seek immediate injunctive or equitable relief to prevent or restrain any actual or threatened breach of this Clause 13.
13.10 The provisions of this Clause 13 shall survive termination or expiry of this Agreement.
14. RISK DISCLOSURE AND DISCLAIMERS
14.1 The Licensee acknowledges and understands that trading in financial markets, including but not limited to foreign exchange (forex), commodities, indices, and other derivative instruments, involves a high degree of risk and is not suitable for all investors. The value of investments and the income derived from them can go down as well as up, and the Licensee may sustain substantial losses, including a loss of all capital invested.
14.2 The Licensee further acknowledges that the use of the Licensed Software, including the Expert Advisor (EA) and the Ancillary Platform, does not eliminate trading risk. The Licensed Software is a technological tool that operates according to programmed logic and settings configured by the Licensee. Past performance of the Licensed Software, or of any trading account using the Licensed Software, is not indicative of future results and does not guarantee any level of profitability or success.
14.3 The Licensee confirms that they have carefully considered their financial situation, investment objectives, level of trading experience, and risk tolerance before purchasing the Licensed Software and that they are willing and able to bear the risk of loss that may result from its use. The Licensee is solely responsible for conducting their own due diligence and for making all trading decisions independently.
14.4 The Licensor makes no representation, warranty, or undertaking, express or implied, as to:
14.4.1 the profitability of any trades executed using the Licensed Software;
14.4.2 the accuracy, completeness, or timeliness of any data or signals generated by or accessible through the Licensed Software;
14.4.3 the continuous, uninterrupted, or error-free operation of the Licensed Software or Ancillary Platform; or
14.4.4 the suitability of the Licensed Software for any particular trading style, market condition, or investment strategy.
14.5 The Licensee acknowledges that trading results may be adversely affected by, without limitation, market volatility, slippage, liquidity constraints, execution delays, changes in market conditions, broker performance, internet or communication failures, third-party system outages, force majeure events, or the Licensee’s own trading account settings. The Licensor shall have no liability for any losses, missed trades, or other negative outcomes arising from such factors.
14.6 The Licensee accepts full responsibility for monitoring the operation of the Licensed Software and for closing, modifying, or otherwise managing trades as they deem appropriate. The Licensor does not and will not monitor, intervene in, or manage the Licensee’s trading account or positions on their behalf.
14.7 The Licensee acknowledges that they have read, understood, and accepted the disclosures in this Clause 14, and that no representation has been made to them by the Licensor or any of its representatives that could reasonably be interpreted as a guarantee of performance, return, or outcome from the use of the Licensed Software.
14.8 The provisions of this Clause 14 shall survive termination or expiry of this Agreement. EULA v2.1 - Effective 17 Aug 2025
15. NO FINANCIAL ADVICE DISCLAIMER
15.1 The Licensee acknowledges and agrees that the Licensed Software, the Ancillary Platform, and all related documentation, dashboards, analytics, demonstrations, case studies, marketing materials, and communications made available by the Licensor are provided for informational and educational purposes only and do not constitute investment advice, investment research, a recommendation, an offer, or a solicitation to buy, sell, or otherwise transact in any security, commodity, currency pair, derivative, or other financial instrument.
15.2 The Licensor does not provide personalised or generalised investment advice, portfolio management, suitability assessments, or any guidance taking into account the Licensee’s individual circumstances, objectives, financial situation, or risk tolerance. The Licensed Software operates according to logic and parameters selected by the Licensee, and any outputs or results do not constitute a recommendation or opinion on any investment decision.
15.3 No fiduciary, advisory, or similar relationship arises between the parties by virtue of this Agreement, the Licensee’s use of the Licensed Software, or any interactions with the Licensor’s personnel. The Licensor owes no duty to the Licensee to monitor positions, make discretionary decisions, or act in the Licensee’s best interests beyond the express obligations set out in this Agreement.
15.4 The Licensee remains solely responsible for all trading decisions and for determining whether the Licensed Software is appropriate in light of the Licensee’s objectives, experience, and risk tolerance. The Licensor recommends that the Licensee seek advice from an independent, appropriately qualified financial professional before engaging in any trading activity.
15.5 Any assistance provided by the Licensor - including onboarding help, technical support, user guides, educational content, webinars, FAQs, and interactions with sales, “account managers,” or customer success personnel - relates strictly to the installation, configuration, and operation of the Licensed Software and the Ancillary Platform. Such assistance shall not be construed as investment advice, a recommendation, or an inducement to trade.
15.6 The Licensor does not conduct suitability or appropriateness assessments, does not assess the Licensee’s financial resources or capacity for loss, and does not verify whether any trading activity is suitable for the Licensee. Responsibility for all such assessments lies entirely with the Licensee.
15.7 Default settings, example configurations, illustrative parameters, and any changes implemented by the Licensor at the Licensee’s explicit written instruction are provided solely to facilitate the Licensee’s chosen use of the Licensed Software. They shall not be treated as advice, recommendations, or discretionary management, and the Licensee accepts all consequences arising from such settings and instructions.
15.8 References to, or access pathways for, third-party brokers, platforms, account types, or services (including any GNT-X account offerings) are provided solely for convenience. They do not constitute an endorsement, recommendation, or solicitation, and shall be read together with Clause 11.
15.9 Any statements regarding performance, including audited or verifiable results and any hypothetical, back-tested, or simulated outcomes, are provided for illustrative purposes only and do not guarantee future performance or results. The Licensee should not rely on such statements as the basis for investment decisions.
15.10 Nothing in this Agreement or in any related communication shall be construed as an invitation or inducement to engage in investment activity where such invitation or inducement would require authorisation or registration under applicable law. The Licensee confirms that any trading they undertake is done solely on their own initiative.
15.11 The Licensee confirms that they have not relied upon any statement, promise, representation, or warranty made by or on behalf of the Licensor which is not expressly set out in this EULA v2.1 - Effective 17 Aug 2025
Agreement, and that they will not treat any communication from the Licensor as investment advice.
15.12 The Licensee acknowledges that any statements made by independent marketers, referrers, or affiliates are not authorised financial promotions of the Licensor, are not binding on the Licensor, and shall not be relied upon unless expressly included in this Agreement or in an official notice from the Licensor..
15.13 The provisions of this Clause 15 shall survive termination or expiry of this Agreement.
15.14 Staff of the Licensor (including sales, onboarding, support, and “account managers”) are prohibited from recommending or suggesting risk levels, symbol selections, capital allocations, timeframes, or settings for any Licensee. Support is limited to technical connectivity and operation of the Licensed Software and the Ancillary Platform.
15.15 The Licensor shall not provide “house settings”, “default risk”, “suggested profiles”, or similar prescriptive configurations. Any pre-populated values presented in the user interface are system placeholders only and are not recommendations.
15.16 The Licensor shall not make remote configuration changes to a Licensee’s account or settings except pursuant to the Licensee’s prior express written instruction identifying the precise change to be made.
15.17 The Ancillary Platform will maintain an audit trail of configuration changes initiated by the Licensee or applied at the Licensee’s written instruction. The Licensee remains responsible for reviewing and confirming all settings before use.
15.18 The Licensee acknowledges and represents on activation, and thereafter on each material configuration change, that all trading parameters are self-selected by the Licensee.
16. PERFORMANCE AND RESULTS DISCLAIMER
16.1 The Licensee acknowledges that any performance information relating to the Licensed Software - whether displayed within the Ancillary Platform, provided in marketing materials, or communicated by the Licensor - reflects historical outcomes achieved under specific market conditions, broker environments, and configuration settings, and that such information is provided for illustrative purposes only.
16.2 Past performance is not indicative of, nor a guarantee of, future results. Market conditions change and may materially affect the performance of any trading strategy, including the Licensed Software.
16.3 Actual results achieved by the Licensee may differ substantially from any results presented or referenced by the Licensor due to, without limitation, differences in broker execution, spreads, commissions, swaps/financing, symbol specifications, server location and latency, slippage, liquidity, trading hours, margin requirements, leverage, price feeds, data quality, interruptions or outages, the Licensee’s account size and deposit/withdrawal timing, and the Licensee’s chosen risk settings and other parameters.
16.4 Where the Licensor presents or references hypothetical, back-tested, or simulated performance, the Licensee understands that such results are inherently limited, are prepared with the benefit of hindsight, do not reflect actual trading or market liquidity, and may understate the impact of economic and behavioural factors (including slippage and decision-making under stress). No representation is made that any hypothetical or back-tested results will be realised in live trading.
16.5 Unless expressly labelled “net”, any performance figures may be presented gross of trading costs and fees and therefore may not reflect, among other things, brokerage commissions, spreads, swaps/financing, execution slippage, taxes, platform or subscription fees, payment processing charges, currency conversion costs, or other expenses. The Licensee’s net results EULA v2.1 - Effective 17 Aug 2025
will be lower once such items are taken into account. Presentations shall comply with Clause 16A.1.
16.6 Any composites, aggregates, indices, or representative accounts referenced by the Licensor are provided for illustration only and may include accounts with differing sizes, start dates, risk settings, and broker conditions. The Licensee acknowledges that composite or aggregate performance is not the performance of any single account and may not be representative of the Licensee’s future results.
16.7 Performance information and analytics accessible through the Ancillary Platform are provided “as is” and “as available”. Data may be delayed, incomplete, inaccurate, or subject to revision. The Licensor does not warrant the accuracy, completeness, timeliness, or availability of any performance metrics, and the Licensee should not rely on such information as the sole basis for any decision.
16.8 Any statements that could be construed as forward-looking (including targets, projections, or objectives) are inherently uncertain, are not guarantees, and are subject to change without notice. The Licensor undertakes no obligation to update or revise any performance statements.
16.9 The Licensee remains solely responsible for verifying performance and for assessing suitability in light of the Licensee’s objectives, experience, and risk tolerance. References to independent verification are addressed in Clause 17, which the Licensee should read together with this Clause 16.
16.10 The Licensor makes no representation, warranty, or undertaking that the Licensed Software will achieve any particular level of performance, return, drawdown, volatility, win rate, profit factor, or any other metric, whether expressed or implied.
16.11 The Licensee agrees not to interpret any performance information provided by the Licensor as a promise or assurance of future results, and not to present or communicate such information to third parties as a guarantee or warranty of performance.
16.12 The provisions of this Clause 16 shall survive termination or expiry of this Agreement.
16A. ADVERTISING AND PERFORMANCE PRESENTATION STANDARDS
16A.1 Where the Licensor presents live performance, such figures shall be presented net of all known and quantifiable costs and fees, or, where presented gross, the presentation shall clearly and prominently state that the figures are gross and identify material categories of costs not reflected. Clauses 16.5 to 16.7 apply.
16A.2 Where hypothetical, back-tested, or simulated results are presented, the presentation shall include a clear and proximate legend describing the inherent limitations of such results and that no representation is made that any Licensee will or is likely to achieve results similar to those shown.
16A.3 Where composites, aggregates, indices, or representative accounts are referenced, the presentation shall identify, in fair summary, the inclusion criteria, material exclusions, and any material differences in risk settings or broker conditions. The Licensee acknowledges that composites do not represent the results of any single account.
16A.4 The Licensor prohibits cherry-picking or the presentation of performance in a manner that is not fair and balanced. Any presentation of gross results shall not be misleading in light of costs reasonably expected to apply in live trading.
16A.5 The Licensor shall retain, for not less than five (5) years, copies of performance presentations and sufficient underlying records reasonably necessary to substantiate such presentations, without prejudice to Clause 21 and applicable law. EULA v2.1 - Effective 17 Aug 2025
17. THIRD-PARTY PERFORMANCE VERIFICATION
17.1 The Licensee is informed that certain performance information presented by the Licensor in relation to the Licensed Software has been independently reviewed by Alpha Performance Verification Services (“APVS”), an external verification provider engaged by the Licensor for that purpose. APVS operates independently of the Licensor and is not controlled by, affiliated with, or endorsed by the Licensor beyond the engagement to perform verification.
17.2 Any verification performed by APVS relates solely to the scope, period, datasets, and methodologies described in the relevant verification report or confirmation and does not extend beyond those parameters. Verification does not constitute an audit of the Licensee’s account, a guarantee of accuracy for any future data, or an assurance of future performance.
17.3 The Licensee may request confirmation of the Licensor’s verified performance directly from APVS via the request form or contact details published on APVS’s website, subject to APVS’s availability, procedures, and any conditions or confidentiality requirements imposed by APVS.
17.4 The Licensor may, where reasonably necessary for verification, provide APVS with anonymised or aggregated data and underlying records supporting performance representations, and may authorise APVS to confirm whether specified performance statements made by the Licensor are consistent with the data reviewed. The Licensor will not disclose personal data of the Licensee to APVS except as permitted by applicable law and the Licensor’s privacy policy or with the Licensee’s prior written consent.
17.5 The Licensee acknowledges that APVS’s role is limited to verifying whether performance representations made by the Licensor are fairly stated in all material respects within the defined scope, and that APVS does not test, validate, or opine on the Licensed Software’s code, strategy logic, risk management, broker execution quality, or suitability for any Licensee.
17.6 The Licensee understands that any verification statements are subject to inherent limitations, including but not limited to data completeness, data quality, time periods covered, and the effect of fees, costs, slippage, spreads, swaps/financing, and other variables. To the extent performance figures are presented on a gross basis, they may not reflect such costs and other factors, and the Licensee’s net results may differ materially.
17.7 The Licensee acknowledges that they had a reasonable opportunity to seek independent verification of performance from APVS prior to and after purchase, and that any decision to rely on or not to rely on such verification is made solely at the Licensee’s discretion and risk.
17.8 Any references to APVS or to third-party verification are provided for transparency and informational purposes only and do not constitute investment advice, a recommendation, or an endorsement. APVS’s involvement shall not be construed as a warranty by the Licensor or APVS of the accuracy of any future data or of future trading results.
17.9 APVS may charge fees or impose conditions for providing confirmations directly to the Licensee. The Licensor has no control over APVS’s processes, timelines, charges, or decisions and shall have no liability for APVS’s acts or omissions.
17.10 The Licensor reserves the right to change third-party verification providers, to amend the scope or frequency of verification, or to discontinue third-party verification at any time, provided that such changes do not render any prior statements misleading in their original context.
17.11 Nothing in this Clause 17 limits or modifies the disclaimers set out in Clauses 14 to 16 or the allocation of responsibility set out elsewhere in this Agreement. The provisions of this Clause 17 shall survive termination or expiry of this Agreement. EULA v2.1 - Effective 17 Aug 2025
17A. PROMOTERS, TESTIMONIALS, AND ENDORSEMENTS
17A.1 The Licensor may appoint independent promoters, referrers, or affiliates (“Promoters”) under written terms that require compliance with this Agreement and applicable law.
17A.2 Promoters shall not make statements about returns, risk, “typical” results, broker preferences, or product characteristics unless such statements are accurate, substantiated, and pre-approved in writing by the Licensor.
17A.3 Any testimonial, endorsement, or paid promotion must include clear and prominent disclosure of the material connection and any compensation.
17A.4 The Licensor reserves the right to require the immediate removal or correction of any non-compliant content and may terminate a Promoter’s participation for breach.
17A.5 The Licensor will operate reasonable supervisory controls over Promoter materials proportionate to its size and risk profile; however, Promoters remain independent of the Licensor, and their unauthorised statements are not binding on the Licensor (see Clause 15.12).
18. LIMITED ACCESS TO MT5 ACCOUNT FOR MARKETING PURPOSES
18.1 The Licensee acknowledges that the Licensor may, subject to this Agreement and Clause 21 (Data Protection and Privacy), access performance data from the Licensee’s connected MT5 account on a view-only basis for the limited purpose of preparing anonymised or aggregated performance materials for marketing and informational use.
18.2 Any such access shall be strictly read-only. The Licensor will not request or use credentials that would permit trade placement, modification, or account funding/withdrawal, and shall not exercise any discretion or control over the Licensee’s trading account or positions.
18.3 By default, the Licensor shall present performance information in anonymised or aggregated form so that the Licensee is not reasonably identifiable. The Licensor will not publish the Licensee’s name, account number, contact details, or other identifying information without the Licensee’s prior written consent, which the Licensee may withhold at its discretion.
18.4 The Licensee may opt out of the use of their account performance for marketing purposes at any time by written notice to info@neurocloud.co (or such other address notified by the Licensor). Upon receipt of an opt-out notice, the Licensor will cease creating new marketing materials referencing the Licensee’s performance and will remove or de-identify such references from the Licensor’s digital channels within a reasonable period and, in any event, no later than ten (10) business days. Materials already printed, distributed, or embedded in third-party channels may not be capable of withdrawal, but the Licensor will take reasonable steps within its control to discontinue further use.
18.5 Participation in marketing is not a condition of purchase or continued access to the Licensed Software. The Licensee’s decision to opt out (or not to provide consent for identification) shall not affect the Licensee’s rights under this Agreement.
18.6 The Licensor may obtain performance data through the Ancillary Platform and associated integrations (including the TradeSync backend) solely for the purposes described in this Clause 18 and for operating the Licensed Software. The Licensor will handle such data in accordance with applicable law and its then-current privacy policy.
18.7 Nothing in this Clause 18 shall be construed as investment advice, a performance guarantee, or an undertaking by the Licensor to verify, audit, or certify the Licensee’s results. Any performance materials remain subject to Clauses 14 to 16 of this Agreement.
18.8 The Licensor shall not publish identified performance of the Licensee for marketing purposes without the Licensee’s prior express written consent obtained through a separate, specific opt-EULA v2.1 - Effective 17 Aug 2025
in. Absent such consent, any marketing use shall be anonymised or aggregated in accordance with Clauses 18.3 and 18.6.
18.9 The Licensee may withdraw consent at any time on written notice, whereupon the Licensor will cease new identified use and will remove or de-identify identified references within a reasonable period, acknowledging that materials already printed, distributed, or embedded in third-party channels may not be capable of withdrawal.
18.10 The Licensor shall retain records of consent and withdrawals for a reasonable period consistent with its privacy policy and applicable law.
19. SECURITY AND USER RESPONSIBILITIES
19.1 The Licensee is solely responsible for maintaining the confidentiality and security of all credentials used to access the Ancillary Platform and any related integrations, including usernames, passwords, passcodes, API keys, and authentication tokens. The Licensor will never request the Licensee’s MT5 trading password or credentials that would allow trade placement, modification, or withdrawals.
19.2 The Licensee shall implement appropriate technical and organisational measures to protect access to the Ancillary Platform and the Licensed Software, including the use of strong, unique passwords, multi-factor authentication where available, secure device configurations, timely installation of security updates, and the use of reputable anti-malware tools.
19.3 All activities conducted through the Licensee’s account shall be deemed to have been authorised by the Licensee. The Licensee must notify the Licensor without undue delay (and in any event within twenty-four (24) hours) upon becoming aware of any suspected or actual unauthorised access, compromise of credentials, or security incident affecting the Ancillary Platform or Licensed Software, and shall promptly cooperate with the Licensor’s reasonable requests to mitigate, investigate, and remediate such incident.
19.4 The Licensee is responsible for ensuring that their network, devices, broker platforms, and third-party tools used in connection with the Licensed Software are properly configured and compatible. The Licensor shall have no obligation to support configurations that are obsolete, insecure, or inconsistent with the Licensor’s then-current technical requirements.
19.5 The Licensee shall not introduce, upload, transmit, or otherwise make available any code, data, or materials that contain malware, spyware, ransomware, time bombs, logic bombs, or other harmful or intrusive components, nor shall the Licensee attempt to probe, scan, or test the vulnerability of the Ancillary Platform or circumvent any security or access controls.
19.6 The Licensee shall not use any scraping, harvesting, or automated data-extraction methods on the Ancillary Platform except as expressly permitted in writing by the Licensor. Any permitted automation must operate within rate limits and technical guidelines notified by the Licensor.
19.7 The Licensee is responsible for the accuracy, integrity, legality, and completeness of any data or materials they input to or connect with the Ancillary Platform, including account identifiers, API connections, and risk parameters, and for maintaining appropriate backups of their own data. The Licensor has no obligation to maintain or restore historical data beyond what is required for the operation of the Licensed Software.
19.8 The Licensee must keep their contact details (including a primary email address) up to date. Notices delivered to the last contact details provided by the Licensee shall be deemed received. The Licensee is responsible for monitoring such channels (including spam/junk folders) for service and security notices.
19.9 The Licensee shall comply with all applicable laws, regulations, and rules of relevant brokers, trading venues, and service providers when using the Licensed Software and the Ancillary Platform. Without limitation, the Licensee shall not use the Licensed Software for any EULA v2.1 - Effective 17 Aug 2025
unlawful, fraudulent, or prohibited purpose, including activity that would constitute market abuse, fraud, money laundering, or sanctions violations.
19.10 The Licensee acknowledges that the Licensor does not monitor the Licensee’s trading activity, positions, or account status and does not provide custody, execution, or discretionary management. The Licensee remains solely responsible for supervising their trading account(s), verifying execution, and taking any action they deem necessary, including closing or modifying positions.
19.11 Where third-party integrations (including broker APIs, copy services, or analytics tools) are used, the Licensee is responsible for vetting and authorising such integrations and for the risks arising from their use. The Licensor is not responsible for the acts, omissions, outages, or security of third-party providers (including TradeSync and broker platforms).
19.12 The Licensee shall not share, resell, or otherwise provide access to the Ancillary Platform or Licensed Software to any third party, nor operate the Licensed Software on behalf of any third party, except as expressly permitted by this Agreement. Any suspected misuse may result in suspension or termination pursuant to Clause 28.
19.13 If the Licensor reasonably suspects a security compromise or misuse of the Ancillary Platform or Licensed Software, the Licensor may (without liability) suspend access in whole or in part while an investigation is conducted, and shall use reasonable efforts to notify the Licensee and restore access once the issue is addressed.
19.14 This Clause 19 shall be read together with Clauses 6 (License Restrictions), 10 (Access to Ancillary Platform), and 21 (Data Protection and Privacy). The obligations and acknowledgements in this Clause 19 shall survive termination or expiry of this Agreement to the extent necessary to give them effect.
20. MONITORING AND AUDIT RIGHTS
20.1 The Licensor may monitor access to and use of the Licensed Software and the Ancillary Platform to maintain security, ensure licence compliance, protect Intellectual Property Rights, and improve service quality. Such monitoring may include the collection and review of telemetry and technical metadata (for example, login timestamps, IP addresses, device identifiers, connection identifiers, session counts, feature utilisation, and error logs). Monitoring will not involve access to the Licensee’s MT5 trading passwords or the placement or management of trades.
20.2 This Clause 20 shall not apply to Licensees who are consumers. Upon reasonable written request, the Licensee shall promptly (and in any event within fifteen (15) business days) provide information and cooperation reasonably necessary for the Licensor to verify compliance with this Agreement, including the number of accounts connected, account identifiers, passcode usage history, details of users authorised to access the Ancillary Platform, and relevant configuration records or logs. The Licensee shall use reasonable efforts to preserve and produce such information in a complete and accurate form.
20.3 The Licensor may conduct a compliance audit on reasonable prior written notice (not less than five (5) business days) during normal business hours. Audits will ordinarily be performed remotely by reviewing records and logs supplied by the Licensee and/or generated by the Ancillary Platform. On-site review shall only be requested where remote audit is insufficient and will be conducted in a manner designed to minimise disruption.
20.4 The scope of any audit shall be limited to verifying compliance with this Agreement, including without limitation Clauses 5 to 7 (licence scope and restrictions), 10 (platform access), 13 (Intellectual Property), and 19 (security). The Licensor and any appointed auditors shall keep confidential all information reviewed during an audit, use it solely for compliance verification, and handle any personal data in accordance with applicable law and Clause 21 (Data Protection and Privacy). Any audit shall be reasonable and proportionate in scope and shall not require disclosure of information unrelated to the use of the Licensed Software. EULA v2.1 - Effective 17 Aug 2025
20.5 The Licensor shall not require, and the Licensee shall not provide, credentials that would permit trade placement or account funding/withdrawal. Audits will not require disclosure of trade secrets unrelated to the Licensed Software or the Ancillary Platform, and the Licensor will use proportionate methods to achieve the audit purpose.
20.6 If an audit or monitoring reveals non-compliance, the Licensee shall promptly remedy the non-compliance within a timeframe notified by the Licensor (acting reasonably). Without limiting other remedies, the Licensor may suspend access (in whole or in part) pending remediation where continued access would risk security, infringement, or ongoing breach, and may require payment of any underpaid fees or charges arising from the non-compliance.
20.7 Unless a material non-compliance is established (including, by way of example, unauthorised sharing, sublicensing, reverse engineering, or circumvention of access controls), the Licensor shall bear its own audit costs. Where material non-compliance is established, the Licensee shall reimburse the Licensor’s reasonable, documented audit costs.
20.8 The Licensee shall maintain and, upon request, provide reasonable records sufficient to demonstrate compliance with this Agreement for the duration of the Agreement and for twelve (12) months thereafter. The Licensor may retain monitoring and audit records for a reasonable period consistent with its privacy policy and legal obligations.
20.9 Failure to provide cooperation or access reasonably required for an audit within the timeframes set out in this Clause 20 constitutes a material breach of this Agreement. Repeated or wilful non-compliance may entitle the Licensor to seek injunctive relief and other remedies available at law or in equity, without prejudice to Clause 28 (Termination) and Clause 24 (Limitation of Liability).
20.10 Nothing in this Clause 20 imposes any obligation on the Licensor to monitor the Licensee’s trading activity, supervise positions, or detect misuse in real time. The obligations and rights set out in this Clause 20 are intended solely to verify contractual compliance and protect the Licensed Software and the Ancillary Platform.
20.11 The provisions of this Clause 20 shall survive termination or expiry of this Agreement to the extent necessary to give them effect.
21. DATA PROTECTION AND PRIVACY
21.1 The Licensor will handle personal data in accordance with applicable data protection law, including the UK General Data Protection Regulation and the Data Protection Act 2018, and, where relevant to the Licensee, any mandatory local law that cannot lawfully be excluded. Further details are set out in the Licensor’s then-current privacy policy, which forms part of this Agreement by reference.
21.2 For personal data relating to the Licensee’s identity, contact details, account credentials, billing information, support records, and communications generated through the Ancillary Platform or the purchase process, the Licensor acts as an independent controller. Such data will be processed for account setup and administration, payment processing, security, support, compliance, and service communications, and the lawful bases include performance of this Agreement, the Licensor’s legitimate interests in operating and protecting its services, compliance with legal obligations, and the Licensee’s consent where required.
21.3 For personal data relating to account setup, billing, security, and support, the Licensor acts as an independent controller (Clause 21.2). For trading-related data pulled from the Licensee’s connected account, the Licensor processes such data to operate the service as an independent controller and will not use it for unrelated purposes, save for anonymised/aggregated processing as permitted by Clause 13.8 and 21.3. Where the Licensee is a business that itself acts as a controller and instructs the Licensor to process personal data of its users, the Licensor will act as a processor in accordance with this Agreement.
21.4 The Licensor may engage third-party processors and sub-processors to support the provision of the Licensed Software and the Ancillary Platform, including hosting providers, payment EULA v2.1 - Effective 17 Aug 2025
processors, authentication and security services, logging and analytics services, and the TradeSync backend provider. The Licensor will put in place appropriate written terms with such processors requiring them to implement suitable technical and organisational measures and to process personal data only on the Licensor’s documented instructions. An up-to-date description of key categories of third parties is available in the Licensor’s privacy policy.
21.5 Personal data may be transferred and stored outside the United Kingdom where the Licensor or its processors operate. Where such transfers occur, the Licensor will ensure an adequate level of protection consistent with applicable law, including by relying on adequacy regulations, the UK International Data Transfer Agreement or Addendum, and/or European Commission Standard Contractual Clauses as applicable, together with supplementary measures where required.
21.6 The Licensor implements appropriate technical and organisational measures intended to protect personal data against unauthorised access, disclosure, alteration, or destruction, having regard to the nature of the processing and the risks involved. Measures may include access controls, encryption in transit and at rest where appropriate, network and application security, logging and monitoring, vulnerability management, personnel confidentiality obligations, and least-privilege access practices. No system is entirely secure; the Licensee remains responsible for securing its own credentials, devices, and networks as set out in Clause 19.
21.7 In the event of a personal data breach affecting personal data for which the Licensor is the controller and which is likely to result in a risk to the rights and freedoms of natural persons, the Licensor will notify affected individuals and/or regulators as required by law. In the event of a personal data breach affecting Licensee personal data for which the Licensor acts as a processor, the Licensor will notify the Licensee without undue delay after becoming aware of the breach and will provide information reasonably available to assist the Licensee in meeting any applicable breach notification obligations.
21.8 The Licensor will retain personal data only for as long as necessary to fulfil the purposes described in this Agreement and the privacy policy, including for the duration of the Agreement and for a subsequent period to comply with legal, tax, accounting, audit, or regulatory requirements, to resolve disputes, and to enforce rights. Specific retention periods and criteria may be described in the privacy policy.
21.9 Subject to applicable law, the Licensee (and any data subject whose personal data are processed under this Agreement) may have rights to access, rectify, erase, restrict or object to processing, and to data portability. Requests to exercise rights should be submitted to info@neurocloud.co (or such other address as the Licensor may notify). The Licensor will respond in accordance with applicable law. Where the Licensor acts as a processor, the Licensor will reasonably assist the Licensee in responding to data subject requests that relate to the Licensed Software and the Ancillary Platform.
21.10 The Licensor may send the Licensee service and security communications necessary for the performance and safety of the Licensed Software and the Ancillary Platform. Marketing communications will be sent only in accordance with applicable law, and the Licensee may opt out at any time using the unsubscribe mechanism provided or by contacting the Licensor.
21.11 The Licensor does not knowingly permit use of the Licensed Software by individuals under the age of eighteen (18) and does not seek to collect their personal data. The Licensee shall not provide special category (sensitive) personal data to the Licensor in connection with the Licensed Software or the Ancillary Platform. If such data are nevertheless provided, the Licensor may delete or restrict them where permissible and appropriate.
21.12 If the Licensor receives a lawful request from a governmental or regulatory authority for access to personal data processed in connection with this Agreement, the Licensor will assess the request for legal validity and scope and, where legally permitted, will notify the Licensee before disclosing any personal data so that the Licensee may seek protective measures. EULA v2.1 - Effective 17 Aug 2025
21.13 To the extent of any inconsistency between this Clause 21 and the privacy policy in relation to the processing of personal data, this Clause 21 shall prevail for the purposes of interpreting the parties’ contractual obligations, provided that nothing in this Clause limits any mandatory rights afforded to data subjects under applicable law.
21.14 Nothing in this Clause 21 relieves the Licensee of its own obligations under applicable data protection law in respect of personal data that the Licensee controls, inputs, or connects to the Ancillary Platform. The obligations in this Clause 21 shall survive termination or expiry of this Agreement to the extent necessary to give them effect.
21.15 For Licensees resident in certain U.S. states, additional rights may apply, including rights to access, correction, deletion, portability, and to opt out of targeted advertising, “sale”, or “sharing” of personal information, as those terms are defined by applicable state law.
21.16 The Licensor does not “sell” or “share” personal information for cross-context behavioural advertising as those terms are defined by applicable California law. If the Licensor’s practices materially change, it will provide the disclosures and opt-out mechanisms required by law.
21.17 Where the Licensor processes “sensitive” personal information (if any), such processing will be limited to the purposes permitted by law, and, where required, subject to the Licensee’s consent or right to limit such processing.
21.18 The Licensor will honour browser-based or platform-based universal opt-out signals where required by applicable law.
21.19 The Licensor will provide a “Do Not Sell or Share My Personal Information” mechanism and contact details for privacy requests in its privacy policy, which forms part of this Agreement by reference.
21.20 Where the Licensee is a business that itself acts as a controller and instructs the Licensor to process personal data of its users, the parties shall enter into a data processing addendum containing the mandatory terms required by applicable data protection laws.
21.21 This Clause 21 is without prejudice to the parties’ rights and obligations under Clauses 18 and 13.8 and the Licensor’s privacy policy.
21.22 Nothing in this Clause 21 limits mandatory rights afforded to data subjects under applicable law.
22. CONFIDENTIALITY
22.1 For the purposes of this Agreement, “Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in any form, whether before or after the Effective Date, that is marked or identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, source code, algorithms, models, architecture, documentation, product roadmaps, security measures, business and marketing plans, pricing and commercial terms, client and supplier information, technical data, systems diagrams, and performance or usage data relating to the Licensed Software or the Ancillary Platform. Confidential Information of the Licensee includes account identifiers and any non-public information relating to the Licensee’s trading accounts and settings provided to the Licensor in connection with the Licensed Software, subject to Clauses 18 and 21.
22.2 The Receiving Party shall keep the Disclosing Party’s Confidential Information strictly confidential, shall not disclose it to any third party except as permitted under this Clause 22, and shall use it solely for the purpose of exercising rights and performing obligations under this Agreement. The Receiving Party shall protect Confidential Information using at least the degree of care it uses to protect its own similar information and, in any event, no less than a reasonable standard of care. Access shall be limited to those of the Receiving Party’s EULA v2.1 - Effective 17 Aug 2025
employees, officers, professional advisers, contractors, and service providers who have a need to know for the permitted purpose and who are bound by confidentiality obligations no less protective than those set out in this Clause 22.
22.3 Confidential Information shall not include information that the Receiving Party can demonstrate:
is or becomes publicly available through no breach of this Agreement;
was lawfully in the Receiving Party’s possession without restriction prior to disclosure by the Disclosing Party;
is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or
is lawfully obtained from a third party without breach of any confidentiality obligation.
22.4 The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, court order, or request of a competent regulatory or governmental authority, provided that (to the extent legally permitted) the Receiving Party gives the Disclosing Party prompt written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy, and discloses only the minimum amount of Confidential Information required to comply.
22.5 The Licensor may use anonymised or aggregated information derived from the Licensee’s data for security, service improvement, analytics, and reporting, provided such information does not identify the Licensee and is handled in accordance with Clause 21. Any public-facing use of performance information is further governed by Clause 18.
22.6 Upon written request of the Disclosing Party or upon termination or expiry of this Agreement, the Receiving Party shall promptly cease all use of the Disclosing Party’s Confidential Information and, at the Disclosing Party’s election, return or securely destroy such Confidential Information (including copies and extracts) and certify destruction in writing, except that the Receiving Party may retain copies to the extent required by law, regulation, bona fide internal compliance, or automated backups maintained in the ordinary course, in which case the retained Confidential Information shall remain subject to this Clause 22 until deleted in accordance with the Receiving Party’s retention policies.
22.7 Unauthorised use or disclosure of Confidential Information may cause irreparable harm for which monetary damages would be inadequate. Without limiting any other remedies, the Disclosing Party shall be entitled to seek immediate injunctive and equitable relief to prevent or restrain any actual or threatened breach of this Clause 22.
22.8 Neither party shall make any public announcement or press release referring to the other party, use the other party’s name, logo, or marks, or disclose the terms of this Agreement, without the other party’s prior written consent, except where disclosure is required by law or regulation, is made to professional advisers under a duty of confidence, or is otherwise expressly permitted by this Agreement (including Clauses 18 and 21). Nothing in this Clause 22.8 limits the Licensor’s rights in Clause 13 regarding trademarks and proprietary notices.
22.9 The obligations in this Clause 22 survive termination or expiry of this Agreement for a period of five (5) years from the date of disclosure; provided that, with respect to trade secrets and source code, such obligations shall continue for so long as the information remains a trade secret under applicable law.
23. FORCE MAJEURE
23.1 Neither party shall be in breach of this Agreement, nor otherwise liable for any failure or delay in the performance of its obligations (other than the Licensee’s obligation to pay Fees EULA v2.1 - Effective 17 Aug 2025
when due), to the extent and for so long as such failure or delay is caused by a Force Majeure Event.
23.2 A “Force Majeure Event” means any event or circumstance beyond the reasonable control of the affected party which, by its nature, could not have been foreseen, or, if foreseen, was unavoidable, including (without limitation) acts of God; flood, storm, fire, earthquake, or other natural disaster; epidemic or pandemic and related governmental measures; war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; terrorist attack, civil commotion, riot, or disorder; sabotage, malicious damage, or denial-of-service attacks; failure or interruption of utilities, power, telecommunications, internet backbone, hosting or cloud services; failure or substantial degradation of third-party platforms or service providers (including broker platforms and the TradeSync backend) due to a Force Majeure Event affecting them; labour disputes not limited to the affected party’s own workforce; and acts, restrictions, regulations, by-laws, prohibitions, or measures of any kind on the part of any governmental, parliamentary, or local authority. Lack of funds shall not constitute a Force Majeure Event.
23.3 The affected party shall:
promptly notify the other party in writing of the occurrence of the Force Majeure Event and its expected impact on performance (and, where reasonably practicable, in any event within ten (10) business days);
use all reasonable endeavours to mitigate the effects of the Force Majeure Event and to resume performance as soon as reasonably practicable; and
keep the other party reasonably informed of progress.
23.4 The time for performance of the affected obligations shall be extended for a period equal to the duration of the Force Majeure Event and any reasonable recovery period. During such period, the affected party’s obligations shall be suspended to the extent they cannot reasonably be performed as a result of the Force Majeure Event.
23.5 Where the Licensor’s performance is affected, the Licensee acknowledges that the Licensed Software and/or the Ancillary Platform may be temporarily unavailable, degraded, or limited in functionality, and the Licensor shall have no liability for any loss, missed trades, or reduced performance arising therefrom, subject always to the disclaimers and limitations set out elsewhere in this Agreement.
23.6 If a Force Majeure Event continues for a continuous period of more than thirty (30) days and materially prevents performance of a material obligation under this Agreement, either party may terminate this Agreement on not less than ten (10) business days’ written notice to the other. Termination under this Clause 23.6 is without prejudice to accrued rights and remedies. For the avoidance of doubt, no refund or credit shall be due in respect of Fees already paid except to the extent required by law or expressly provided for in Clause 8.
23.7 Nothing in this Clause 23 shall relieve the Licensee of its obligation to pay any Fees properly due and payable under this Agreement, nor require the Licensor to provide alternative services or facilities beyond those reasonably within its control. Any decision by the Licensor to grant service credits or other accommodations shall be at the Licensor’s sole discretion and without creating a course of dealing.
23.8 The obligations in this Clause 23 are to be read together with Clauses 10, 12, 14 to 16, and 24, and shall survive termination or expiry of this Agreement to the extent necessary to give them effect.
24. LIMITATION OF LIABILITY
24.1 Nothing in this Agreement excludes or limits either party’s liability to the extent such exclusion or limitation is unlawful, including liability for death or personal injury caused by EULA v2.1 - Effective 17 Aug 2025
negligence, for fraud or fraudulent misrepresentation, or for any breach of a statutory obligation that cannot lawfully be excluded or limited. Nothing in this Agreement limits the Licensor’s obligation, where applicable under Clause 8, to process a refund expressly required by the 30-Day Satisfaction Guarantee.
24.1.1 Nothing in this Agreement shall affect the statutory rights of consumers, including rights relating to digital content of satisfactory quality, fitness for purpose, and conformity with description, nor remedies for damage caused to digital devices or data.
24.2 To the maximum extent permitted by applicable law, the Licensed Software and the Ancillary Platform are provided “as is” and “as available”. The Licensor does not make, and hereby disclaims, any and all warranties, representations, or undertakings, whether express or implied, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted or error-free operation, save as expressly set out in this Agreement.
24.3 The Licensor shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise, for:
loss of profits, revenue, business, goodwill, or anticipated savings;
loss or corruption of data;
trading losses or opportunity costs;
indirect, special, incidental, punitive, or consequential loss or damage; or
losses arising from market conditions, volatility, slippage, spreads, liquidity constraints, execution delays, outages, or other factors outside the Licensor’s reasonable control, including the acts or omissions of third-party providers (such as brokers, payment processors, telecommunications or hosting providers, MetaTrader/MT5, TradeSync, or other platforms), subject always to Clauses 10, 11, 12, 14 to 16, and 23.
24.4 Subject always to Clauses 24.1 and 24.1.1, the total aggregate liability of the Licensor for all claims arising under or in connection with this Agreement shall not exceed the total Licence Fees actually paid by the Licensee for the Licensed Software giving rise to the claim.
24.5 The Licensee acknowledges that the limitations and exclusions in this Clause 24 are reasonable and that they allocate the risk between the parties as part of the commercial bargain reflected in the Fees. The Licensee further acknowledges that the Licensor has relied on these limitations in offering the Licensed Software on the terms set out in this Agreement.
24.6 Any claim must be brought within the applicable statutory limitation period prescribed by law. This Clause shall not shorten such statutory periods.
24.7 The limitations and exclusions in this Clause 24 apply regardless of the form of action and even if a party has been advised of the possibility of such loss or damage, and shall survive termination or expiry of this Agreement.
24.8 Notwithstanding Clauses 24.3 and 24.4, nothing in this Agreement shall limit or exclude liability for wilful misconduct or gross negligence to the extent such limitation or exclusion is not permitted by applicable law.
24.9 In respect of Licensees who are consumers and where required by applicable mandatory consumer protection law, the cap in Clause 24.4 shall be the greater of (a) USD $1,000; or (b) the total Fees actually paid by the Licensee in the twenty-four (24) months immediately preceding the event giving rise to the first claim. EULA v2.1 - Effective 17 Aug 2025
24.10 Where required by applicable mandatory consumer protection law, the period in Clause 24.6 shall be extended to twenty-four (24) months.
25. INDEMNIFICATION
25.1 The Licensee shall indemnify, defend, and hold harmless the Licensor and its affiliates, and each of their respective directors, officers, employees, contractors, and agents, from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, fines, penalties, costs, and expenses (including reasonable legal and expert fees and costs) arising out of or in connection with:
25.1.1 the Licensee’s breach of this Agreement (including Clauses 4 to 7, 10 to 13, 18 to 21, and 27);
25.1.2 the Licensee’s trading activity, account configurations, risk settings, or use of the Licensed Software or Ancillary Platform, including any losses incurred by the Licensee or third parties;
25.1.3 any allegation that data, content, instructions, configurations, or materials supplied by or on behalf of the Licensee (including account identifiers and integrations) infringe, misappropriate, or violate any third party’s rights or applicable law;
25.1.4 the Licensee’s dealings with, or reliance upon, any broker, dealer, trading venue, platform, payment processor, or other third party (including Global Next Trade and any GNT-X account types), and any disputes or issues arising therefrom;
25.1.5 the Licensee’s violation of applicable law, regulation, or rule of any relevant authority or trading venue (including financial services, market abuse, data protection, consumer protection, export control, and sanctions laws);
25.1.6 any claim, inquiry, investigation, fine, assessment, or order by a governmental, regulatory, or self-regulatory body relating to the Licensee’s use of the Licensed Software or Ancillary Platform; and
25.1.7 any malware, security breach, or other harmful activity introduced or permitted by the Licensee or its users in breach of Clause 19.
25.2 The indemnities in Clause 25.1 apply regardless of the form of action and whether the claims are brought by a private party, broker, processor, platform provider, or governmental or regulatory authority, except to the extent finally determined by a court of competent jurisdiction to have resulted from the Licensor’s fraud, wilful misconduct, or gross negligence.
25.3 The obligations in Clause 25.1 are conditioned upon the Licensor:
providing the Licensee with prompt written notice of any claim (provided that a delay shall not relieve the Licensee of its obligations except to the extent the Licensee is materially prejudiced thereby);
granting the Licensee sole control of the defence and settlement of the claim (subject to Clause 25.4); and
providing reasonable cooperation at the Licensee’s expense.
25.4 The Licensee shall not settle any claim in a manner that imposes any admission of liability, non-monetary obligation, or injunctive relief upon the Licensor without the Licensor’s prior written consent (not to be unreasonably withheld or delayed). The Licensor may, at its own expense, participate in the defence with counsel of its choosing. EULA v2.1 - Effective 17 Aug 2025
25.5 The Licensor may seek interim, injunctive, or other equitable relief to prevent or restrain conduct giving rise to indemnifiable claims, without prejudice to the Licensee’s indemnity obligations.
25.6 The Licensee shall pay defence costs on an ongoing basis as incurred and shall reimburse the Licensor for any amounts paid or payable in settlement or pursuant to a final judgment, award, order, fine, or penalty, together with reasonable internal costs directly attributable to responding to the matter (including time spent by personnel at reasonable internal rates).
25.7 The indemnities in this Clause 25 are in addition to, and not limited by, any other rights or remedies available to the Licensor at law, in equity, or under this Agreement. For the avoidance of doubt, the limitations of liability in Clause 24 shall not apply to the Licensee’s obligations under this Clause 25.
25.8 The obligations in this Clause 25 shall survive termination or expiry of this Agreement.
26. CLIENT ACKNOWLEDGEMENTS & REPRESENTATIONS
26.1 The Licensee represents that they are at least eighteen (18) years of age and have full legal capacity to enter into and perform this Agreement. Where the Licensee is an entity, the individual accepting this Agreement represents that they are duly authorised to bind the entity.
26.2 The Licensee acknowledges that the Licensor provides technology only and does not conduct regulated activity, and confirms that they have read and understood Clauses 4, 11, and 14 to 16. The Licensee enters into this Agreement, purchases the Licensed Software, and undertakes any trading solely on their own initiative and responsibility and not in reliance on investment advice or a recommendation from the Licensor.
26.3 The Licensee understands that past performance is not indicative of future results and that no performance is guaranteed. The Licensee further acknowledges that they had a reasonable opportunity, before and after purchase, to seek independent confirmation of performance from Alpha Performance Verification Services as described in Clause 17, and that any decision to rely on or not to rely on such verification is made solely at the Licensee’s discretion and risk.
26.4 The Licensee acquires rights under this Agreement solely for their own internal use and not for the benefit of any third party. The Licensee will not resell, provide, or otherwise make the Licensed Software or Ancillary Platform available to any third party, will not operate it as part of a managed account service, copy-trading service, or pooled investment vehicle (except as expressly permitted in writing by the Licensor), and will not use it to develop or support a competing product or service.
26.5 The Licensee is solely responsible for configuring risk settings and trading parameters and accepts all consequences arising from those choices. The Licensee understands that the Licensed Software is designed to operate with a recommended minimum account balance of USD $5,000 (or equivalent) and that operating below this level may result in missed trades or reduced performance due to margin constraints, for which the Licensor has no responsibility.
26.6 The Licensee is solely responsible for connecting and maintaining their trading account(s) through the Ancillary Platform, for monitoring functionality and performance, and for taking any remedial action they consider appropriate. The Licensee understands that the Licensor does not monitor, supervise, or manage the Licensee’s trading account or positions.
26.7 The Licensee represents that their use of the Licensed Software and Ancillary Platform will comply with all applicable laws, regulations, and rules of relevant authorities and trading venues, and that they will not use the Licensed Software for any unlawful purpose, including market abuse, fraud, money laundering, or sanctions violations. The Licensee further represents that they are not subject to, and are not controlled by a person subject to, applicable export control, sanctions, or debarment restrictions, and that they will comply with Clause 27. EULA v2.1 - Effective 17 Aug 2025
26.8 The Licensee represents that all information, data, account identifiers, and materials they provide or connect to the Ancillary Platform are accurate, lawful, and provided with all necessary rights, consents, and authorisations. The Licensee grants the Licensor the rights necessary to process such data as set out in Clause 13.8 and Clause 21.
26.9 The Licensee acknowledges that any dealings with brokers, dealers, trading venues, platforms, or payment processors (including Global Next Trade and any GNT-X account types) are conducted solely between the Licensee and the relevant third party, that such third parties are independent of the Licensor, and that any disputes or issues arising out of such dealings are to be resolved exclusively with the relevant third party, as further described in Clause 11.
26.10 The Licensee acknowledges the Fees and Payment terms in Clause 9, including the one-time License Fee, the recurring Subscription Fee, the authorisation for automatic renewal billing, the scope of the 30-Day Satisfaction Guarantee in Clause 8, and that, except as expressly provided in Clause 8, Fees are non-refundable.
26.11 The Licensee acknowledges that the Licensor may, subject to Clause 18 and Clause 21, access performance data from the Licensee’s connected MT5 account on a read-only basis for marketing materials presented in anonymised or aggregated form, and that the Licensee may opt out at any time by written notice in accordance with Clause 18.
26.12 The Licensee confirms that they have not relied upon any statement, promise, representation, or warranty not expressly set out in this Agreement or in the Licensor’s then-current privacy policy, and that no communications with the Licensor’s personnel (including sales, onboarding, or support) shall be construed as investment advice or a recommendation.
26.13 The Licensee confirms that they have had the opportunity to seek independent legal, tax, and financial advice before entering into this Agreement and that, to the extent they have not done so, they voluntarily waive that opportunity.
26.14 The acknowledgements and representations in this Clause 26 are continuous and shall be deemed repeated on each day that the Licensee uses the Licensed Software or accesses the Ancillary Platform. They shall survive termination or expiry of this Agreement to the extent necessary to give them effect.
27. EXPORT CONTROL AND SANCTIONS COMPLIANCE
27.1 The Licensee shall use, access, export, re-export, transfer, and otherwise deal with the Licensed Software and the Ancillary Platform only in full compliance with all applicable export control, trade, sanctions, and anti-boycott laws and regulations, including (as applicable) those of the United Kingdom (including the Sanctions and Anti-Money Laundering Act 2018 and related regulations, and the Export Control Order 2008), the United States (including the Export Administration Regulations administered by the U.S. Department of Commerce and economic sanctions administered by the U.S. Department of the Treasury, Office of Foreign Assets Control), the European Union (including the EU Dual-Use Regulation and EU sanctions regimes), and any other jurisdiction that lawfully asserts control over the Licensee’s use of the Licensed Software.
27.2 The Licensee represents and warrants that they are not:
located, organised, or ordinarily resident in, and will not access or use the Licensed Software from, any country or territory that is the subject of comprehensive sanctions or an embargo under applicable laws (including, by way of example only, Cuba, Iran, North Korea, Syria, and the Crimea/Sevastopol, Donetsk, or Luhansk regions);
listed on, owned or controlled by, or acting on behalf of any person listed on, any applicable sanctions or restricted parties list, including without limitation OFAC’s Specially Designated Nationals and Blocked Persons List, the U.S. Department of Commerce Entity List or Denied Persons List, the UK Consolidated List, or the EU
EULA v2.1 - Effective 17 Aug 2025
Consolidated Sanctions List; or
(c) otherwise a person with whom dealings are prohibited under applicable sanctions laws.
27.3 The Licensee shall not export, re-export, release, transfer, download, or permit access to the Licensed Software or any related technology or technical data to any Sanctioned Person or into any embargoed or comprehensively sanctioned country or region, and shall not use the Licensed Software for any prohibited end-use under applicable export control laws, including uses related to weapons of mass destruction, military end-use/end-users where restricted, or surveillance or human-rights abuses where restricted. The Licensee shall not circumvent, or attempt to circumvent, geographic or identity controls (including by use of VPNs, proxy services, IP obfuscation, or false declarations) to access the Licensed Software in breach of this Clause 27.
27.4 The Licensor may conduct sanctions and export-control screening and due diligence on the Licensee and related transactions, may request reasonable information or documentation to verify compliance, and may suspend or restrict access (without liability) where the Licensor reasonably believes that continued performance could breach applicable law or this Clause 27, or pending completion of screening or investigation. Failure by the Licensee to provide requested information within a reasonable time constitutes a material breach of this Agreement.
27.5 The Licensee shall promptly notify the Licensor in writing if any representation in Clause 27.2 becomes untrue or if the Licensee becomes subject to, or is owned or controlled by a person subject to, applicable sanctions or export restrictions, and shall immediately cease all use of the Licensed Software unless and until the Licensor provides written authorisation to resume use to the extent permitted by law.
27.6 The Licensee is solely responsible for any authorisations, notifications, or licences required for its use of the Licensed Software under applicable export control or sanctions regimes and shall ensure that any onward transfer permitted by this Agreement (if any) complies with applicable law. Nothing in this Agreement requires the Licensor to seek or obtain any governmental licence or approval to provide the Licensed Software to the Licensee.
27.7 Any breach of this Clause 27 constitutes a material breach of this Agreement and may result in immediate suspension or termination pursuant to Clause 28, without prejudice to the Licensor’s other rights and remedies (including those under Clause 25). The obligations in this Clause 27 survive termination or expiry of this Agreement.
28. TERMINATION
28.1 The Licensee may terminate this Agreement at any time by written notice to info@neurocloud.co (or such other address as the Licensor may notify). The Licensor will process the termination and disconnect the Licensed Software from the Licensee’s account within one (1) business day following receipt of the notice. Termination by the Licensee shall not entitle the Licensee to any refund of Fees already paid except as expressly provided in Clause 8.
28.2 The Licensor may terminate this Agreement, or suspend access to the Licensed Software and/or the Ancillary Platform (in whole or in part), with immediate effect by written notice to the Licensee where:
the Licensee commits a material breach of this Agreement (including breach of Clauses 4 to 7, 10 to 13, 18 to 21, or 27) which is incapable of remedy or, if capable of remedy, is not remedied within seven (7) days after written notice requiring remedy;
any Fee is overdue and remains unpaid five (5) days after written notice;
the Licensor reasonably believes that continued access would pose a material security risk, enable ongoing infringement or misuse, or expose the Licensor to legal or regulatory
EULA v2.1 - Effective 17 Aug 2025
liability;
(d) the Licensee becomes subject to export control or sanctions restrictions, or the Licensor reasonably determines that continued performance would breach applicable law or Clause 27; or
the Licensee becomes insolvent, enters into liquidation or administration, makes a composition with creditors, or suffers any analogous event in any jurisdiction.
28.3 Suspension pursuant to Clause 28.2 may be applied as an alternative to termination where the Licensor reasonably considers suspension proportionate to address the relevant issue. During any suspension, the Licensor shall use reasonable efforts to notify the Licensee of the reason for suspension and, where appropriate, the steps required for reinstatement. If the underlying issue is not remedied within a reasonable time, the Licensor may proceed to terminate this Agreement.
28.4 Termination under this Agreement is without prejudice to any rights, remedies, claims, or defences accrued by either party as at the date of termination. Fees accrued or payable up to the effective date of termination shall become immediately due and payable. Except as expressly provided in Clause 8, Fees are non-refundable. Where termination is effected by the Licensor for reasons other than the Licensee’s material breach, the Licensee shall be entitled to a pro-rata refund of any unused portion of the Licence Fees.
28.5 Notices of termination or suspension may be delivered by email to the last contact details provided by the Licensee and shall be deemed received upon transmission, provided that the sender has not received a delivery failure notice. The Licensee is responsible for keeping its contact details up to date in accordance with Clause 19.8.
28.6 Following termination for any reason, the provisions of Clause 29 shall apply to the consequences of termination, including disconnection, cessation of access, and ongoing obligations. Clauses which by their nature are intended to survive termination (including, without limitation, Clauses 6, 8, 9, 11 to 16, 18 to 21, 22, 24 to 27, 29 to 32) shall continue in full force and effect.
29. EFFECT OF TERMINATION
29.1 Upon termination of this Agreement for any reason, all rights granted to the Licensee under this Agreement shall immediately cease. The Licensee shall promptly discontinue all access to and use of the Licensed Software and the Ancillary Platform, disconnect any connected trading accounts or integrations, and refrain from attempting to access the Licensed Software by any means (including through cached credentials, stored tokens, or passcodes).
29.2 The Licensor will disable the Licensee’s access to the Licensed Software and the Ancillary Platform within a reasonable period following the effective date of termination. The Licensee acknowledges that live positions and trading decisions remain solely the Licensee’s responsibility both before and after termination, and that the Licensor has no obligation to monitor, close, or otherwise manage any trades or positions.
29.3 The Licensee shall promptly remove, uninstall, or destroy any local components, materials, or copies of documentation provided in connection with the Licensed Software that remain in the Licensee’s possession or control, and shall not retain any access credentials, passcodes, screenshots, extracts, or derivative materials that would enable continued use.
29.4 All Fees accrued or payable up to the effective date of termination shall become immediately due and payable. Except as expressly provided in Clause 8, no Fees are refundable upon or after termination. Any unused service periods or credits (if any) shall be forfeited unless the Licensor agrees otherwise in writing. In the event of prolonged or repeated service outages attributable to the Licensor, the Licensee shall be entitled to a proportionate service credit or refund. EULA v2.1 - Effective 17 Aug 2025
29.5 The treatment of personal data and other data following termination shall be as set out in Clause 21. Without limiting Clause 21, the Licensor may retain logs, telemetry, and other records generated by the Ancillary Platform for a reasonable period for security, compliance, audit, and legal purposes. The Licensor has no obligation to maintain or restore the Licensee’s historical data after termination, save as required by applicable law.
29.6 Each party shall, upon written request of the other, return or securely destroy the other party’s Confidential Information in accordance with Clause 22.6. Any Confidential Information retained pursuant to legal, regulatory, archival, or backup requirements shall remain subject to Clause 22 until deletion in the ordinary course.
29.7 The Licensor may implement technical measures to prevent further access or use, including revocation of tokens, passcodes, licence keys, or API connections. The Licensee shall cooperate reasonably with any steps necessary to effect disconnection or disablement.
29.8 Termination does not affect the Licensee’s obligations to third parties, including brokers, dealers, trading venues, or payment processors. The Licensee remains solely responsible for closing, modifying, or managing any positions and for disconnecting any third-party integrations. The Licensor shall have no responsibility or liability for any losses, missed trades, or residual effects arising from the Licensee’s failure to take such steps.
29.9 Any transitional assistance requested by the Licensee after termination (for example, data exports where technically feasible) shall be provided at the Licensor’s discretion, may be subject to reasonable charges, and shall not include source code, strategy logic, or other proprietary materials.
29.10 To the extent the Licensee has previously consented to identified marketing use, the effect of termination on marketing references shall be handled in accordance with Clause 18.4. For the avoidance of doubt, the Licensor will cease creating new marketing materials referencing the Licensee’s performance upon termination and will remove or de-identify such references from the Licensor’s digital channels within a reasonable period, acknowledging that materials already printed, distributed, or embedded in third-party channels may not be capable of withdrawal.
29.11 Clauses which by their nature are intended to survive termination shall continue in full force and effect, including, without limitation, Clauses 6, 8, 9, 11 to 16, 18 to 22, 24 to 27, 29 to 32. Termination is without prejudice to any rights, remedies, claims, or defences accrued by either party as at the effective date of termination.
30. GOVERNING LAW AND JURISDICTION; U.S. CONSUMER PROTECTION AND JURISDICTION WAIVER
30.1 This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.
30.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. Each party irrevocably submits to the jurisdiction of such courts and waives any objection to proceedings in such courts on the grounds of forum non conveniens or otherwise. For the avoidance of doubt, venue shall be deemed proper in London. Service of process may be effected by email to the last-notified contact address, to the extent permitted by applicable law.
30.3 For consumers resident outside the United Kingdom, nothing in this Agreement shall deprive the consumer of the right to bring proceedings in the courts of their habitual residence where such right is mandated by applicable law.
30.4 Without prejudice to Clause 30.2, the Licensor may, where necessary to protect its Intellectual Property Rights or Confidential Information or to obtain urgent injunctive or equitable relief, EULA v2.1 - Effective 17 Aug 2025
seek such relief in any court of competent jurisdiction, and such pursuit shall not be construed as a waiver of the exclusive jurisdiction provisions otherwise set out in this Clause 30.
30.5 Subject to Clause 30A and only if a court of competent jurisdiction finally determines that the agreement to arbitrate in Clause 30A is unenforceable as to a particular claim, each party, to the fullest extent permitted by law, (a) waives any right to a jury trial; and (b) agrees that any such claim shall be brought solely in an individual capacity and not on a class, collective, consolidated, representative, or private attorney-general basis.
30.6 The parties agree that the English language version of this Agreement governs. Translations (if any) are provided solely for convenience and shall not affect interpretation.
30A. U.S. DISPUTE RESOLUTION (ARBITRATION)
30A.1 Application. This Clause 30A applies where the Licensee is located in the United States. To the extent of any inconsistency with Clauses 30.2 to 30.5, this Clause 30A prevails.
30A.2 Agreement to Arbitrate. Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by JAMS or the American Arbitration Association pursuant to their applicable rules for consumer/commercial disputes, as appropriate. The Federal Arbitration Act (9 U.S.C. §§ 1–16) governs the interpretation and enforcement of this agreement to arbitrate.
30A.3 Seat and Manner. Arbitration may be conducted by video conference, on written submissions, or, if an in-person hearing is requested, in the county (or parish) of the Licensee’s residence. The language shall be English.
30A.4 Individual Basis; Class Waiver. Claims may be brought only in an individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, representative, or private attorney-general action. The arbitrator has no authority to conduct class arbitration.
30A.5 Small-Claims Carve-Out. Either party may bring an individual action in a court of competent jurisdiction for claims within that court’s small-claims jurisdiction.
30A.6 30-Day Opt-Out. A Licensee may opt out of this Clause 30A within thirty (30) days after first agreeing to this Agreement by sending written notice to info@neurocloud.co stating the wish to opt out of arbitration. Opt-out does not affect the remainder of this Agreement.
30A.7 Injunctive Relief. Either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction as necessary to protect Intellectual Property Rights or Confidential Information, without prejudice to arbitration of the underlying dispute.
30A.8 The Licensor shall bear all administrative and arbitrator fees in excess of those that would be payable to file a claim in a court of competent jurisdiction. In the event of multiple similar claims, the arbitration provider’s mass-arbitration protocols shall apply so as to ensure fair and efficient resolution.
31. MISCELLANEOUS
31.1 Entire Agreement. This Agreement (together with any documents expressly incorporated by reference, including the Licensor’s then-current privacy policy) constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous discussions, proposals, understandings, and agreements, whether written or oral. Each party acknowledges that it has not relied on any statement, promise, or representation not expressly set out in this Agreement.
31.2 Order of Precedence. In the event of any conflict or inconsistency between the terms of this Agreement and any policy or ancillary document referenced herein, the terms of this EULA v2.1 - Effective 17 Aug 2025
Agreement shall prevail, except that, as between this Agreement and the privacy policy, Clause 21 shall govern the parties’ contractual data protection obligations.
31.3 Assignment and Transfer. The Licensee shall not assign, transfer, charge, or otherwise deal with any of its rights or obligations under this Agreement (including by operation of law) without the Licensor’s prior written consent. The Licensor may assign or transfer its rights or obligations, in whole or in part, to an affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of assets, provided that such assignment does not materially reduce the Licensee’s rights under this Agreement.
31.4 Subcontracting. The Licensor may use subcontractors and sub-processors in the performance of this Agreement. The Licensor shall remain responsible for their acts and omissions as for its own, subject to the limitations and exclusions of liability set out in this Agreement.
31.5 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, employment, fiduciary, or agency relationship between the parties. The Licensee has no authority to bind the Licensor.
31.6 Waiver. A failure or delay by either party to exercise any right or remedy under this Agreement shall not operate as a waiver of that or any other right or remedy. A waiver is effective only if in writing and signed (or issued by email) by an authorised representative and shall apply only to the specific instance identified.
31.7 Severability (General). If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, such provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable, and, if modification is not possible, it shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the remaining provisions.
31.8 Severability of Disclaimers (Specific). Without limiting Clause 31.7, the parties agree that the risk disclosures and disclaimers in Clauses 14 to 16, the regulatory statements in Clauses 4, 11, and 27, and the limitations/exclusions in Clause 24 are intended to operate independently and cumulatively. If any portion of those clauses is found invalid or unenforceable, the remaining portions shall continue in full force and effect and shall be construed to achieve, to the maximum lawful extent, the allocation of risk and regulatory posture intended by the parties.
31.9 No Set-Off. The Licensee shall make all payments without set-off or deduction save where such set-off or deduction is required by law or relates to the Licensee’s exercise of a statutory right, including but not limited to chargeback rights available to consumers.
31.10 Notices. Except where this Agreement permits notice by other means (including operational notices within the Ancillary Platform), legal notices under this Agreement shall be in writing and delivered by email. Notices to the Licensor shall be sent to info@neurocloud.co (or such other address as the Licensor may notify). Notices to the Licensee shall be sent to the primary email address associated with the Licensee’s account. A notice sent by email shall be deemed received at the time of transmission, provided that the sender has not received a delivery failure notice. The Licensee is responsible for keeping contact details current in accordance with Clause 19.8.
31.11 Further Assurances. Each party shall, at its own cost and upon reasonable request of the other, execute and deliver such documents and take such further acts as may be reasonably necessary to give full effect to this Agreement and the transactions contemplated hereby.
31.12 Cumulative Remedies. Except as expressly stated otherwise, the rights and remedies provided in this Agreement are cumulative and in addition to, and not exclusive of, any rights or remedies provided by law or in equity.
31.13 Third-Party Rights. A person who is not a party to this Agreement shall have no rights to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999, save that the indemnified persons described in Clause 25.1 may enforce Clause 25 subject to and in EULA v2.1 - Effective 17 Aug 2025
accordance with that Act. The consent of such persons is not required to rescind or vary this Agreement.
31.14 Time of the Essence. Time shall be of the essence in respect of the Licensee’s payment obligations under this Agreement.
31.15 Interpretation. The rules of interpretation in Clause 1 apply to this Agreement as a whole. The parties agree that this Agreement shall not be construed against a party by reason only that such party (or its legal counsel) drafted it.
31.16 Validity of Electronic Communications. Communications and records created, executed, or delivered electronically (including click-wrap acceptance referenced in Clause 32) shall have the same legal effect as originals and satisfy any requirement for writing or signature to the fullest extent permitted by applicable law.
32. SIGNATURE AND ELECTRONIC CONSENT
32.1 By selecting an “I Agree”, “Accept”, “Agree and Continue”, “Purchase”, or similar button or checkbox, by placing an order for the Licensed Software, by entering or using a passcode to activate access, or by accessing or continuing to use the Licensed Software or the Ancillary Platform after notice of updated terms pursuant to Clause 3, the Licensee acknowledges and agrees that they have read, understood, and agree to be bound by this Agreement.
32.2 The Licensee agrees that any such action constitutes the Licensee’s electronic signature and acceptance of this Agreement to the fullest extent permitted by applicable law, including (where relevant) the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN), the UK Electronic Communications Act 2000, and the EU eIDAS Regulation. No wet-ink signature is required.
32.3 If the Licensee is an entity, the individual taking the actions described in Clause 32.1 represents and warrants that they are duly authorised to bind the entity, and that the entity accepts and agrees to this Agreement.
32.4 The Licensee consents to receive and retain this Agreement and all related disclosures, notices, and records electronically (including by email and via the Ancillary Platform) and confirms that they have the hardware, software, and internet access necessary to receive, review, download, and print such materials. Notices will be delivered in accordance with Clause 31.10.
32.5 The Licensor may maintain records of the Licensee’s acceptance and related activity, including timestamps, IP addresses, device or session identifiers, and acceptance artefacts (such as screenshots or logs). In the absence of manifest error, the Licensor’s records shall constitute prima facie evidence of acceptance and the version of this Agreement agreed by the Licensee.
32.6 A current copy of this Agreement will be made reasonably available to the Licensee via the Ancillary Platform or upon written request to the Licensor. The Licensee should print or save a copy of this Agreement for their records.
32.7 If applicable law in the Licensee’s jurisdiction requires a different form of execution for any provision, the parties will cooperate in good faith to execute such provision in the required form; provided that the validity of the Licensee’s electronic acceptance under Clauses 32.1 and 32.2 shall be preserved to the maximum extent permitted by law.
32.8 The Licensee acknowledges that their continued access to or use of the Licensed Software or the Ancillary Platform after being notified of updated terms in accordance with Clause 3 constitutes acceptance of the updated terms from the effective date specified in such notice.
EULA v2.1 - Effective 17 Aug 2025
NEUROCLOUD LTD - END USER LICENCE AGREEMENT (EULA)
Issued by Neurocloud Ltd Effective Date: 17/08/2025 Jurisdiction of Incorporation: England and Wales
This End User Licence Agreement (the “Agreement” or “Terms”) is a legally binding contract between Neurocloud Ltd, a private limited company incorporated and registered in England and Wales (“Neurocloud,” “Licensor,” “Company,” “we,” or “us”), and you, the end user (“Licensee” or “you”), who accesses, uses, or subscribes to Neurocloud’s proprietary algorithmic trading software, tools, onboarding, or services (collectively, the “Products” or “Licenced Technology”).
PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING, INSTALLING, CONFIGURING, COPYING, OR OTHERWISE USING THE LICENSED TECHNOLOGY, YOU EXPRESSLY AGREE TO BE BOUND BY THESE TERMS.
1. INTERPRETATION
1.1 In this Agreement, the following terms have the meanings set out below:
1.1.1 “Activation Date” means the date on which the Licensee first connects a live trading account to the Licensed Software via the Ancillary Platform.
1.1.2 “Agreement” means this End-User Licence Agreement, including any documents expressly incorporated by reference (such as the Licensor’s then-current privacy policy), as amended from time to time in accordance with Clause 3.
1.1.3 “Ancillary Platform” means the Licensor’s password-protected online interface (currently operating through a white-label integration of third-party technology, including TradeSync) used to facilitate connection of the Licensee’s trading account(s) to the Licensed Software and to display related information.
1.1.4 “APVS” means Alpha Performance Verification Services, an independent verification provider referred to in Clause 17.
1.1.5 “Broker” means any independent third-party broker, dealer, trading platform, venue, or account provider (including, without limitation, Global Next Trade).
1.1.6 “Business Day” means a day (other than a Saturday, Sunday, or public holiday in England) on which banks in London are open for normal business.
1.1.7 “Confidential Information” has the meaning given in Clause 22.1.
1.1.8 “Data Protection Law” means applicable data protection and privacy law, including the UK GDPR and the Data Protection Act 2018, and any mandatory local law that cannot lawfully be excluded.
1.1.9 “Effective Date” has the meaning given in Clause 2.1.
1.1.10 “EA” means the Expert Advisor trading algorithm licensed under this Agreement.
1.1.11 “Fees” means, collectively, the Licence Fee, the Subscription Fee, and any applicable taxes, charges, or other amounts payable under this Agreement.
1.1.12 “Force Majeure Event” has the meaning given in Clause 23.2.
1.1.13 “GNT” means Global Next Trade, an independent Broker referenced in Clause 11. EULA v2.1 - Effective 17 Aug 2025
1.1.14 “GNT-X” means a specific MT5 account type offered by GNT that, according to GNT’s offering, applies particular parameters to the Licensee’s account; any decision to use GNT-X is solely at the Licensee’s discretion (see Clause 11).
1.1.15 “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered, including all applications, renewals, extensions, and rights to claim priority, and all similar or equivalent rights or forms of protection in any part of the world.
1.1.16 “Licence” means the limited rights of use granted to the Licensee under Clause 5.
1.1.17 “Licence Fee” means the one-time fee of USD $14,995 (or such other amount notified in accordance with Clause 9) payable for the Licence.
1.1.18 “Licensed Software” means, collectively, the EA and the Ancillary Platform functionality made available by the Licensor to the Licensee under this Agreement, together with any updates, modifications, enhancements, hotfixes, and maintenance releases supplied by the Licensor in accordance with Clause 12.
1.1.19 “Licensee” means the person or entity accepting this Agreement and to whom the Licence is granted.
1.1.20 “Licensor” means Neurocloud Ltd, a company incorporated in England and Wales, whose principal place of business is Suite 1.01, Tyttenhanger House, Coursers Road, St Albans, Hertfordshire, AL4 0PG, United Kingdom.
1.1.21 “MT5” means MetaTrader 5, a third-party trading platform on which the Licensee’s trades are executed.
1.1.22 “Passcode” means the unique code issued by the Licensor following purchase that the Licensee must input to activate access to the Licensed Software within the Ancillary Platform.
1.1.23 “Payment Service Provider” or “PSP” means any third-party payment processor engaged to process payments on the Licensor’s behalf.
1.1.24 “Pioneer” means Pioneer Asset Management AG, a regulated asset manager referenced in Clause 11.
1.1.25 “Sanctions Laws” means applicable export control, trade, and economic sanctions laws and regulations, including those of the United Kingdom, United States, and European Union, as further addressed in Clause 27; Sanctioned Person shall be construed accordingly.
1.1.26 “Subscription Fee” means the recurring monthly fee of USD $99 (or such other amount notified in accordance with Clause 9) payable for ongoing access to and maintenance of the Licensed Software via the Ancillary Platform.
1.1.27 “Third-Party Materials” means any third-party software, services, libraries, data, or other materials included in, integrated with, or accessed via the Licensed Software.
1.1.28 “Trading Start Date” means the date on which live trading first occurs on the Licensee’s connected trading account using the Licensed Software, as further described in Clause 8.1. EULA v2.1 - Effective 17 Aug 2025
1.1.29 “UK GDPR” means the retained EU law version of the General Data Protection Regulation (EU) 2016/679, as applied in the United Kingdom by the Data Protection Act 2018 and related legislation.
1.2 In this Agreement, unless the context requires otherwise:
(a) references to a person include natural persons, corporate or unincorporated bodies (with or without separate legal personality), and that person’s successors and permitted assigns;
(b) words in the singular include the plural and vice versa;
(c) a reference to a statute or statutory provision is a reference to it as amended, extended, re-enacted, or replaced from time to time and includes subordinate legislation;
(d) including, include, in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding them;
(e) a reference to writing or written includes email and electronic notices given in accordance with Clause 31.10;
(f) headings are for convenience only and do not affect interpretation;
(g) a reference to a Clause is to a clause of this Agreement; and (h) references to USD or $ are to United States dollars, unless otherwise stated.
2. COMMENCEMENT AND DURATION
2.1 This Agreement takes effect on the earlier of (a) the Licensee’s electronic acceptance in accordance with Clause 32, or (b) the Licensee’s first access to or use of the Licensed Software or the Ancillary Platform (the “Effective Date”).
2.2 The licence granted under this Agreement becomes operable only after payment of the applicable Fees in accordance with Clause 9 and activation in accordance with Clause 10. For clarity, acceptance of this Agreement may occur before activation, but no access will be enabled until Fees are received and the activation steps are completed.
2.3 This Agreement continues in force from the Effective Date until terminated in accordance with Clause 28. The licence is revocable in accordance with Clauses 5.6 and 28 and may be suspended pursuant to Clauses 10, 20, 24, or 27 where applicable.
2.4 The Subscription Fee renews monthly in advance unless cancelled, as set out in Clause 9. Cancellation of the subscription affects future renewals only and does not by itself terminate this Agreement; termination must be effected under Clause 28.
2.5 The guarantee period described in Clause 8 runs from the Trading Start Date as defined in that clause and does not alter the Effective Date or the commencement of this Agreement. Disconnection of the Licensed Software to facilitate a refund under Clause 8 will be handled in accordance with Clauses 8 and 29.
2.6 Suspension, restriction, or temporary unavailability of the Licensed Software or the Ancillary Platform (including for maintenance, security, or legal reasons under Clauses 10, 12, or 23) does not constitute termination and does not create a right to any refund except as expressly provided in Clause 8 or as required by mandatory law.
2.7 Termination (whether by the Licensee or the Licensor) shall be effected in accordance with Clause 28. The consequences of termination, including disconnection and post-termination obligations, are set out in Clause 29. Clauses intended to survive termination shall continue as specified in Clauses 28.6 and 29.11. EULA v2.1 - Effective 17 Aug 2025
2.8 Amendments to this Agreement during the term are governed by Clause 3. Continued access to or use of the Licensed Software after the effective date of an amendment constitutes acceptance of the amended terms in accordance with Clause 32.8.
3. AMENDMENTS
3.1 The Licensor may amend this Agreement from time to time to reflect updates to the Licensed Software or Ancillary Platform, changes in law or regulatory guidance, security or risk considerations, corrections or clarifications, or changes to the Licensor’s business or policies.
3.2 The Licensor will notify the Licensee of amended terms by email to the primary address on file and/or by in-product notice within the Ancillary Platform, and will make the amended Agreement reasonably available for review. Notices are deemed received in accordance with Clause 31.10.
3.3 Unless a longer notice period is expressly stated in this Agreement for a specific change (for example, Clause 9.9 for Fee changes), amendments will take effect on the effective date stated in the notice. For changes that materially reduce the Licensee’s contractual rights or impose new material obligations (other than changes required by law or by an urgent security need), the Licensor will provide reasonable advance notice prior to the effective date.
3.4 Continued access to or use of the Licensed Software or the Ancillary Platform on or after the effective date of an amendment constitutes the Licensee’s acceptance of the amended Agreement, as further described in Clause 32.8. If the Licensee does not agree to an amendment, the Licensee may terminate this Agreement before the amendment’s effective date in accordance with Clause 28. Termination does not entitle the Licensee to any refund except as expressly provided in Clause 8.
3.5 The Licensor may, at its discretion, require the Licensee to indicate acceptance of amended terms by affirmative action (for example, by clicking “I Agree” or re-entering a passcode). Failure to complete such action by the stated deadline may result in suspension of access until acceptance is recorded.
3.6 Notwithstanding the foregoing, any amendment that materially and adversely affects the Licensee’s rights or obligations shall only take effect where the Licensee has expressly re-assented to such amendment. If the Licensee does not so assent, the Licensee may terminate the Agreement and shall be entitled to a pro-rata refund of any pre-paid Licence Fees corresponding to the unused portion of the Licence Term.
3.7 Amendments to the Licensed Software or Ancillary Platform themselves (including changes to features, performance, integrations, or availability) are governed by Clause 12 and do not of themselves amend this Agreement unless expressly stated.
3.8 Changes to the Licensor’s privacy practices will be handled in accordance with Clause 21 and applicable data protection law. Where required by law, the Licensor will seek the Licensee’s consent for material changes to processing for which the Licensor acts as controller.
3.9 The Licensor will maintain or make available a record of the effective date of the current version of this Agreement. The Licensor’s acceptance records (including timestamps, IP addresses, and acceptance artefacts) constitute prima facie evidence of the version agreed, without prejudice to the Licensee’s rights at law.
3.10 In the event of any conflict between an amendment notice and the text of the amended Agreement, the text of the amended Agreement prevails. Order-of-precedence rules are set out in Clause 31.2. EULA v2.1 - Effective 17 Aug 2025
4. NATURE OF SERVICES, REGULATORY STATUS, AND DISCLAIMER OF REGULATED ACTIVITY
4.1 The Licensee acknowledges and agrees that Neurocloud Ltd (the “Licensor”) is engaged solely in the development, licensing, and maintenance of proprietary software solutions, including the Expert Advisor trading algorithm and the Ancillary Platform (together, the “Licensed Software”). The Licensed Software is a technological tool. The Licensor provides technology and related support only.
4.2 The Licensor does not accept or hold client funds, does not maintain custody over any trading account, and does not place, execute, modify, or manage trades or positions for the Licensee. All trading activity is initiated, configured, and conducted solely by the Licensee through the Licensee’s own independently selected broker and trading account(s).
4.3 The Licensor does not provide investment advice, recommendations, portfolio management, suitability or appropriateness assessments, trading signals amounting to advice, or any other advisory or discretionary services. Any references to performance, configurations, broker offerings, or parameters are illustrative and informational only and shall not be construed as a solicitation, endorsement, or inducement to trade. Clause 15 (No Financial Advice Disclaimer) applies.
4.4 The Licensor is not, and shall not be deemed to be, a broker-dealer, introducing broker, investment adviser, commodity trading advisor, commodity pool operator, futures commission merchant, or any similar regulated person or firm. The Licensor does not undertake any activity requiring authorisation or registration with the Financial Conduct Authority (FCA), the U.S. Securities and Exchange Commission (SEC), the U.S. Commodity Futures Trading Commission (CFTC), the National Futures Association (NFA), or any equivalent authority in any jurisdiction.
4.5 The Licensor does not receive commissions, rebates, spreads, transaction-based remuneration, or other payments from any broker, dealer, or trading venue in connection with the Licensee’s trading activity. Any commercial arrangements the Licensor may have with third parties (including regulated asset managers) relate to technology licensing and are separate from, and do not affect, the independence of the Licensee’s broker relationship. Nothing in this Agreement shall be construed as the Licensor introducing, recommending, or arranging accounts for the Licensee.
4.6 The Licensee bears sole responsibility for selecting and maintaining broker relationships and trading account(s); configuring and controlling all risk settings, parameters, and capital allocations; determining whether use of the Licensed Software is suitable in light of the Licensee’s objectives, experience, and risk tolerance; and complying with all applicable laws, rules, and broker or venue requirements in every relevant jurisdiction.
4.7 No fiduciary, advisory, agency, partnership, joint venture, or similar relationship arises between the Licensor and the Licensee (or between the Licensor and any broker, dealer, venue, or other third party) by virtue of this Agreement or the Licensee’s use of the Licensed Software. The Licensor owes no duties to monitor, supervise, or act in the best interests of the Licensee beyond the express contractual obligations set out in this Agreement. Clause 11 addresses third-party platforms and brokers.
4.8 The Licensor shall ensure that any communication which could reasonably be regarded as a financial promotion or as an invitation or inducement to engage in investment activity is (a) approved by an FCA-authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000; or (b) directed only to persons to whom such promotion may lawfully be made or who fall within an applicable exemption.
4.9 In the United States, the Licensor’s promotional communications shall, as a matter of policy, adhere to standards materially consistent with prevailing SEC and CFTC/NFA advertising guidance (including fair and balanced presentation, no unsubstantiated claims, and prominent disclosure of material limitations), irrespective of whether the Licensor is required to register. EULA v2.1 - Effective 17 Aug 2025
4.10 Nothing in this Clause 4 affects the disclaimers and allocation of responsibility in Clauses 14 to 16 or the statements regarding brokers and third-party platforms in Clause 11.
.
5. LICENCE GRANT
5.1 Subject to the Licensee’s continuing compliance with this Agreement (including payment of Fees under Clause 9), the Licensor grants to the Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable, worldwide licence to access and use the Licensed Software, in object-code form only, via the Ancillary Platform, solely for operating the Licensee’s own trading account(s) for internal purposes during the term of this Agreement.
5.2 The licence granted under Clause 5.1 confers rights of use only and does not transfer any ownership or Intellectual Property Rights in the Licensed Software, the Ancillary Platform, or any related materials. No rights are granted by implication, estoppel, or otherwise beyond those expressly set out in this Agreement.
5.3 The licence is conditioned upon: (a) the Licensee’s timely payment of all Fees and charges when due; (b) the Licensee’s compliance with Clauses 6 and 7 and all other applicable provisions of this Agreement; and (c) the Licensee maintaining a supported technical environment as described in Clauses 10, 12, and 19. Failure to satisfy any condition entitles the Licensor to suspend or revoke access in accordance with Clause 28.
5.4 Access to and use of the Licensed Software is limited to the Licensee and to the functionality, capacity limits, and connection allowances enabled in the Licensee’s account from time to time. The Licensee shall not share, assign, sell, rent, lease, time-share, outsource, or otherwise make the Licensed Software, the Ancillary Platform, or any access credentials, passcodes, tokens, or licence keys available to any third party.
5.5 The Licensed Software is provided solely through the Ancillary Platform. The Licensor is under no obligation to deliver source code, make available underlying algorithms, or provide local installable copies, SDKs, or technical documentation beyond what the Licensor elects to provide in its discretion.
5.6 The Licensor may suspend, restrict, or revoke the licence, in whole or in part, immediately upon written notice where the Licensor reasonably determines that the Licensee is in breach of this Agreement (including Clauses 6, 7, 10, 19, or 27), where continued access would pose a security, legal, or regulatory risk, or where Fees remain unpaid after notice, without prejudice to any other rights or remedies.
5.7 All updates, modifications, enhancements, hotfixes, and maintenance releases supplied by the Licensor form part of the Licensed Software and are licensed on the terms of this Agreement, subject to Clause 12. Any optional or premium features that the Licensor elects to offer for an additional charge are outside the scope of this licence unless expressly stated otherwise.
5.8 The licence is personal to the Licensee and shall not be used on behalf of any third party, as part of any managed account or pooled vehicle, or in any manner that would constitute regulated financial services in any applicable jurisdiction. The Licensee’s use must at all times comply with Clauses 4, 11, and 15 and with all applicable laws, rules, and regulations.
5.9 The rights granted under this Clause 5 commence on activation in accordance with Clause 10 and continue until terminated in accordance with Clause 28. Upon termination or expiry, the licence automatically ceases and Clause 29 applies.
6. LICENCE RESTRICTIONS
6.1 The Licensee shall not, and shall not permit any third party to: EULA v2.1 - Effective 17 Aug 2025
6.1.1 copy, reproduce, duplicate, or otherwise replicate the Licensed Software or any part of it;
6.1.2 modify, adapt, translate, port, or create derivative works from the Licensed Software;
6.1.3 attempt to reverse engineer, decompile or disassemble the Licensed Software, except to the extent that such activity is expressly permitted by applicable law (including for the purposes of achieving interoperability with other software programs);
6.1.4 sell, sublicense, assign, pledge, rent, lease, lend, time-share, outsource, provide as a managed service, or otherwise transfer or make the Licensed Software (or any access credential, passcode, token, or licence key) available to any third party;
6.1.5 use the Licensed Software on behalf of, or for the benefit of, any third party or in any service-bureau, managed-account, copy-trading, signal-redistribution, or pooled-vehicle arrangement, except as expressly permitted in this Agreement;
6.1.6 circumvent, disable, interfere with, or otherwise breach any security, usage, metering, or access-control mechanism, including attempting to defeat technical protection measures or licence enforcement;
6.1.7 remove, alter, or obscure any proprietary, confidentiality, copyright, trademark, or other rights notices;
6.1.8 access or use the Licensed Software to design, build, train, support, or improve a product or service that is the same as or substantially similar to, or that competes with, the Licensed Software or the Licensor’s business;
6.1.9 publish, disclose, or disseminate performance tests, benchmarks, or evaluations of the Licensed Software without the Licensor’s prior written consent;
6.1.10 scrape, harvest, crawl, or use automated data-extraction or load-testing tools against the Ancillary Platform or the Licensed Software, except as expressly authorised in writing by the Licensor and subject to applicable rate limits and technical guidelines;
6.1.11 use the Licensed Software for any unlawful, fraudulent, infringing, or prohibited purpose, including any purpose that would breach applicable financial services, market abuse, consumer protection, data protection, export control, or sanctions laws; or
6.1.12 facilitate, aid, abet, or knowingly permit any person to engage in any of the foregoing.
6.2 The Licensed Software may include or interoperate with Third-Party Materials. The Licensee shall comply with the applicable terms of use or licence for any Third-Party Materials and acknowledges that ownership in such materials remains with the relevant third party. Nothing in this Agreement grants the Licensee any rights in Third-Party Materials beyond those necessary for the Licensed Software to operate as provided by the Licensor.
6.3 The licence granted in Clause 5 is personal to the Licensee. Any attempt to assign, transfer, encumber, or otherwise deal with the licence or any access credentials in breach of this Agreement is void and constitutes a material breach.
6.4 Any breach of this Clause 6 constitutes a material breach of this Agreement and, without limiting any other rights or remedies, entitles the Licensor to suspend or terminate access in accordance with Clause 28, seek injunctive or other equitable relief, and recover damages, costs, and expenses (including reasonable legal and expert fees) arising from the breach.
6.5 The Licensee acknowledges that the Licensed Software embodies confidential information and trade secrets of the Licensor and/or its licensors. Unauthorised use or disclosure would EULA v2.1 - Effective 17 Aug 2025
cause irreparable harm for which monetary damages may be inadequate. The Licensor shall be entitled to seek immediate injunctive relief in addition to any other remedies available at law or in equity.
6.6 The restrictions in this Clause 6 survive termination or expiry of this Agreement and continue for so long as the Licensed Software (or any part of it) remains protected by Intellectual Property Rights or applicable law.
7. SCOPE OF USE
7.1 The Licensee is authorised to use the Licensed Software solely for operating the Licensee’s own trading account(s) via the Ancillary Platform, and strictly in accordance with this Agreement. Use is personal to the Licensee and for internal purposes only.
7.2 The Licensee acknowledges that the Licensed Software is designed to operate with a recommended minimum account balance of USD $5,000 (or equivalent). Operating below this level may result in non-optimal behaviour, including missed or rejected trades due to margin constraints. The Licensor shall have no responsibility for missed trades, reduced performance, or other impacts arising from the Licensee’s decision to operate below the recommended level, and the Licensee remains solely responsible for ensuring sufficient margin and leverage at all times.
7.3 All trading parameters and risk settings (including, without limitation, lot sizing, risk per trade, symbols enabled/disabled, trading hours, and any advanced filters) are selected and controlled exclusively by the Licensee. The Licensor shall not be deemed to exercise discretion or control over the Licensee’s trading activity. Any default or example settings, templates, or walkthroughs provided by the Licensor are illustrative only and do not constitute advice or a recommendation. The Licensee should review and, where necessary, re-validate its settings following updates or changes described in Clause 12.
7.4 The Licensee is solely responsible for establishing and maintaining the connection of their trading account(s) to the Ancillary Platform, verifying on an ongoing basis that the connection and execution are functioning as intended, monitoring orders and positions, ensuring compliance with broker rules and symbol specifications, and taking prompt remedial action (including disconnecting the Licensed Software) in the event of errors, interruptions, or unexpected behaviour. The Licensor does not monitor the Licensee’s connection or account and has no obligation to detect, notify of, or correct issues on the Licensee’s behalf (see Clauses 10, 14 to 16).
7.5 The Licensee shall not use the Licensed Software on behalf of any third party; as part of any managed account service, pooled investment vehicle, or copy-trading/signal redistribution arrangement not expressly approved in writing by the Licensor; to provide services that are the same as or substantially similar to regulated investment or brokerage services; or in any manner that would constitute regulated financial services in any applicable jurisdiction (see Clauses 4, 11, and 15).
7.6 Any use of the Licensed Software must comply with all applicable laws, rules of relevant trading venues and brokers, export control and sanctions laws (Clause 27), and this Agreement. Breach of Clause 7.5 (or persistent failure to comply with Clause 7.4 after notice) constitutes a material breach and may result in suspension or termination under Clause 28, without prejudice to the Licensor’s other rights and remedies.
8. 30-DAY SATISFACTION GUARANTEE
8.1 The Licensor offers the Licensee a thirty (30) day satisfaction guarantee in respect of the one-time Licence Fee. The guarantee period begins on the date live trading first occurs on the Licensee’s connected trading account using the Licensed Software (the “Trading Start Date”), as evidenced by execution logs visible to the Licensor via the Ancillary Platform or other reasonable records. EULA v2.1 - Effective 17 Aug 2025
8.2 To exercise the guarantee, the Licensee must give written notice to info@neurocloud.co within thirty (30) days of the Trading Start Date stating that they are not satisfied and requesting a refund of the Licence Fee. Upon receipt of such notice, the Licensor will disable the Licensed Software in respect of the Licensee’s account. The Licensee acknowledges that the Licensor does not close positions or manage the Licensee’s trading account; any open positions remain the Licensee’s sole responsibility.
8.3 The Licensor may reasonably request information necessary to verify eligibility and process the request (including confirmation of the Trading Start Date and the account identifier connected to the Ancillary Platform). Eligibility for the guarantee is conditional on:
the Licensed Software having been connected to a live trading account and trades having been executed;
the Licensee not being in material breach of this Agreement; and
the Licensee cooperating in good faith to allow disconnection of the Licensed Software.
8.4 If the Licensee validly exercises the guarantee, refunds will be made in full save that the Licensor may deduct only such third-party payment processing costs as are demonstrably non-recoverable and shall provide an itemised statement of such deductions upon request.
8.5 The Licensor will process an approved refund within a reasonable period after, (a) disconnection of the Licensed Software from the Licensee’s account and (b) receipt of any information reasonably required under Clause 8.3, and in any event no later than ten (10) business days thereafter.
8.6 The guarantee applies only to the one-time Licence Fee for a first-time purchase of the Licensed Software by the Licensee and does not apply to Subscription Fees or to any subsequent purchases, renewals, upgrades, or separate services. No pro-rata or partial refunds are provided for periods of non-use.
8.7 The guarantee is offered per Licensee. The Licensor may decline repeat claims that, in the Licensor’s reasonable opinion, constitute abuse of the guarantee or are associated with related accounts acting in concert. Initiating a chargeback or payment dispute before allowing the Licensor a reasonable opportunity to process a refund under this Clause 8 may delay or void eligibility and the Licensor reserves the right to contest such chargeback.
8.8 After expiry of the thirty (30) day period, the Licence Fee is strictly non-refundable, regardless of use, results achieved, or subsequent disconnection, except to the extent a refund is required by mandatory law.
8.9 Nothing in this Clause 8 affects any non-waivable statutory rights of the Licensee under applicable law. Where a refund of taxes is not permitted by law or by the applicable tax authority, such amounts will not be refunded.
9. FEES AND PAYMENT
9.1 The Licensee shall pay a one-time licence fee of USD $14,995 at the time of purchase and in cleared funds before access to the Licensed Software is activated.
9.2 In addition to the Licence Fee, the Licensee shall pay a recurring subscription fee of USD $99 per calendar month for ongoing access to and maintenance of the Licensed Software via the Ancillary Platform. The subscription commences on the date the Licensee first connects their trading account to the Licensed Software (the “Activation Date”) and renews monthly in advance unless cancelled in accordance with this Agreement. The Subscription Fee is separate from, and not covered by, the satisfaction guarantee in Clause 8. EULA v2.1 - Effective 17 Aug 2025
9.3 All payments shall be made using a payment method accepted by the Licensor or its appointed payment processor at the time of purchase. By providing a payment method, the Licensee authorises the Licensor (or its processor) to store the relevant payment token and to automatically charge the Subscription Fee on each renewal until cancellation.
9.4 All amounts are stated and payable in United States dollars (USD), exclusive of taxes. The Licensee is responsible for any applicable sales tax, VAT, GST, withholding, duties, or other governmental charges. If the Licensee is required by law to withhold taxes, the Licensee shall pay such additional amounts as are necessary to ensure the Licensor receives the full amount it would have received absent such withholding.
9.5 The Licensee may cancel future subscription renewals at any time via the in-app cancellation mechanism described in Clause 9.14 or by written notice to info@neurocloud.co.
9.6 Where a refund of the Licence Fee is due under Clause 8, the refunded amount will be net of payment service provider fees, banking charges, currency conversion costs, and other third-party processing costs incurred in connection with the original payment or the refund. Subscription Fees are not refundable.
9.7 If any payment is declined, returned, or otherwise fails to clear, the Licensor may suspend access to the Licensed Software and the Ancillary Platform until full payment is received. The Licensor is not liable for any losses, missed trades, or reduced performance resulting from such suspension. If a chargeback or payment dispute is initiated without first providing the Licensor a reasonable opportunity to resolve the matter, the Licensor may treat such action as a material breach and seek recovery of associated fees and costs.
9.8 Currency conversion and related banking charges are the responsibility of the Licensee. The amount actually charged may vary due to exchange rates applied by the Licensee’s bank or card issuer.
9.9 The Licensor may adjust Fees prospectively by giving the Licensee not less than thirty (30) days’ notice. Any change will take effect on the next renewal following the notice period and will not affect the scope of the satisfaction guarantee already provided in Clause 8.
9.10 Where the Licensee is a consumer in the UK/EU, the Licensee expressly requests and consents to immediate provision of digital content and acknowledges that this immediate supply means the statutory right to withdraw within 14 days does not apply. This does not affect the 30-Day Satisfaction Guarantee in Clause 8.
9.11 Except as expressly provided in Clause 8, all Fees paid are non-refundable, whether or not the Licensed Software is used or remains connected.
9.12 At checkout the Licensor will present the recurring billing terms in a clear and conspicuous manner and obtain the Licensee’s express informed consent to auto-renewal by way of an affirmative checkbox or equivalent unambiguous action.
9.13 The Licensor will provide a renewal reminder by email sent a reasonable period (typically three (3) to seven (7) days) before each monthly renewal.
9.14 The Licensor will make available a self-serve cancellation mechanism accessible through account settings within the Ancillary Platform that enables the Licensee to cancel renewal at any time with minimal steps. Cancellation takes effect for future renewals and the Licensee will receive immediate confirmation of cancellation via email.
9.15 Nothing in this Clause 9 obliges the Licensor to provide pro-rata refunds except as expressly set out in Clause 8 or required by mandatory law. EULA v2.1 - Effective 17 Aug 2025
10. ACCESS TO ANCILLARY PLATFORM
10.1 Following payment of the applicable Fees, the Licensee shall create an account on the Ancillary Platform and establish their own secure login credentials. To activate access to functionality associated with the Licensed Software, the Licensee must enter the unique passcode provided by the Licensor after purchase. Access is personal to the Licensee, non-transferable, and must not be shared, disclosed, or otherwise made available to any third party.
10.2 The Ancillary Platform is provided for the Licensee’s convenience to facilitate connection of the Licensee’s trading account(s) to the Licensed Software and to display related performance and operational information. The Licensee acknowledges that the Ancillary Platform operates using a white-label integration of third-party technology (currently TradeSync) and may interoperate with other third-party systems (including MT5 and broker platforms) that are outside the Licensor’s control.
10.3 The Licensee is solely responsible for establishing and maintaining the connection between their trading account(s) and the Ancillary Platform, for verifying on an ongoing basis that such connection is functioning as intended, and for promptly taking any remedial action the Licensee deems necessary. The Licensor does not monitor the Licensee’s connection on their behalf and has no obligation to detect, notify of, or correct connection issues (see also Clauses 19 and 16).
10.4 The Licensor shall have no responsibility or liability for any loss, missed trade, execution difference, delay, error, or other impact arising from or related to faults, outages, degradations, misconfigurations, or interruptions in the Ancillary Platform, the TradeSync backend, MT5, broker or exchange systems, telecommunications or hosting providers, the Licensee’s devices or networks, or other third-party services, subject to the limitations and disclaimers set out elsewhere in this Agreement (including Clauses 14 to 16, 23, and 24).
10.5 Access to the Ancillary Platform may be suspended temporarily for scheduled or emergency maintenance, updates, security measures, or changes required by third-party providers. Where reasonably practicable, the Licensor will provide advance notice of scheduled work and will use reasonable efforts to minimise disruption and restore access promptly. The Licensor shall not be liable for losses arising from such suspension, provided the Licensor acts consistently with this Clause 10 and Clause 12.
10.6 Passcodes, licence keys, tokens, and similar access controls may be unique to the Licensee and subject to rotation, expiry, or revocation where the Licensor reasonably suspects compromise, misuse, or non-compliance, or where rotation is advisable for security or compliance reasons. Replacement credentials may be issued upon verification and at the Licensor’s discretion. Any suspected compromise must be reported without undue delay in accordance with Clause 19.
10.7 The Licensee must ensure that their environment (including operating systems, devices, network connectivity, MT5 configurations, and broker credentials) meets the Licensor’s then-current technical requirements. The Licensor is not obliged to support obsolete, insecure, end-of-life, or non-compliant configurations (see Clauses 12.7 and 19.4).
10.8 Information presented via the Ancillary Platform (including performance metrics and analytics) is provided on an “as is” and “as available” basis, may be delayed, incomplete, or subject to revision, and should not be relied upon as the sole basis for decision-making. Without limiting Clause 16, the Licensee understands that such information is illustrative and that actual results may differ.
10.9 For the avoidance of doubt, access to the Ancillary Platform does not grant the Licensor any custody of funds or discretionary authority over the Licensee’s account(s). The Licensor will not place, modify, or cancel trades for the Licensee and will not manage the Licensee’s positions (see Clauses 4 and 15). EULA v2.1 - Effective 17 Aug 2025
10.10 Suspected misuse of access (including sharing credentials or attempting to circumvent access controls) may result in suspension or termination in accordance with Clauses 20 and 28, without prejudice to any other rights or remedies available to the Licensor.
11. THIRD-PARTY PLATFORMS AND BROKERS
11.1 The Licensed Software may be used with trading accounts provided by independent third-party brokers or platforms, including, without limitation, the GNT-X account type offered by Global Next Trade (“GNT”). Any decision by the Licensee to open, maintain, or operate a trading account with GNT or any other broker or platform is made solely at the Licensee’s own discretion, initiative, and risk, and shall not be construed as a recommendation, solicitation, or endorsement by the Licensor.
11.2 Where the Licensee elects to open an account with GNT, the Licensor may, for administrative convenience only, make available a link that routes the Licensee to an account-opening pathway administered by Pioneer Asset Management AG (“Pioneer”), a regulated asset manager. The Licensor is not a party to, and does not control, any introducing-broker arrangements operated by Pioneer, and has no involvement in the Licensee’s onboarding, know-your-customer/suitability assessments, approvals, or ongoing broker relationship. The Licensee remains free to use any broker of their choosing; use of GNT (or any link provided) is not required to access the Licensed Software.
11.3 The Licensee acknowledges that each broker, as an independent provider, determines and charges its own fees as published by that broker from time to time. By way of example only, GNT’s trading transactions may be subject to a broker fee stated by GNT on a per-transaction basis. Such fees are set and collected solely by the broker (not by the Licensor), may change without notice, and are payable by the Licensee directly to the broker in accordance with the broker’s terms.
11.4 For transparency, certain fees collected by GNT may be allocated by GNT to Pioneer under arrangements between those parties. Separately, the Licensor licenses elements of its technology to Pioneer under a distinct technology licensing agreement. Any amounts paid by Pioneer to the Licensor are paid from Pioneer’s own revenues, are not paid by GNT or the Licensee, are not conditioned on the opening of any particular account, are not calculated by reference to the performance of any identified Licensee, and do not affect the price or availability of the Licensed Software. The Licensee is free to use any broker, and the Licensor neither requires nor incentivises use of any particular broker, and any amounts paid by Pioneer to the Licensor are not directly calculated by reference to the trading volume or value of transactions of any identified Licensee.
11.5 The Licensor does not act, and shall not be deemed to act, as a broker, dealer, introducing broker, investment adviser, commodity trading advisor, commodity pool operator, futures commission merchant, or in any other capacity requiring registration or authorisation with the Financial Conduct Authority (FCA), the United States Securities and Exchange Commission (SEC), the United States Commodity Futures Trading Commission (CFTC), the National Futures Association (NFA), or any equivalent authority. The Licensor does not receive any commissions, rebates, spreads, or other transaction-based remuneration from any broker, dealer, or trading venue in connection with the Licensee’s trading activity. Nothing in this Agreement constitutes investment advice, a recommendation, or an inducement to trade (see Clause 15).
11.6 The Licensor shall not receive any commission, rebate, spread, revenue share, or other consideration that is calculated by reference to the opening of a particular Licensee account, the trade volume or value of transactions of any identified Licensee, or the performance of any identified Licensee. Any amounts paid to the Licensor by third parties are fixed-fee technology licensing payments that are not contingent upon any Licensee’s trading activity with any particular broker. EULA v2.1 - Effective 17 Aug 2025
11.7 The Licensor shall not require, incentivise, or steer the Licensee to use any particular Broker, account type, route, or fee schedule, and shall not design purchase flows that disadvantage use of alternative Brokers vis-à-vis the Licensed Software.
11.8 Where the Licensor provides links or pathways to third-party account opening, such links are provided for convenience only and on a non-exclusive basis. The Licensee remains free to select any Broker of its choosing, and use of any linked Broker is not a condition of purchasing or using the Licensed Software.
11.9 The Licensor may publish high-level disclosures describing the existence of third-party technology licensing arrangements and will update such disclosures from time to time. Such disclosures do not modify the obligations in Clauses 4.5 and 11.6.
12. UPDATES, MODIFICATIONS, AND MAINTENANCE
12.1 The Licensor may from time to time, and at its sole discretion, modify, enhance, patch, or otherwise update the Licensed Software or the Ancillary Platform, including by adding, changing, or removing features, correcting errors, improving performance, addressing security vulnerabilities, or adapting to changes in third-party systems.
12.2 The Licensor does not undertake to maintain any particular feature, function, interface, or compatibility profile, and gives no assurance that future versions will be backward-compatible with prior configurations, workflows, or third-party integrations. The Licensee is responsible for reviewing release notes and adjusting its own configurations as necessary.
12.3 Access to the Licensed Software or the Ancillary Platform may be suspended temporarily for scheduled or emergency maintenance. Where reasonably practicable, the Licensor will provide reasonable advance notice of scheduled maintenance and will use reasonable efforts to minimise disruption and restore access promptly following any suspension.
12.4 The Licensor may deprecate or discontinue a non-core feature or integration where continued support is no longer commercially reasonable (including due to third-party changes or risk considerations). Where the change is material and reasonably foreseeable, the Licensor will use reasonable efforts to provide prior notice and, where feasible, a transition path or alternative. Nothing in this Clause 12.4 obliges the Licensor to develop a replacement feature or integration.
12.5 The operation of the Licensed Software depends on third-party platforms and services outside the Licensor’s control (including, without limitation, broker platforms, MetaTrader/MT5, the TradeSync backend, hosting, networking, and authentication providers). Updates or outages affecting such third parties may necessitate changes by the Licensor or may temporarily impair functionality. The Licensor shall not be liable for any loss, delay, or reduced performance resulting from such third-party actions or omissions, subject to the limitations set out in this Agreement.
12.6 The Licensor may deploy hotfixes, configuration changes, or security updates without prior notice where the Licensor reasonably considers this necessary to maintain security, integrity, or stability. The Licensee acknowledges that prompt implementation of such measures may be essential to protect all users and systems.
12.7 The Licensee remains responsible for maintaining supported environments, including operating systems, devices, network connectivity, broker credentials, and MT5 configurations that meet the Licensor’s then-current technical requirements. The Licensor has no obligation to support obsolete, insecure, or end-of-life environments.
12.8 Updates, modifications, enhancements, and maintenance activities may affect the behaviour or performance of the Licensed Software. The Licensee acknowledges and agrees that the Licensor shall have no liability for missed trades, execution differences, or other impacts arising from such changes, provided the Licensor has acted in accordance with this Clause 12 and the other terms of this Agreement. EULA v2.1 - Effective 17 Aug 2025
12.9 All updates and modifications supplied by the Licensor form part of the Licensed Software and are subject to this Agreement. Any new modules or premium functionality that the Licensor elects to offer for an additional charge shall be licensed separately unless expressly stated otherwise.
12.10 Nothing in this Clause 12 shall be construed as investment advice or as an undertaking to achieve any particular trading outcome. This Clause 12 is to be read together with Clauses 10, 14 to 16, 23, and 24.
13. INTELLECTUAL PROPERTY OWNERSHIP
13.1 The Licensee acknowledges and agrees that all rights, title, and interest in and to the Licensed Software, the Ancillary Platform user interface, all related documentation, specifications, designs, algorithms, models, templates, scripts, compilations, and know-how, together with all associated Intellectual Property Rights, are and shall remain the exclusive property of the Licensor and/or its licensors. No ownership rights are transferred to the Licensee under this Agreement.
13.2 The Licensed Software is licensed, not sold. The Licensee acquires only the limited rights of use expressly set out in this Agreement, and all rights not expressly granted are reserved. Without limitation, nothing in this Agreement grants any right to access or obtain source code, underlying algorithms, data models, or technical documentation beyond what the Licensor elects to make available.
13.3 The Licensee shall not remove, alter, or obscure any copyright, trademark, confidentiality, or other proprietary rights notices appearing in or on the Licensed Software, the Ancillary Platform, or any related materials, and shall reproduce such notices on any permitted copies.
13.4 All trade names, trademarks, service marks, logos, and domain names of the Licensor (including “Neurocloud” and any related marks) are the exclusive property of the Licensor. The Licensee shall not use any such marks, or hold itself out as being affiliated with or endorsed by the Licensor, except as expressly permitted in writing by the Licensor.
13.5 The Licensed Software and/or Ancillary Platform may contain or interoperate with third-party software, services, libraries, data, or other materials (“Third-Party Materials”). Rights in any Third-Party Materials are retained by their respective owners and are supplied subject to their applicable terms. The Licensor makes no representation as to, and shall have no liability in respect of, the Third-Party Materials beyond the extent required by applicable law.
13.6 To the extent any open-source components are included within the Licensed Software or Ancillary Platform, such components are provided under the applicable open-source licences, copies of which the Licensor will make available upon reasonable request. In the event of any conflict between this Agreement and the applicable open-source licence terms, the open-source licence terms shall prevail solely for the relevant components.
13.7 If the Licensee provides to the Licensor any ideas, suggestions, enhancement requests, feedback, or recommendations relating to the Licensed Software or the Ancillary Platform (collectively, “Feedback”), the Licensor may use, disclose, reproduce, license, distribute, and otherwise exploit such Feedback without restriction or obligation to the Licensee. The Licensee hereby assigns (by way of present assignment of future rights) all Intellectual Property Rights in the Feedback to the Licensor to the fullest extent permitted by law.
13.8 As between the parties, any data, content, or materials input or uploaded by the Licensee into the Ancillary Platform from the Licensee’s systems or trading accounts shall remain the property of the Licensee. The Licensee grants the Licensor a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, and process such data solely for the purpose of providing the Licensed Software and Ancillary Platform and otherwise performing the Licensor’s obligations under this Agreement, subject to Clause 21 (Data Protection and Privacy). EULA v2.1 - Effective 17 Aug 2025
13.9 The Licensee acknowledges that unauthorised use or disclosure of the Licensed Software, the Ancillary Platform, or any related proprietary materials would cause irreparable harm to the Licensor for which monetary damages may be an inadequate remedy. Without limiting any other rights or remedies, the Licensor shall be entitled to seek immediate injunctive or equitable relief to prevent or restrain any actual or threatened breach of this Clause 13.
13.10 The provisions of this Clause 13 shall survive termination or expiry of this Agreement.
14. RISK DISCLOSURE AND DISCLAIMERS
14.1 The Licensee acknowledges and understands that trading in financial markets, including but not limited to foreign exchange (forex), commodities, indices, and other derivative instruments, involves a high degree of risk and is not suitable for all investors. The value of investments and the income derived from them can go down as well as up, and the Licensee may sustain substantial losses, including a loss of all capital invested.
14.2 The Licensee further acknowledges that the use of the Licensed Software, including the Expert Advisor (EA) and the Ancillary Platform, does not eliminate trading risk. The Licensed Software is a technological tool that operates according to programmed logic and settings configured by the Licensee. Past performance of the Licensed Software, or of any trading account using the Licensed Software, is not indicative of future results and does not guarantee any level of profitability or success.
14.3 The Licensee confirms that they have carefully considered their financial situation, investment objectives, level of trading experience, and risk tolerance before purchasing the Licensed Software and that they are willing and able to bear the risk of loss that may result from its use. The Licensee is solely responsible for conducting their own due diligence and for making all trading decisions independently.
14.4 The Licensor makes no representation, warranty, or undertaking, express or implied, as to:
14.4.1 the profitability of any trades executed using the Licensed Software;
14.4.2 the accuracy, completeness, or timeliness of any data or signals generated by or accessible through the Licensed Software;
14.4.3 the continuous, uninterrupted, or error-free operation of the Licensed Software or Ancillary Platform; or
14.4.4 the suitability of the Licensed Software for any particular trading style, market condition, or investment strategy.
14.5 The Licensee acknowledges that trading results may be adversely affected by, without limitation, market volatility, slippage, liquidity constraints, execution delays, changes in market conditions, broker performance, internet or communication failures, third-party system outages, force majeure events, or the Licensee’s own trading account settings. The Licensor shall have no liability for any losses, missed trades, or other negative outcomes arising from such factors.
14.6 The Licensee accepts full responsibility for monitoring the operation of the Licensed Software and for closing, modifying, or otherwise managing trades as they deem appropriate. The Licensor does not and will not monitor, intervene in, or manage the Licensee’s trading account or positions on their behalf.
14.7 The Licensee acknowledges that they have read, understood, and accepted the disclosures in this Clause 14, and that no representation has been made to them by the Licensor or any of its representatives that could reasonably be interpreted as a guarantee of performance, return, or outcome from the use of the Licensed Software.
14.8 The provisions of this Clause 14 shall survive termination or expiry of this Agreement. EULA v2.1 - Effective 17 Aug 2025
15. NO FINANCIAL ADVICE DISCLAIMER
15.1 The Licensee acknowledges and agrees that the Licensed Software, the Ancillary Platform, and all related documentation, dashboards, analytics, demonstrations, case studies, marketing materials, and communications made available by the Licensor are provided for informational and educational purposes only and do not constitute investment advice, investment research, a recommendation, an offer, or a solicitation to buy, sell, or otherwise transact in any security, commodity, currency pair, derivative, or other financial instrument.
15.2 The Licensor does not provide personalised or generalised investment advice, portfolio management, suitability assessments, or any guidance taking into account the Licensee’s individual circumstances, objectives, financial situation, or risk tolerance. The Licensed Software operates according to logic and parameters selected by the Licensee, and any outputs or results do not constitute a recommendation or opinion on any investment decision.
15.3 No fiduciary, advisory, or similar relationship arises between the parties by virtue of this Agreement, the Licensee’s use of the Licensed Software, or any interactions with the Licensor’s personnel. The Licensor owes no duty to the Licensee to monitor positions, make discretionary decisions, or act in the Licensee’s best interests beyond the express obligations set out in this Agreement.
15.4 The Licensee remains solely responsible for all trading decisions and for determining whether the Licensed Software is appropriate in light of the Licensee’s objectives, experience, and risk tolerance. The Licensor recommends that the Licensee seek advice from an independent, appropriately qualified financial professional before engaging in any trading activity.
15.5 Any assistance provided by the Licensor - including onboarding help, technical support, user guides, educational content, webinars, FAQs, and interactions with sales, “account managers,” or customer success personnel - relates strictly to the installation, configuration, and operation of the Licensed Software and the Ancillary Platform. Such assistance shall not be construed as investment advice, a recommendation, or an inducement to trade.
15.6 The Licensor does not conduct suitability or appropriateness assessments, does not assess the Licensee’s financial resources or capacity for loss, and does not verify whether any trading activity is suitable for the Licensee. Responsibility for all such assessments lies entirely with the Licensee.
15.7 Default settings, example configurations, illustrative parameters, and any changes implemented by the Licensor at the Licensee’s explicit written instruction are provided solely to facilitate the Licensee’s chosen use of the Licensed Software. They shall not be treated as advice, recommendations, or discretionary management, and the Licensee accepts all consequences arising from such settings and instructions.
15.8 References to, or access pathways for, third-party brokers, platforms, account types, or services (including any GNT-X account offerings) are provided solely for convenience. They do not constitute an endorsement, recommendation, or solicitation, and shall be read together with Clause 11.
15.9 Any statements regarding performance, including audited or verifiable results and any hypothetical, back-tested, or simulated outcomes, are provided for illustrative purposes only and do not guarantee future performance or results. The Licensee should not rely on such statements as the basis for investment decisions.
15.10 Nothing in this Agreement or in any related communication shall be construed as an invitation or inducement to engage in investment activity where such invitation or inducement would require authorisation or registration under applicable law. The Licensee confirms that any trading they undertake is done solely on their own initiative.
15.11 The Licensee confirms that they have not relied upon any statement, promise, representation, or warranty made by or on behalf of the Licensor which is not expressly set out in this EULA v2.1 - Effective 17 Aug 2025
Agreement, and that they will not treat any communication from the Licensor as investment advice.
15.12 The Licensee acknowledges that any statements made by independent marketers, referrers, or affiliates are not authorised financial promotions of the Licensor, are not binding on the Licensor, and shall not be relied upon unless expressly included in this Agreement or in an official notice from the Licensor..
15.13 The provisions of this Clause 15 shall survive termination or expiry of this Agreement.
15.14 Staff of the Licensor (including sales, onboarding, support, and “account managers”) are prohibited from recommending or suggesting risk levels, symbol selections, capital allocations, timeframes, or settings for any Licensee. Support is limited to technical connectivity and operation of the Licensed Software and the Ancillary Platform.
15.15 The Licensor shall not provide “house settings”, “default risk”, “suggested profiles”, or similar prescriptive configurations. Any pre-populated values presented in the user interface are system placeholders only and are not recommendations.
15.16 The Licensor shall not make remote configuration changes to a Licensee’s account or settings except pursuant to the Licensee’s prior express written instruction identifying the precise change to be made.
15.17 The Ancillary Platform will maintain an audit trail of configuration changes initiated by the Licensee or applied at the Licensee’s written instruction. The Licensee remains responsible for reviewing and confirming all settings before use.
15.18 The Licensee acknowledges and represents on activation, and thereafter on each material configuration change, that all trading parameters are self-selected by the Licensee.
16. PERFORMANCE AND RESULTS DISCLAIMER
16.1 The Licensee acknowledges that any performance information relating to the Licensed Software - whether displayed within the Ancillary Platform, provided in marketing materials, or communicated by the Licensor - reflects historical outcomes achieved under specific market conditions, broker environments, and configuration settings, and that such information is provided for illustrative purposes only.
16.2 Past performance is not indicative of, nor a guarantee of, future results. Market conditions change and may materially affect the performance of any trading strategy, including the Licensed Software.
16.3 Actual results achieved by the Licensee may differ substantially from any results presented or referenced by the Licensor due to, without limitation, differences in broker execution, spreads, commissions, swaps/financing, symbol specifications, server location and latency, slippage, liquidity, trading hours, margin requirements, leverage, price feeds, data quality, interruptions or outages, the Licensee’s account size and deposit/withdrawal timing, and the Licensee’s chosen risk settings and other parameters.
16.4 Where the Licensor presents or references hypothetical, back-tested, or simulated performance, the Licensee understands that such results are inherently limited, are prepared with the benefit of hindsight, do not reflect actual trading or market liquidity, and may understate the impact of economic and behavioural factors (including slippage and decision-making under stress). No representation is made that any hypothetical or back-tested results will be realised in live trading.
16.5 Unless expressly labelled “net”, any performance figures may be presented gross of trading costs and fees and therefore may not reflect, among other things, brokerage commissions, spreads, swaps/financing, execution slippage, taxes, platform or subscription fees, payment processing charges, currency conversion costs, or other expenses. The Licensee’s net results EULA v2.1 - Effective 17 Aug 2025
will be lower once such items are taken into account. Presentations shall comply with Clause 16A.1.
16.6 Any composites, aggregates, indices, or representative accounts referenced by the Licensor are provided for illustration only and may include accounts with differing sizes, start dates, risk settings, and broker conditions. The Licensee acknowledges that composite or aggregate performance is not the performance of any single account and may not be representative of the Licensee’s future results.
16.7 Performance information and analytics accessible through the Ancillary Platform are provided “as is” and “as available”. Data may be delayed, incomplete, inaccurate, or subject to revision. The Licensor does not warrant the accuracy, completeness, timeliness, or availability of any performance metrics, and the Licensee should not rely on such information as the sole basis for any decision.
16.8 Any statements that could be construed as forward-looking (including targets, projections, or objectives) are inherently uncertain, are not guarantees, and are subject to change without notice. The Licensor undertakes no obligation to update or revise any performance statements.
16.9 The Licensee remains solely responsible for verifying performance and for assessing suitability in light of the Licensee’s objectives, experience, and risk tolerance. References to independent verification are addressed in Clause 17, which the Licensee should read together with this Clause 16.
16.10 The Licensor makes no representation, warranty, or undertaking that the Licensed Software will achieve any particular level of performance, return, drawdown, volatility, win rate, profit factor, or any other metric, whether expressed or implied.
16.11 The Licensee agrees not to interpret any performance information provided by the Licensor as a promise or assurance of future results, and not to present or communicate such information to third parties as a guarantee or warranty of performance.
16.12 The provisions of this Clause 16 shall survive termination or expiry of this Agreement.
16A. ADVERTISING AND PERFORMANCE PRESENTATION STANDARDS
16A.1 Where the Licensor presents live performance, such figures shall be presented net of all known and quantifiable costs and fees, or, where presented gross, the presentation shall clearly and prominently state that the figures are gross and identify material categories of costs not reflected. Clauses 16.5 to 16.7 apply.
16A.2 Where hypothetical, back-tested, or simulated results are presented, the presentation shall include a clear and proximate legend describing the inherent limitations of such results and that no representation is made that any Licensee will or is likely to achieve results similar to those shown.
16A.3 Where composites, aggregates, indices, or representative accounts are referenced, the presentation shall identify, in fair summary, the inclusion criteria, material exclusions, and any material differences in risk settings or broker conditions. The Licensee acknowledges that composites do not represent the results of any single account.
16A.4 The Licensor prohibits cherry-picking or the presentation of performance in a manner that is not fair and balanced. Any presentation of gross results shall not be misleading in light of costs reasonably expected to apply in live trading.
16A.5 The Licensor shall retain, for not less than five (5) years, copies of performance presentations and sufficient underlying records reasonably necessary to substantiate such presentations, without prejudice to Clause 21 and applicable law. EULA v2.1 - Effective 17 Aug 2025
17. THIRD-PARTY PERFORMANCE VERIFICATION
17.1 The Licensee is informed that certain performance information presented by the Licensor in relation to the Licensed Software has been independently reviewed by Alpha Performance Verification Services (“APVS”), an external verification provider engaged by the Licensor for that purpose. APVS operates independently of the Licensor and is not controlled by, affiliated with, or endorsed by the Licensor beyond the engagement to perform verification.
17.2 Any verification performed by APVS relates solely to the scope, period, datasets, and methodologies described in the relevant verification report or confirmation and does not extend beyond those parameters. Verification does not constitute an audit of the Licensee’s account, a guarantee of accuracy for any future data, or an assurance of future performance.
17.3 The Licensee may request confirmation of the Licensor’s verified performance directly from APVS via the request form or contact details published on APVS’s website, subject to APVS’s availability, procedures, and any conditions or confidentiality requirements imposed by APVS.
17.4 The Licensor may, where reasonably necessary for verification, provide APVS with anonymised or aggregated data and underlying records supporting performance representations, and may authorise APVS to confirm whether specified performance statements made by the Licensor are consistent with the data reviewed. The Licensor will not disclose personal data of the Licensee to APVS except as permitted by applicable law and the Licensor’s privacy policy or with the Licensee’s prior written consent.
17.5 The Licensee acknowledges that APVS’s role is limited to verifying whether performance representations made by the Licensor are fairly stated in all material respects within the defined scope, and that APVS does not test, validate, or opine on the Licensed Software’s code, strategy logic, risk management, broker execution quality, or suitability for any Licensee.
17.6 The Licensee understands that any verification statements are subject to inherent limitations, including but not limited to data completeness, data quality, time periods covered, and the effect of fees, costs, slippage, spreads, swaps/financing, and other variables. To the extent performance figures are presented on a gross basis, they may not reflect such costs and other factors, and the Licensee’s net results may differ materially.
17.7 The Licensee acknowledges that they had a reasonable opportunity to seek independent verification of performance from APVS prior to and after purchase, and that any decision to rely on or not to rely on such verification is made solely at the Licensee’s discretion and risk.
17.8 Any references to APVS or to third-party verification are provided for transparency and informational purposes only and do not constitute investment advice, a recommendation, or an endorsement. APVS’s involvement shall not be construed as a warranty by the Licensor or APVS of the accuracy of any future data or of future trading results.
17.9 APVS may charge fees or impose conditions for providing confirmations directly to the Licensee. The Licensor has no control over APVS’s processes, timelines, charges, or decisions and shall have no liability for APVS’s acts or omissions.
17.10 The Licensor reserves the right to change third-party verification providers, to amend the scope or frequency of verification, or to discontinue third-party verification at any time, provided that such changes do not render any prior statements misleading in their original context.
17.11 Nothing in this Clause 17 limits or modifies the disclaimers set out in Clauses 14 to 16 or the allocation of responsibility set out elsewhere in this Agreement. The provisions of this Clause 17 shall survive termination or expiry of this Agreement. EULA v2.1 - Effective 17 Aug 2025
17A. PROMOTERS, TESTIMONIALS, AND ENDORSEMENTS
17A.1 The Licensor may appoint independent promoters, referrers, or affiliates (“Promoters”) under written terms that require compliance with this Agreement and applicable law.
17A.2 Promoters shall not make statements about returns, risk, “typical” results, broker preferences, or product characteristics unless such statements are accurate, substantiated, and pre-approved in writing by the Licensor.
17A.3 Any testimonial, endorsement, or paid promotion must include clear and prominent disclosure of the material connection and any compensation.
17A.4 The Licensor reserves the right to require the immediate removal or correction of any non-compliant content and may terminate a Promoter’s participation for breach.
17A.5 The Licensor will operate reasonable supervisory controls over Promoter materials proportionate to its size and risk profile; however, Promoters remain independent of the Licensor, and their unauthorised statements are not binding on the Licensor (see Clause 15.12).
18. LIMITED ACCESS TO MT5 ACCOUNT FOR MARKETING PURPOSES
18.1 The Licensee acknowledges that the Licensor may, subject to this Agreement and Clause 21 (Data Protection and Privacy), access performance data from the Licensee’s connected MT5 account on a view-only basis for the limited purpose of preparing anonymised or aggregated performance materials for marketing and informational use.
18.2 Any such access shall be strictly read-only. The Licensor will not request or use credentials that would permit trade placement, modification, or account funding/withdrawal, and shall not exercise any discretion or control over the Licensee’s trading account or positions.
18.3 By default, the Licensor shall present performance information in anonymised or aggregated form so that the Licensee is not reasonably identifiable. The Licensor will not publish the Licensee’s name, account number, contact details, or other identifying information without the Licensee’s prior written consent, which the Licensee may withhold at its discretion.
18.4 The Licensee may opt out of the use of their account performance for marketing purposes at any time by written notice to info@neurocloud.co (or such other address notified by the Licensor). Upon receipt of an opt-out notice, the Licensor will cease creating new marketing materials referencing the Licensee’s performance and will remove or de-identify such references from the Licensor’s digital channels within a reasonable period and, in any event, no later than ten (10) business days. Materials already printed, distributed, or embedded in third-party channels may not be capable of withdrawal, but the Licensor will take reasonable steps within its control to discontinue further use.
18.5 Participation in marketing is not a condition of purchase or continued access to the Licensed Software. The Licensee’s decision to opt out (or not to provide consent for identification) shall not affect the Licensee’s rights under this Agreement.
18.6 The Licensor may obtain performance data through the Ancillary Platform and associated integrations (including the TradeSync backend) solely for the purposes described in this Clause 18 and for operating the Licensed Software. The Licensor will handle such data in accordance with applicable law and its then-current privacy policy.
18.7 Nothing in this Clause 18 shall be construed as investment advice, a performance guarantee, or an undertaking by the Licensor to verify, audit, or certify the Licensee’s results. Any performance materials remain subject to Clauses 14 to 16 of this Agreement.
18.8 The Licensor shall not publish identified performance of the Licensee for marketing purposes without the Licensee’s prior express written consent obtained through a separate, specific opt-EULA v2.1 - Effective 17 Aug 2025
in. Absent such consent, any marketing use shall be anonymised or aggregated in accordance with Clauses 18.3 and 18.6.
18.9 The Licensee may withdraw consent at any time on written notice, whereupon the Licensor will cease new identified use and will remove or de-identify identified references within a reasonable period, acknowledging that materials already printed, distributed, or embedded in third-party channels may not be capable of withdrawal.
18.10 The Licensor shall retain records of consent and withdrawals for a reasonable period consistent with its privacy policy and applicable law.
19. SECURITY AND USER RESPONSIBILITIES
19.1 The Licensee is solely responsible for maintaining the confidentiality and security of all credentials used to access the Ancillary Platform and any related integrations, including usernames, passwords, passcodes, API keys, and authentication tokens. The Licensor will never request the Licensee’s MT5 trading password or credentials that would allow trade placement, modification, or withdrawals.
19.2 The Licensee shall implement appropriate technical and organisational measures to protect access to the Ancillary Platform and the Licensed Software, including the use of strong, unique passwords, multi-factor authentication where available, secure device configurations, timely installation of security updates, and the use of reputable anti-malware tools.
19.3 All activities conducted through the Licensee’s account shall be deemed to have been authorised by the Licensee. The Licensee must notify the Licensor without undue delay (and in any event within twenty-four (24) hours) upon becoming aware of any suspected or actual unauthorised access, compromise of credentials, or security incident affecting the Ancillary Platform or Licensed Software, and shall promptly cooperate with the Licensor’s reasonable requests to mitigate, investigate, and remediate such incident.
19.4 The Licensee is responsible for ensuring that their network, devices, broker platforms, and third-party tools used in connection with the Licensed Software are properly configured and compatible. The Licensor shall have no obligation to support configurations that are obsolete, insecure, or inconsistent with the Licensor’s then-current technical requirements.
19.5 The Licensee shall not introduce, upload, transmit, or otherwise make available any code, data, or materials that contain malware, spyware, ransomware, time bombs, logic bombs, or other harmful or intrusive components, nor shall the Licensee attempt to probe, scan, or test the vulnerability of the Ancillary Platform or circumvent any security or access controls.
19.6 The Licensee shall not use any scraping, harvesting, or automated data-extraction methods on the Ancillary Platform except as expressly permitted in writing by the Licensor. Any permitted automation must operate within rate limits and technical guidelines notified by the Licensor.
19.7 The Licensee is responsible for the accuracy, integrity, legality, and completeness of any data or materials they input to or connect with the Ancillary Platform, including account identifiers, API connections, and risk parameters, and for maintaining appropriate backups of their own data. The Licensor has no obligation to maintain or restore historical data beyond what is required for the operation of the Licensed Software.
19.8 The Licensee must keep their contact details (including a primary email address) up to date. Notices delivered to the last contact details provided by the Licensee shall be deemed received. The Licensee is responsible for monitoring such channels (including spam/junk folders) for service and security notices.
19.9 The Licensee shall comply with all applicable laws, regulations, and rules of relevant brokers, trading venues, and service providers when using the Licensed Software and the Ancillary Platform. Without limitation, the Licensee shall not use the Licensed Software for any EULA v2.1 - Effective 17 Aug 2025
unlawful, fraudulent, or prohibited purpose, including activity that would constitute market abuse, fraud, money laundering, or sanctions violations.
19.10 The Licensee acknowledges that the Licensor does not monitor the Licensee’s trading activity, positions, or account status and does not provide custody, execution, or discretionary management. The Licensee remains solely responsible for supervising their trading account(s), verifying execution, and taking any action they deem necessary, including closing or modifying positions.
19.11 Where third-party integrations (including broker APIs, copy services, or analytics tools) are used, the Licensee is responsible for vetting and authorising such integrations and for the risks arising from their use. The Licensor is not responsible for the acts, omissions, outages, or security of third-party providers (including TradeSync and broker platforms).
19.12 The Licensee shall not share, resell, or otherwise provide access to the Ancillary Platform or Licensed Software to any third party, nor operate the Licensed Software on behalf of any third party, except as expressly permitted by this Agreement. Any suspected misuse may result in suspension or termination pursuant to Clause 28.
19.13 If the Licensor reasonably suspects a security compromise or misuse of the Ancillary Platform or Licensed Software, the Licensor may (without liability) suspend access in whole or in part while an investigation is conducted, and shall use reasonable efforts to notify the Licensee and restore access once the issue is addressed.
19.14 This Clause 19 shall be read together with Clauses 6 (License Restrictions), 10 (Access to Ancillary Platform), and 21 (Data Protection and Privacy). The obligations and acknowledgements in this Clause 19 shall survive termination or expiry of this Agreement to the extent necessary to give them effect.
20. MONITORING AND AUDIT RIGHTS
20.1 The Licensor may monitor access to and use of the Licensed Software and the Ancillary Platform to maintain security, ensure licence compliance, protect Intellectual Property Rights, and improve service quality. Such monitoring may include the collection and review of telemetry and technical metadata (for example, login timestamps, IP addresses, device identifiers, connection identifiers, session counts, feature utilisation, and error logs). Monitoring will not involve access to the Licensee’s MT5 trading passwords or the placement or management of trades.
20.2 This Clause 20 shall not apply to Licensees who are consumers. Upon reasonable written request, the Licensee shall promptly (and in any event within fifteen (15) business days) provide information and cooperation reasonably necessary for the Licensor to verify compliance with this Agreement, including the number of accounts connected, account identifiers, passcode usage history, details of users authorised to access the Ancillary Platform, and relevant configuration records or logs. The Licensee shall use reasonable efforts to preserve and produce such information in a complete and accurate form.
20.3 The Licensor may conduct a compliance audit on reasonable prior written notice (not less than five (5) business days) during normal business hours. Audits will ordinarily be performed remotely by reviewing records and logs supplied by the Licensee and/or generated by the Ancillary Platform. On-site review shall only be requested where remote audit is insufficient and will be conducted in a manner designed to minimise disruption.
20.4 The scope of any audit shall be limited to verifying compliance with this Agreement, including without limitation Clauses 5 to 7 (licence scope and restrictions), 10 (platform access), 13 (Intellectual Property), and 19 (security). The Licensor and any appointed auditors shall keep confidential all information reviewed during an audit, use it solely for compliance verification, and handle any personal data in accordance with applicable law and Clause 21 (Data Protection and Privacy). Any audit shall be reasonable and proportionate in scope and shall not require disclosure of information unrelated to the use of the Licensed Software. EULA v2.1 - Effective 17 Aug 2025
20.5 The Licensor shall not require, and the Licensee shall not provide, credentials that would permit trade placement or account funding/withdrawal. Audits will not require disclosure of trade secrets unrelated to the Licensed Software or the Ancillary Platform, and the Licensor will use proportionate methods to achieve the audit purpose.
20.6 If an audit or monitoring reveals non-compliance, the Licensee shall promptly remedy the non-compliance within a timeframe notified by the Licensor (acting reasonably). Without limiting other remedies, the Licensor may suspend access (in whole or in part) pending remediation where continued access would risk security, infringement, or ongoing breach, and may require payment of any underpaid fees or charges arising from the non-compliance.
20.7 Unless a material non-compliance is established (including, by way of example, unauthorised sharing, sublicensing, reverse engineering, or circumvention of access controls), the Licensor shall bear its own audit costs. Where material non-compliance is established, the Licensee shall reimburse the Licensor’s reasonable, documented audit costs.
20.8 The Licensee shall maintain and, upon request, provide reasonable records sufficient to demonstrate compliance with this Agreement for the duration of the Agreement and for twelve (12) months thereafter. The Licensor may retain monitoring and audit records for a reasonable period consistent with its privacy policy and legal obligations.
20.9 Failure to provide cooperation or access reasonably required for an audit within the timeframes set out in this Clause 20 constitutes a material breach of this Agreement. Repeated or wilful non-compliance may entitle the Licensor to seek injunctive relief and other remedies available at law or in equity, without prejudice to Clause 28 (Termination) and Clause 24 (Limitation of Liability).
20.10 Nothing in this Clause 20 imposes any obligation on the Licensor to monitor the Licensee’s trading activity, supervise positions, or detect misuse in real time. The obligations and rights set out in this Clause 20 are intended solely to verify contractual compliance and protect the Licensed Software and the Ancillary Platform.
20.11 The provisions of this Clause 20 shall survive termination or expiry of this Agreement to the extent necessary to give them effect.
21. DATA PROTECTION AND PRIVACY
21.1 The Licensor will handle personal data in accordance with applicable data protection law, including the UK General Data Protection Regulation and the Data Protection Act 2018, and, where relevant to the Licensee, any mandatory local law that cannot lawfully be excluded. Further details are set out in the Licensor’s then-current privacy policy, which forms part of this Agreement by reference.
21.2 For personal data relating to the Licensee’s identity, contact details, account credentials, billing information, support records, and communications generated through the Ancillary Platform or the purchase process, the Licensor acts as an independent controller. Such data will be processed for account setup and administration, payment processing, security, support, compliance, and service communications, and the lawful bases include performance of this Agreement, the Licensor’s legitimate interests in operating and protecting its services, compliance with legal obligations, and the Licensee’s consent where required.
21.3 For personal data relating to account setup, billing, security, and support, the Licensor acts as an independent controller (Clause 21.2). For trading-related data pulled from the Licensee’s connected account, the Licensor processes such data to operate the service as an independent controller and will not use it for unrelated purposes, save for anonymised/aggregated processing as permitted by Clause 13.8 and 21.3. Where the Licensee is a business that itself acts as a controller and instructs the Licensor to process personal data of its users, the Licensor will act as a processor in accordance with this Agreement.
21.4 The Licensor may engage third-party processors and sub-processors to support the provision of the Licensed Software and the Ancillary Platform, including hosting providers, payment EULA v2.1 - Effective 17 Aug 2025
processors, authentication and security services, logging and analytics services, and the TradeSync backend provider. The Licensor will put in place appropriate written terms with such processors requiring them to implement suitable technical and organisational measures and to process personal data only on the Licensor’s documented instructions. An up-to-date description of key categories of third parties is available in the Licensor’s privacy policy.
21.5 Personal data may be transferred and stored outside the United Kingdom where the Licensor or its processors operate. Where such transfers occur, the Licensor will ensure an adequate level of protection consistent with applicable law, including by relying on adequacy regulations, the UK International Data Transfer Agreement or Addendum, and/or European Commission Standard Contractual Clauses as applicable, together with supplementary measures where required.
21.6 The Licensor implements appropriate technical and organisational measures intended to protect personal data against unauthorised access, disclosure, alteration, or destruction, having regard to the nature of the processing and the risks involved. Measures may include access controls, encryption in transit and at rest where appropriate, network and application security, logging and monitoring, vulnerability management, personnel confidentiality obligations, and least-privilege access practices. No system is entirely secure; the Licensee remains responsible for securing its own credentials, devices, and networks as set out in Clause 19.
21.7 In the event of a personal data breach affecting personal data for which the Licensor is the controller and which is likely to result in a risk to the rights and freedoms of natural persons, the Licensor will notify affected individuals and/or regulators as required by law. In the event of a personal data breach affecting Licensee personal data for which the Licensor acts as a processor, the Licensor will notify the Licensee without undue delay after becoming aware of the breach and will provide information reasonably available to assist the Licensee in meeting any applicable breach notification obligations.
21.8 The Licensor will retain personal data only for as long as necessary to fulfil the purposes described in this Agreement and the privacy policy, including for the duration of the Agreement and for a subsequent period to comply with legal, tax, accounting, audit, or regulatory requirements, to resolve disputes, and to enforce rights. Specific retention periods and criteria may be described in the privacy policy.
21.9 Subject to applicable law, the Licensee (and any data subject whose personal data are processed under this Agreement) may have rights to access, rectify, erase, restrict or object to processing, and to data portability. Requests to exercise rights should be submitted to info@neurocloud.co (or such other address as the Licensor may notify). The Licensor will respond in accordance with applicable law. Where the Licensor acts as a processor, the Licensor will reasonably assist the Licensee in responding to data subject requests that relate to the Licensed Software and the Ancillary Platform.
21.10 The Licensor may send the Licensee service and security communications necessary for the performance and safety of the Licensed Software and the Ancillary Platform. Marketing communications will be sent only in accordance with applicable law, and the Licensee may opt out at any time using the unsubscribe mechanism provided or by contacting the Licensor.
21.11 The Licensor does not knowingly permit use of the Licensed Software by individuals under the age of eighteen (18) and does not seek to collect their personal data. The Licensee shall not provide special category (sensitive) personal data to the Licensor in connection with the Licensed Software or the Ancillary Platform. If such data are nevertheless provided, the Licensor may delete or restrict them where permissible and appropriate.
21.12 If the Licensor receives a lawful request from a governmental or regulatory authority for access to personal data processed in connection with this Agreement, the Licensor will assess the request for legal validity and scope and, where legally permitted, will notify the Licensee before disclosing any personal data so that the Licensee may seek protective measures. EULA v2.1 - Effective 17 Aug 2025
21.13 To the extent of any inconsistency between this Clause 21 and the privacy policy in relation to the processing of personal data, this Clause 21 shall prevail for the purposes of interpreting the parties’ contractual obligations, provided that nothing in this Clause limits any mandatory rights afforded to data subjects under applicable law.
21.14 Nothing in this Clause 21 relieves the Licensee of its own obligations under applicable data protection law in respect of personal data that the Licensee controls, inputs, or connects to the Ancillary Platform. The obligations in this Clause 21 shall survive termination or expiry of this Agreement to the extent necessary to give them effect.
21.15 For Licensees resident in certain U.S. states, additional rights may apply, including rights to access, correction, deletion, portability, and to opt out of targeted advertising, “sale”, or “sharing” of personal information, as those terms are defined by applicable state law.
21.16 The Licensor does not “sell” or “share” personal information for cross-context behavioural advertising as those terms are defined by applicable California law. If the Licensor’s practices materially change, it will provide the disclosures and opt-out mechanisms required by law.
21.17 Where the Licensor processes “sensitive” personal information (if any), such processing will be limited to the purposes permitted by law, and, where required, subject to the Licensee’s consent or right to limit such processing.
21.18 The Licensor will honour browser-based or platform-based universal opt-out signals where required by applicable law.
21.19 The Licensor will provide a “Do Not Sell or Share My Personal Information” mechanism and contact details for privacy requests in its privacy policy, which forms part of this Agreement by reference.
21.20 Where the Licensee is a business that itself acts as a controller and instructs the Licensor to process personal data of its users, the parties shall enter into a data processing addendum containing the mandatory terms required by applicable data protection laws.
21.21 This Clause 21 is without prejudice to the parties’ rights and obligations under Clauses 18 and 13.8 and the Licensor’s privacy policy.
21.22 Nothing in this Clause 21 limits mandatory rights afforded to data subjects under applicable law.
22. CONFIDENTIALITY
22.1 For the purposes of this Agreement, “Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in any form, whether before or after the Effective Date, that is marked or identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, source code, algorithms, models, architecture, documentation, product roadmaps, security measures, business and marketing plans, pricing and commercial terms, client and supplier information, technical data, systems diagrams, and performance or usage data relating to the Licensed Software or the Ancillary Platform. Confidential Information of the Licensee includes account identifiers and any non-public information relating to the Licensee’s trading accounts and settings provided to the Licensor in connection with the Licensed Software, subject to Clauses 18 and 21.
22.2 The Receiving Party shall keep the Disclosing Party’s Confidential Information strictly confidential, shall not disclose it to any third party except as permitted under this Clause 22, and shall use it solely for the purpose of exercising rights and performing obligations under this Agreement. The Receiving Party shall protect Confidential Information using at least the degree of care it uses to protect its own similar information and, in any event, no less than a reasonable standard of care. Access shall be limited to those of the Receiving Party’s EULA v2.1 - Effective 17 Aug 2025
employees, officers, professional advisers, contractors, and service providers who have a need to know for the permitted purpose and who are bound by confidentiality obligations no less protective than those set out in this Clause 22.
22.3 Confidential Information shall not include information that the Receiving Party can demonstrate:
is or becomes publicly available through no breach of this Agreement;
was lawfully in the Receiving Party’s possession without restriction prior to disclosure by the Disclosing Party;
is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or
is lawfully obtained from a third party without breach of any confidentiality obligation.
22.4 The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, court order, or request of a competent regulatory or governmental authority, provided that (to the extent legally permitted) the Receiving Party gives the Disclosing Party prompt written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy, and discloses only the minimum amount of Confidential Information required to comply.
22.5 The Licensor may use anonymised or aggregated information derived from the Licensee’s data for security, service improvement, analytics, and reporting, provided such information does not identify the Licensee and is handled in accordance with Clause 21. Any public-facing use of performance information is further governed by Clause 18.
22.6 Upon written request of the Disclosing Party or upon termination or expiry of this Agreement, the Receiving Party shall promptly cease all use of the Disclosing Party’s Confidential Information and, at the Disclosing Party’s election, return or securely destroy such Confidential Information (including copies and extracts) and certify destruction in writing, except that the Receiving Party may retain copies to the extent required by law, regulation, bona fide internal compliance, or automated backups maintained in the ordinary course, in which case the retained Confidential Information shall remain subject to this Clause 22 until deleted in accordance with the Receiving Party’s retention policies.
22.7 Unauthorised use or disclosure of Confidential Information may cause irreparable harm for which monetary damages would be inadequate. Without limiting any other remedies, the Disclosing Party shall be entitled to seek immediate injunctive and equitable relief to prevent or restrain any actual or threatened breach of this Clause 22.
22.8 Neither party shall make any public announcement or press release referring to the other party, use the other party’s name, logo, or marks, or disclose the terms of this Agreement, without the other party’s prior written consent, except where disclosure is required by law or regulation, is made to professional advisers under a duty of confidence, or is otherwise expressly permitted by this Agreement (including Clauses 18 and 21). Nothing in this Clause 22.8 limits the Licensor’s rights in Clause 13 regarding trademarks and proprietary notices.
22.9 The obligations in this Clause 22 survive termination or expiry of this Agreement for a period of five (5) years from the date of disclosure; provided that, with respect to trade secrets and source code, such obligations shall continue for so long as the information remains a trade secret under applicable law.
23. FORCE MAJEURE
23.1 Neither party shall be in breach of this Agreement, nor otherwise liable for any failure or delay in the performance of its obligations (other than the Licensee’s obligation to pay Fees EULA v2.1 - Effective 17 Aug 2025
when due), to the extent and for so long as such failure or delay is caused by a Force Majeure Event.
23.2 A “Force Majeure Event” means any event or circumstance beyond the reasonable control of the affected party which, by its nature, could not have been foreseen, or, if foreseen, was unavoidable, including (without limitation) acts of God; flood, storm, fire, earthquake, or other natural disaster; epidemic or pandemic and related governmental measures; war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; terrorist attack, civil commotion, riot, or disorder; sabotage, malicious damage, or denial-of-service attacks; failure or interruption of utilities, power, telecommunications, internet backbone, hosting or cloud services; failure or substantial degradation of third-party platforms or service providers (including broker platforms and the TradeSync backend) due to a Force Majeure Event affecting them; labour disputes not limited to the affected party’s own workforce; and acts, restrictions, regulations, by-laws, prohibitions, or measures of any kind on the part of any governmental, parliamentary, or local authority. Lack of funds shall not constitute a Force Majeure Event.
23.3 The affected party shall:
promptly notify the other party in writing of the occurrence of the Force Majeure Event and its expected impact on performance (and, where reasonably practicable, in any event within ten (10) business days);
use all reasonable endeavours to mitigate the effects of the Force Majeure Event and to resume performance as soon as reasonably practicable; and
keep the other party reasonably informed of progress.
23.4 The time for performance of the affected obligations shall be extended for a period equal to the duration of the Force Majeure Event and any reasonable recovery period. During such period, the affected party’s obligations shall be suspended to the extent they cannot reasonably be performed as a result of the Force Majeure Event.
23.5 Where the Licensor’s performance is affected, the Licensee acknowledges that the Licensed Software and/or the Ancillary Platform may be temporarily unavailable, degraded, or limited in functionality, and the Licensor shall have no liability for any loss, missed trades, or reduced performance arising therefrom, subject always to the disclaimers and limitations set out elsewhere in this Agreement.
23.6 If a Force Majeure Event continues for a continuous period of more than thirty (30) days and materially prevents performance of a material obligation under this Agreement, either party may terminate this Agreement on not less than ten (10) business days’ written notice to the other. Termination under this Clause 23.6 is without prejudice to accrued rights and remedies. For the avoidance of doubt, no refund or credit shall be due in respect of Fees already paid except to the extent required by law or expressly provided for in Clause 8.
23.7 Nothing in this Clause 23 shall relieve the Licensee of its obligation to pay any Fees properly due and payable under this Agreement, nor require the Licensor to provide alternative services or facilities beyond those reasonably within its control. Any decision by the Licensor to grant service credits or other accommodations shall be at the Licensor’s sole discretion and without creating a course of dealing.
23.8 The obligations in this Clause 23 are to be read together with Clauses 10, 12, 14 to 16, and 24, and shall survive termination or expiry of this Agreement to the extent necessary to give them effect.
24. LIMITATION OF LIABILITY
24.1 Nothing in this Agreement excludes or limits either party’s liability to the extent such exclusion or limitation is unlawful, including liability for death or personal injury caused by EULA v2.1 - Effective 17 Aug 2025
negligence, for fraud or fraudulent misrepresentation, or for any breach of a statutory obligation that cannot lawfully be excluded or limited. Nothing in this Agreement limits the Licensor’s obligation, where applicable under Clause 8, to process a refund expressly required by the 30-Day Satisfaction Guarantee.
24.1.1 Nothing in this Agreement shall affect the statutory rights of consumers, including rights relating to digital content of satisfactory quality, fitness for purpose, and conformity with description, nor remedies for damage caused to digital devices or data.
24.2 To the maximum extent permitted by applicable law, the Licensed Software and the Ancillary Platform are provided “as is” and “as available”. The Licensor does not make, and hereby disclaims, any and all warranties, representations, or undertakings, whether express or implied, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted or error-free operation, save as expressly set out in this Agreement.
24.3 The Licensor shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise, for:
loss of profits, revenue, business, goodwill, or anticipated savings;
loss or corruption of data;
trading losses or opportunity costs;
indirect, special, incidental, punitive, or consequential loss or damage; or
losses arising from market conditions, volatility, slippage, spreads, liquidity constraints, execution delays, outages, or other factors outside the Licensor’s reasonable control, including the acts or omissions of third-party providers (such as brokers, payment processors, telecommunications or hosting providers, MetaTrader/MT5, TradeSync, or other platforms), subject always to Clauses 10, 11, 12, 14 to 16, and 23.
24.4 Subject always to Clauses 24.1 and 24.1.1, the total aggregate liability of the Licensor for all claims arising under or in connection with this Agreement shall not exceed the total Licence Fees actually paid by the Licensee for the Licensed Software giving rise to the claim.
24.5 The Licensee acknowledges that the limitations and exclusions in this Clause 24 are reasonable and that they allocate the risk between the parties as part of the commercial bargain reflected in the Fees. The Licensee further acknowledges that the Licensor has relied on these limitations in offering the Licensed Software on the terms set out in this Agreement.
24.6 Any claim must be brought within the applicable statutory limitation period prescribed by law. This Clause shall not shorten such statutory periods.
24.7 The limitations and exclusions in this Clause 24 apply regardless of the form of action and even if a party has been advised of the possibility of such loss or damage, and shall survive termination or expiry of this Agreement.
24.8 Notwithstanding Clauses 24.3 and 24.4, nothing in this Agreement shall limit or exclude liability for wilful misconduct or gross negligence to the extent such limitation or exclusion is not permitted by applicable law.
24.9 In respect of Licensees who are consumers and where required by applicable mandatory consumer protection law, the cap in Clause 24.4 shall be the greater of (a) USD $1,000; or (b) the total Fees actually paid by the Licensee in the twenty-four (24) months immediately preceding the event giving rise to the first claim. EULA v2.1 - Effective 17 Aug 2025
24.10 Where required by applicable mandatory consumer protection law, the period in Clause 24.6 shall be extended to twenty-four (24) months.
25. INDEMNIFICATION
25.1 The Licensee shall indemnify, defend, and hold harmless the Licensor and its affiliates, and each of their respective directors, officers, employees, contractors, and agents, from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, fines, penalties, costs, and expenses (including reasonable legal and expert fees and costs) arising out of or in connection with:
25.1.1 the Licensee’s breach of this Agreement (including Clauses 4 to 7, 10 to 13, 18 to 21, and 27);
25.1.2 the Licensee’s trading activity, account configurations, risk settings, or use of the Licensed Software or Ancillary Platform, including any losses incurred by the Licensee or third parties;
25.1.3 any allegation that data, content, instructions, configurations, or materials supplied by or on behalf of the Licensee (including account identifiers and integrations) infringe, misappropriate, or violate any third party’s rights or applicable law;
25.1.4 the Licensee’s dealings with, or reliance upon, any broker, dealer, trading venue, platform, payment processor, or other third party (including Global Next Trade and any GNT-X account types), and any disputes or issues arising therefrom;
25.1.5 the Licensee’s violation of applicable law, regulation, or rule of any relevant authority or trading venue (including financial services, market abuse, data protection, consumer protection, export control, and sanctions laws);
25.1.6 any claim, inquiry, investigation, fine, assessment, or order by a governmental, regulatory, or self-regulatory body relating to the Licensee’s use of the Licensed Software or Ancillary Platform; and
25.1.7 any malware, security breach, or other harmful activity introduced or permitted by the Licensee or its users in breach of Clause 19.
25.2 The indemnities in Clause 25.1 apply regardless of the form of action and whether the claims are brought by a private party, broker, processor, platform provider, or governmental or regulatory authority, except to the extent finally determined by a court of competent jurisdiction to have resulted from the Licensor’s fraud, wilful misconduct, or gross negligence.
25.3 The obligations in Clause 25.1 are conditioned upon the Licensor:
providing the Licensee with prompt written notice of any claim (provided that a delay shall not relieve the Licensee of its obligations except to the extent the Licensee is materially prejudiced thereby);
granting the Licensee sole control of the defence and settlement of the claim (subject to Clause 25.4); and
providing reasonable cooperation at the Licensee’s expense.
25.4 The Licensee shall not settle any claim in a manner that imposes any admission of liability, non-monetary obligation, or injunctive relief upon the Licensor without the Licensor’s prior written consent (not to be unreasonably withheld or delayed). The Licensor may, at its own expense, participate in the defence with counsel of its choosing. EULA v2.1 - Effective 17 Aug 2025
25.5 The Licensor may seek interim, injunctive, or other equitable relief to prevent or restrain conduct giving rise to indemnifiable claims, without prejudice to the Licensee’s indemnity obligations.
25.6 The Licensee shall pay defence costs on an ongoing basis as incurred and shall reimburse the Licensor for any amounts paid or payable in settlement or pursuant to a final judgment, award, order, fine, or penalty, together with reasonable internal costs directly attributable to responding to the matter (including time spent by personnel at reasonable internal rates).
25.7 The indemnities in this Clause 25 are in addition to, and not limited by, any other rights or remedies available to the Licensor at law, in equity, or under this Agreement. For the avoidance of doubt, the limitations of liability in Clause 24 shall not apply to the Licensee’s obligations under this Clause 25.
25.8 The obligations in this Clause 25 shall survive termination or expiry of this Agreement.
26. CLIENT ACKNOWLEDGEMENTS & REPRESENTATIONS
26.1 The Licensee represents that they are at least eighteen (18) years of age and have full legal capacity to enter into and perform this Agreement. Where the Licensee is an entity, the individual accepting this Agreement represents that they are duly authorised to bind the entity.
26.2 The Licensee acknowledges that the Licensor provides technology only and does not conduct regulated activity, and confirms that they have read and understood Clauses 4, 11, and 14 to 16. The Licensee enters into this Agreement, purchases the Licensed Software, and undertakes any trading solely on their own initiative and responsibility and not in reliance on investment advice or a recommendation from the Licensor.
26.3 The Licensee understands that past performance is not indicative of future results and that no performance is guaranteed. The Licensee further acknowledges that they had a reasonable opportunity, before and after purchase, to seek independent confirmation of performance from Alpha Performance Verification Services as described in Clause 17, and that any decision to rely on or not to rely on such verification is made solely at the Licensee’s discretion and risk.
26.4 The Licensee acquires rights under this Agreement solely for their own internal use and not for the benefit of any third party. The Licensee will not resell, provide, or otherwise make the Licensed Software or Ancillary Platform available to any third party, will not operate it as part of a managed account service, copy-trading service, or pooled investment vehicle (except as expressly permitted in writing by the Licensor), and will not use it to develop or support a competing product or service.
26.5 The Licensee is solely responsible for configuring risk settings and trading parameters and accepts all consequences arising from those choices. The Licensee understands that the Licensed Software is designed to operate with a recommended minimum account balance of USD $5,000 (or equivalent) and that operating below this level may result in missed trades or reduced performance due to margin constraints, for which the Licensor has no responsibility.
26.6 The Licensee is solely responsible for connecting and maintaining their trading account(s) through the Ancillary Platform, for monitoring functionality and performance, and for taking any remedial action they consider appropriate. The Licensee understands that the Licensor does not monitor, supervise, or manage the Licensee’s trading account or positions.
26.7 The Licensee represents that their use of the Licensed Software and Ancillary Platform will comply with all applicable laws, regulations, and rules of relevant authorities and trading venues, and that they will not use the Licensed Software for any unlawful purpose, including market abuse, fraud, money laundering, or sanctions violations. The Licensee further represents that they are not subject to, and are not controlled by a person subject to, applicable export control, sanctions, or debarment restrictions, and that they will comply with Clause 27. EULA v2.1 - Effective 17 Aug 2025
26.8 The Licensee represents that all information, data, account identifiers, and materials they provide or connect to the Ancillary Platform are accurate, lawful, and provided with all necessary rights, consents, and authorisations. The Licensee grants the Licensor the rights necessary to process such data as set out in Clause 13.8 and Clause 21.
26.9 The Licensee acknowledges that any dealings with brokers, dealers, trading venues, platforms, or payment processors (including Global Next Trade and any GNT-X account types) are conducted solely between the Licensee and the relevant third party, that such third parties are independent of the Licensor, and that any disputes or issues arising out of such dealings are to be resolved exclusively with the relevant third party, as further described in Clause 11.
26.10 The Licensee acknowledges the Fees and Payment terms in Clause 9, including the one-time License Fee, the recurring Subscription Fee, the authorisation for automatic renewal billing, the scope of the 30-Day Satisfaction Guarantee in Clause 8, and that, except as expressly provided in Clause 8, Fees are non-refundable.
26.11 The Licensee acknowledges that the Licensor may, subject to Clause 18 and Clause 21, access performance data from the Licensee’s connected MT5 account on a read-only basis for marketing materials presented in anonymised or aggregated form, and that the Licensee may opt out at any time by written notice in accordance with Clause 18.
26.12 The Licensee confirms that they have not relied upon any statement, promise, representation, or warranty not expressly set out in this Agreement or in the Licensor’s then-current privacy policy, and that no communications with the Licensor’s personnel (including sales, onboarding, or support) shall be construed as investment advice or a recommendation.
26.13 The Licensee confirms that they have had the opportunity to seek independent legal, tax, and financial advice before entering into this Agreement and that, to the extent they have not done so, they voluntarily waive that opportunity.
26.14 The acknowledgements and representations in this Clause 26 are continuous and shall be deemed repeated on each day that the Licensee uses the Licensed Software or accesses the Ancillary Platform. They shall survive termination or expiry of this Agreement to the extent necessary to give them effect.
27. EXPORT CONTROL AND SANCTIONS COMPLIANCE
27.1 The Licensee shall use, access, export, re-export, transfer, and otherwise deal with the Licensed Software and the Ancillary Platform only in full compliance with all applicable export control, trade, sanctions, and anti-boycott laws and regulations, including (as applicable) those of the United Kingdom (including the Sanctions and Anti-Money Laundering Act 2018 and related regulations, and the Export Control Order 2008), the United States (including the Export Administration Regulations administered by the U.S. Department of Commerce and economic sanctions administered by the U.S. Department of the Treasury, Office of Foreign Assets Control), the European Union (including the EU Dual-Use Regulation and EU sanctions regimes), and any other jurisdiction that lawfully asserts control over the Licensee’s use of the Licensed Software.
27.2 The Licensee represents and warrants that they are not:
located, organised, or ordinarily resident in, and will not access or use the Licensed Software from, any country or territory that is the subject of comprehensive sanctions or an embargo under applicable laws (including, by way of example only, Cuba, Iran, North Korea, Syria, and the Crimea/Sevastopol, Donetsk, or Luhansk regions);
listed on, owned or controlled by, or acting on behalf of any person listed on, any applicable sanctions or restricted parties list, including without limitation OFAC’s Specially Designated Nationals and Blocked Persons List, the U.S. Department of Commerce Entity List or Denied Persons List, the UK Consolidated List, or the EU
EULA v2.1 - Effective 17 Aug 2025
Consolidated Sanctions List; or
(c) otherwise a person with whom dealings are prohibited under applicable sanctions laws.
27.3 The Licensee shall not export, re-export, release, transfer, download, or permit access to the Licensed Software or any related technology or technical data to any Sanctioned Person or into any embargoed or comprehensively sanctioned country or region, and shall not use the Licensed Software for any prohibited end-use under applicable export control laws, including uses related to weapons of mass destruction, military end-use/end-users where restricted, or surveillance or human-rights abuses where restricted. The Licensee shall not circumvent, or attempt to circumvent, geographic or identity controls (including by use of VPNs, proxy services, IP obfuscation, or false declarations) to access the Licensed Software in breach of this Clause 27.
27.4 The Licensor may conduct sanctions and export-control screening and due diligence on the Licensee and related transactions, may request reasonable information or documentation to verify compliance, and may suspend or restrict access (without liability) where the Licensor reasonably believes that continued performance could breach applicable law or this Clause 27, or pending completion of screening or investigation. Failure by the Licensee to provide requested information within a reasonable time constitutes a material breach of this Agreement.
27.5 The Licensee shall promptly notify the Licensor in writing if any representation in Clause 27.2 becomes untrue or if the Licensee becomes subject to, or is owned or controlled by a person subject to, applicable sanctions or export restrictions, and shall immediately cease all use of the Licensed Software unless and until the Licensor provides written authorisation to resume use to the extent permitted by law.
27.6 The Licensee is solely responsible for any authorisations, notifications, or licences required for its use of the Licensed Software under applicable export control or sanctions regimes and shall ensure that any onward transfer permitted by this Agreement (if any) complies with applicable law. Nothing in this Agreement requires the Licensor to seek or obtain any governmental licence or approval to provide the Licensed Software to the Licensee.
27.7 Any breach of this Clause 27 constitutes a material breach of this Agreement and may result in immediate suspension or termination pursuant to Clause 28, without prejudice to the Licensor’s other rights and remedies (including those under Clause 25). The obligations in this Clause 27 survive termination or expiry of this Agreement.
28. TERMINATION
28.1 The Licensee may terminate this Agreement at any time by written notice to info@neurocloud.co (or such other address as the Licensor may notify). The Licensor will process the termination and disconnect the Licensed Software from the Licensee’s account within one (1) business day following receipt of the notice. Termination by the Licensee shall not entitle the Licensee to any refund of Fees already paid except as expressly provided in Clause 8.
28.2 The Licensor may terminate this Agreement, or suspend access to the Licensed Software and/or the Ancillary Platform (in whole or in part), with immediate effect by written notice to the Licensee where:
the Licensee commits a material breach of this Agreement (including breach of Clauses 4 to 7, 10 to 13, 18 to 21, or 27) which is incapable of remedy or, if capable of remedy, is not remedied within seven (7) days after written notice requiring remedy;
any Fee is overdue and remains unpaid five (5) days after written notice;
the Licensor reasonably believes that continued access would pose a material security risk, enable ongoing infringement or misuse, or expose the Licensor to legal or regulatory
EULA v2.1 - Effective 17 Aug 2025
liability;
(d) the Licensee becomes subject to export control or sanctions restrictions, or the Licensor reasonably determines that continued performance would breach applicable law or Clause 27; or
the Licensee becomes insolvent, enters into liquidation or administration, makes a composition with creditors, or suffers any analogous event in any jurisdiction.
28.3 Suspension pursuant to Clause 28.2 may be applied as an alternative to termination where the Licensor reasonably considers suspension proportionate to address the relevant issue. During any suspension, the Licensor shall use reasonable efforts to notify the Licensee of the reason for suspension and, where appropriate, the steps required for reinstatement. If the underlying issue is not remedied within a reasonable time, the Licensor may proceed to terminate this Agreement.
28.4 Termination under this Agreement is without prejudice to any rights, remedies, claims, or defences accrued by either party as at the date of termination. Fees accrued or payable up to the effective date of termination shall become immediately due and payable. Except as expressly provided in Clause 8, Fees are non-refundable. Where termination is effected by the Licensor for reasons other than the Licensee’s material breach, the Licensee shall be entitled to a pro-rata refund of any unused portion of the Licence Fees.
28.5 Notices of termination or suspension may be delivered by email to the last contact details provided by the Licensee and shall be deemed received upon transmission, provided that the sender has not received a delivery failure notice. The Licensee is responsible for keeping its contact details up to date in accordance with Clause 19.8.
28.6 Following termination for any reason, the provisions of Clause 29 shall apply to the consequences of termination, including disconnection, cessation of access, and ongoing obligations. Clauses which by their nature are intended to survive termination (including, without limitation, Clauses 6, 8, 9, 11 to 16, 18 to 21, 22, 24 to 27, 29 to 32) shall continue in full force and effect.
29. EFFECT OF TERMINATION
29.1 Upon termination of this Agreement for any reason, all rights granted to the Licensee under this Agreement shall immediately cease. The Licensee shall promptly discontinue all access to and use of the Licensed Software and the Ancillary Platform, disconnect any connected trading accounts or integrations, and refrain from attempting to access the Licensed Software by any means (including through cached credentials, stored tokens, or passcodes).
29.2 The Licensor will disable the Licensee’s access to the Licensed Software and the Ancillary Platform within a reasonable period following the effective date of termination. The Licensee acknowledges that live positions and trading decisions remain solely the Licensee’s responsibility both before and after termination, and that the Licensor has no obligation to monitor, close, or otherwise manage any trades or positions.
29.3 The Licensee shall promptly remove, uninstall, or destroy any local components, materials, or copies of documentation provided in connection with the Licensed Software that remain in the Licensee’s possession or control, and shall not retain any access credentials, passcodes, screenshots, extracts, or derivative materials that would enable continued use.
29.4 All Fees accrued or payable up to the effective date of termination shall become immediately due and payable. Except as expressly provided in Clause 8, no Fees are refundable upon or after termination. Any unused service periods or credits (if any) shall be forfeited unless the Licensor agrees otherwise in writing. In the event of prolonged or repeated service outages attributable to the Licensor, the Licensee shall be entitled to a proportionate service credit or refund. EULA v2.1 - Effective 17 Aug 2025
29.5 The treatment of personal data and other data following termination shall be as set out in Clause 21. Without limiting Clause 21, the Licensor may retain logs, telemetry, and other records generated by the Ancillary Platform for a reasonable period for security, compliance, audit, and legal purposes. The Licensor has no obligation to maintain or restore the Licensee’s historical data after termination, save as required by applicable law.
29.6 Each party shall, upon written request of the other, return or securely destroy the other party’s Confidential Information in accordance with Clause 22.6. Any Confidential Information retained pursuant to legal, regulatory, archival, or backup requirements shall remain subject to Clause 22 until deletion in the ordinary course.
29.7 The Licensor may implement technical measures to prevent further access or use, including revocation of tokens, passcodes, licence keys, or API connections. The Licensee shall cooperate reasonably with any steps necessary to effect disconnection or disablement.
29.8 Termination does not affect the Licensee’s obligations to third parties, including brokers, dealers, trading venues, or payment processors. The Licensee remains solely responsible for closing, modifying, or managing any positions and for disconnecting any third-party integrations. The Licensor shall have no responsibility or liability for any losses, missed trades, or residual effects arising from the Licensee’s failure to take such steps.
29.9 Any transitional assistance requested by the Licensee after termination (for example, data exports where technically feasible) shall be provided at the Licensor’s discretion, may be subject to reasonable charges, and shall not include source code, strategy logic, or other proprietary materials.
29.10 To the extent the Licensee has previously consented to identified marketing use, the effect of termination on marketing references shall be handled in accordance with Clause 18.4. For the avoidance of doubt, the Licensor will cease creating new marketing materials referencing the Licensee’s performance upon termination and will remove or de-identify such references from the Licensor’s digital channels within a reasonable period, acknowledging that materials already printed, distributed, or embedded in third-party channels may not be capable of withdrawal.
29.11 Clauses which by their nature are intended to survive termination shall continue in full force and effect, including, without limitation, Clauses 6, 8, 9, 11 to 16, 18 to 22, 24 to 27, 29 to 32. Termination is without prejudice to any rights, remedies, claims, or defences accrued by either party as at the effective date of termination.
30. GOVERNING LAW AND JURISDICTION; U.S. CONSUMER PROTECTION AND JURISDICTION WAIVER
30.1 This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.
30.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. Each party irrevocably submits to the jurisdiction of such courts and waives any objection to proceedings in such courts on the grounds of forum non conveniens or otherwise. For the avoidance of doubt, venue shall be deemed proper in London. Service of process may be effected by email to the last-notified contact address, to the extent permitted by applicable law.
30.3 For consumers resident outside the United Kingdom, nothing in this Agreement shall deprive the consumer of the right to bring proceedings in the courts of their habitual residence where such right is mandated by applicable law.
30.4 Without prejudice to Clause 30.2, the Licensor may, where necessary to protect its Intellectual Property Rights or Confidential Information or to obtain urgent injunctive or equitable relief, EULA v2.1 - Effective 17 Aug 2025
seek such relief in any court of competent jurisdiction, and such pursuit shall not be construed as a waiver of the exclusive jurisdiction provisions otherwise set out in this Clause 30.
30.5 Subject to Clause 30A and only if a court of competent jurisdiction finally determines that the agreement to arbitrate in Clause 30A is unenforceable as to a particular claim, each party, to the fullest extent permitted by law, (a) waives any right to a jury trial; and (b) agrees that any such claim shall be brought solely in an individual capacity and not on a class, collective, consolidated, representative, or private attorney-general basis.
30.6 The parties agree that the English language version of this Agreement governs. Translations (if any) are provided solely for convenience and shall not affect interpretation.
30A. U.S. DISPUTE RESOLUTION (ARBITRATION)
30A.1 Application. This Clause 30A applies where the Licensee is located in the United States. To the extent of any inconsistency with Clauses 30.2 to 30.5, this Clause 30A prevails.
30A.2 Agreement to Arbitrate. Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by JAMS or the American Arbitration Association pursuant to their applicable rules for consumer/commercial disputes, as appropriate. The Federal Arbitration Act (9 U.S.C. §§ 1–16) governs the interpretation and enforcement of this agreement to arbitrate.
30A.3 Seat and Manner. Arbitration may be conducted by video conference, on written submissions, or, if an in-person hearing is requested, in the county (or parish) of the Licensee’s residence. The language shall be English.
30A.4 Individual Basis; Class Waiver. Claims may be brought only in an individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, representative, or private attorney-general action. The arbitrator has no authority to conduct class arbitration.
30A.5 Small-Claims Carve-Out. Either party may bring an individual action in a court of competent jurisdiction for claims within that court’s small-claims jurisdiction.
30A.6 30-Day Opt-Out. A Licensee may opt out of this Clause 30A within thirty (30) days after first agreeing to this Agreement by sending written notice to info@neurocloud.co stating the wish to opt out of arbitration. Opt-out does not affect the remainder of this Agreement.
30A.7 Injunctive Relief. Either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction as necessary to protect Intellectual Property Rights or Confidential Information, without prejudice to arbitration of the underlying dispute.
30A.8 The Licensor shall bear all administrative and arbitrator fees in excess of those that would be payable to file a claim in a court of competent jurisdiction. In the event of multiple similar claims, the arbitration provider’s mass-arbitration protocols shall apply so as to ensure fair and efficient resolution.
31. MISCELLANEOUS
31.1 Entire Agreement. This Agreement (together with any documents expressly incorporated by reference, including the Licensor’s then-current privacy policy) constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous discussions, proposals, understandings, and agreements, whether written or oral. Each party acknowledges that it has not relied on any statement, promise, or representation not expressly set out in this Agreement.
31.2 Order of Precedence. In the event of any conflict or inconsistency between the terms of this Agreement and any policy or ancillary document referenced herein, the terms of this EULA v2.1 - Effective 17 Aug 2025
Agreement shall prevail, except that, as between this Agreement and the privacy policy, Clause 21 shall govern the parties’ contractual data protection obligations.
31.3 Assignment and Transfer. The Licensee shall not assign, transfer, charge, or otherwise deal with any of its rights or obligations under this Agreement (including by operation of law) without the Licensor’s prior written consent. The Licensor may assign or transfer its rights or obligations, in whole or in part, to an affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of assets, provided that such assignment does not materially reduce the Licensee’s rights under this Agreement.
31.4 Subcontracting. The Licensor may use subcontractors and sub-processors in the performance of this Agreement. The Licensor shall remain responsible for their acts and omissions as for its own, subject to the limitations and exclusions of liability set out in this Agreement.
31.5 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, employment, fiduciary, or agency relationship between the parties. The Licensee has no authority to bind the Licensor.
31.6 Waiver. A failure or delay by either party to exercise any right or remedy under this Agreement shall not operate as a waiver of that or any other right or remedy. A waiver is effective only if in writing and signed (or issued by email) by an authorised representative and shall apply only to the specific instance identified.
31.7 Severability (General). If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, such provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable, and, if modification is not possible, it shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the remaining provisions.
31.8 Severability of Disclaimers (Specific). Without limiting Clause 31.7, the parties agree that the risk disclosures and disclaimers in Clauses 14 to 16, the regulatory statements in Clauses 4, 11, and 27, and the limitations/exclusions in Clause 24 are intended to operate independently and cumulatively. If any portion of those clauses is found invalid or unenforceable, the remaining portions shall continue in full force and effect and shall be construed to achieve, to the maximum lawful extent, the allocation of risk and regulatory posture intended by the parties.
31.9 No Set-Off. The Licensee shall make all payments without set-off or deduction save where such set-off or deduction is required by law or relates to the Licensee’s exercise of a statutory right, including but not limited to chargeback rights available to consumers.
31.10 Notices. Except where this Agreement permits notice by other means (including operational notices within the Ancillary Platform), legal notices under this Agreement shall be in writing and delivered by email. Notices to the Licensor shall be sent to info@neurocloud.co (or such other address as the Licensor may notify). Notices to the Licensee shall be sent to the primary email address associated with the Licensee’s account. A notice sent by email shall be deemed received at the time of transmission, provided that the sender has not received a delivery failure notice. The Licensee is responsible for keeping contact details current in accordance with Clause 19.8.
31.11 Further Assurances. Each party shall, at its own cost and upon reasonable request of the other, execute and deliver such documents and take such further acts as may be reasonably necessary to give full effect to this Agreement and the transactions contemplated hereby.
31.12 Cumulative Remedies. Except as expressly stated otherwise, the rights and remedies provided in this Agreement are cumulative and in addition to, and not exclusive of, any rights or remedies provided by law or in equity.
31.13 Third-Party Rights. A person who is not a party to this Agreement shall have no rights to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999, save that the indemnified persons described in Clause 25.1 may enforce Clause 25 subject to and in EULA v2.1 - Effective 17 Aug 2025
accordance with that Act. The consent of such persons is not required to rescind or vary this Agreement.
31.14 Time of the Essence. Time shall be of the essence in respect of the Licensee’s payment obligations under this Agreement.
31.15 Interpretation. The rules of interpretation in Clause 1 apply to this Agreement as a whole. The parties agree that this Agreement shall not be construed against a party by reason only that such party (or its legal counsel) drafted it.
31.16 Validity of Electronic Communications. Communications and records created, executed, or delivered electronically (including click-wrap acceptance referenced in Clause 32) shall have the same legal effect as originals and satisfy any requirement for writing or signature to the fullest extent permitted by applicable law.
32. SIGNATURE AND ELECTRONIC CONSENT
32.1 By selecting an “I Agree”, “Accept”, “Agree and Continue”, “Purchase”, or similar button or checkbox, by placing an order for the Licensed Software, by entering or using a passcode to activate access, or by accessing or continuing to use the Licensed Software or the Ancillary Platform after notice of updated terms pursuant to Clause 3, the Licensee acknowledges and agrees that they have read, understood, and agree to be bound by this Agreement.
32.2 The Licensee agrees that any such action constitutes the Licensee’s electronic signature and acceptance of this Agreement to the fullest extent permitted by applicable law, including (where relevant) the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN), the UK Electronic Communications Act 2000, and the EU eIDAS Regulation. No wet-ink signature is required.
32.3 If the Licensee is an entity, the individual taking the actions described in Clause 32.1 represents and warrants that they are duly authorised to bind the entity, and that the entity accepts and agrees to this Agreement.
32.4 The Licensee consents to receive and retain this Agreement and all related disclosures, notices, and records electronically (including by email and via the Ancillary Platform) and confirms that they have the hardware, software, and internet access necessary to receive, review, download, and print such materials. Notices will be delivered in accordance with Clause 31.10.
32.5 The Licensor may maintain records of the Licensee’s acceptance and related activity, including timestamps, IP addresses, device or session identifiers, and acceptance artefacts (such as screenshots or logs). In the absence of manifest error, the Licensor’s records shall constitute prima facie evidence of acceptance and the version of this Agreement agreed by the Licensee.
32.6 A current copy of this Agreement will be made reasonably available to the Licensee via the Ancillary Platform or upon written request to the Licensor. The Licensee should print or save a copy of this Agreement for their records.
32.7 If applicable law in the Licensee’s jurisdiction requires a different form of execution for any provision, the parties will cooperate in good faith to execute such provision in the required form; provided that the validity of the Licensee’s electronic acceptance under Clauses 32.1 and 32.2 shall be preserved to the maximum extent permitted by law.
32.8 The Licensee acknowledges that their continued access to or use of the Licensed Software or the Ancillary Platform after being notified of updated terms in accordance with Clause 3 constitutes acceptance of the updated terms from the effective date specified in such notice.
