The terms on which BJF Trading Group Inc. licenses its software to you.
This End User License Agreement (the “Agreement”) is a binding legal contract between you (“Licensee”, “you”) and BJF Trading Group Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (“BJF”, “Licensor”, “we”, “us”).
By selecting “I accept the agreement” in the Setup program, or by downloading, installing, activating or using the Software, you accept this Agreement in full. If you do not agree, select “I do not accept the agreement” and do not install, activate or use the Software. A free trial is available so that you can evaluate the Software before purchasing; see Section 17.
This version applies to purchases, renewals and updates made on or after the effective date. Purchases made before that date are governed by the version of this Agreement in force at the time of purchase.
Read these sections carefully — they limit your rights and decide how disputes are resolved: Section 8 (No Investment Advice), Section 11 (No Warranty), Section 12 (Limitation of Liability), Section 13 (Time Limit for Claims), Section 20 (Governing Law and Dispute Resolution) and Section 22 (Waiver of Class Proceedings).
Section 20.3 requires most disputes to be resolved by binding arbitration in Toronto, Ontario, on an individual basis, and Section 22 waives your right to take part in a class proceeding or a jury trial. Sections 20.4, 20.6 and 21 set out the exceptions.
1.1 "Software" means the BJF computer program or programs supplied to you, including expert advisors, indicators, scripts, bridges, connectors, terminals, utilities and any accompanying files, documentation, updates, upgrades and patches supplied by BJF.
1.2 "License Key" means the activation credential, account number binding, hardware binding or other credential issued by BJF that enables the Software to operate.
1.3 "Trading Account" means a live or demonstration account with a broker or trading venue on which the Software is operated.
1.4 "Fees" means the amounts actually paid by you to BJF for the Software or for a service under this Agreement.
1.5 "Custom Work" means any bespoke development, modification, integration or configuration work performed by BJF at your request and to your specification.
2.1 This Agreement is formed when you first do any of the following:
(a) select "I accept the agreement" in the Setup program before installing the Software;
(b) indicate acceptance of this Agreement by any other means offered by BJF at the time of purchase or download;
(c) download, install or activate the Software; or
(d) use the Software.
2.2 The Setup program displays this Agreement in full and requires you to accept it before installation proceeds. Declining ends the installation and no license is granted.
2.3 BJF may record the date, time, product name and version, and the version of this Agreement associated with your acceptance, together with the license key and installation identifiers used at activation. Such records are admissible evidence of your acceptance of the version of this Agreement recorded with them.
2.4 This Agreement applies to every copy, license, renewal, update and upgrade of the Software supplied to you, unless superseded by a signed written agreement between you and BJF.
3.1 Subject to your continuing compliance with this Agreement and payment of all Fees, BJF grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software.
3.2 Unless your order confirmation states otherwise, the license permits use:
(a) by you alone, for your own account or the account of the entity that purchased the license;
(b) on the number of live Trading Accounts and the number of computers or virtual
machines stated in your order confirmation; where no number is stated, on up to 200 live Trading Accounts and up to 1 computer or virtual machine concurrently;
(c) for the license term stated in your order confirmation, or perpetually if no term is stated, subject to Section 18.
3.3 Demonstration accounts may be used without limit for testing, unless BJF states otherwise.
3.4 No rights are granted other than those expressly stated in this Section 3. All rights not expressly granted are reserved by BJF.
You shall not, and shall not permit any third party to:
4.1 sell, resell, sublicense, assign, lease, rent, lend, gift, share, publish, distribute or otherwise transfer the Software, any License Key, or any rights under this Agreement, whether for commercial gain or otherwise, without the prior written consent of BJF;
4.2 reverse engineer, decompile, disassemble, decrypt, deobfuscate or otherwise attempt to derive the source code, algorithms, protocols or internal logic of the Software, except (a) to the minimum extent that such acts cannot lawfully be prohibited under applicable mandatory law, or (b) in respect of a third-party component identified in THIRD-PARTY-NOTICES.txt, to the extent expressly permitted by that component's own license;
4.3 circumvent, disable, tamper with, emulate or interfere with any licensing, activation, verification, expiry, integrity or anti-tampering mechanism of the Software, or with communications between the Software and BJF's licensing infrastructure;
4.4 modify, adapt, translate or create derivative works of the Software, or incorporate any part of it into another product;
4.5 remove, obscure or alter any copyright, trademark, license or proprietary notice contained in or displayed by the Software;
4.6 use the Software, or information derived from it, to design, develop, market or support a product or service that competes with the Software;
4.7 publish, distribute or make available any benchmark, decompilation result, extracted logic, or reverse-engineered description of the Software;
4.8 use the Software in violation of any applicable law, regulation, sanctions program or export control, or of the rules of any broker or trading venue.
Any breach of this Section 4 is a material breach and entitles BJF to terminate this Agreement and all License Keys immediately and without refund, in addition to any other remedy available at law or in equity.
5.1 The Software is licensed, not sold. BJF and its licensors retain all right, title and interest in and to the Software, including all copyright, trade secrets, trademarks, patents and other intellectual property rights therein.
5.2 Any feedback, suggestion or improvement idea you provide to BJF may be used by BJF without restriction or compensation.
5.3 Nothing in this Agreement transfers ownership of any intellectual property to you.
6.1 The Software may include third-party components that are licensed under their own separate terms, including open-source licenses. The required notices, copyright attributions and license texts for those components are set out in the file THIRD-PARTY-NOTICES.txt, which is distributed with the Software and is incorporated into this Agreement by reference for that purpose.
6.2 THIRD-PARTY-NOTICES.txt is installed with the Software in the installation folder. If you did not receive it, BJF will supply a copy free of charge on written request to the address in Section 23.
6.3 Each third-party license set out in THIRD-PARTY-NOTICES.txt applies only to the component identified with it, and only to that component's own code. Where such a license grants you rights that this Agreement would otherwise restrict, those rights apply to that component alone; this Agreement continues to govern the Software as a whole and every part of it authored by BJF.
6.4 For the avoidance of doubt, no open-source or public license applies to the Software as a whole. Nothing in THIRD-PARTY-NOTICES.txt, and nothing in any license reproduced in it, grants you any right to use, copy, modify, merge, publish, distribute, sublicense or sell the Software or any part of it authored by BJF, all of which is governed exclusively by this Agreement.
6.5 THIRD-PARTY-NOTICES.txt is a notice file. It does not vary Sections 3, 4, 5, 11 or 12 of this Agreement in respect of any part of the Software authored by BJF.
7.1 The Software may require online activation and may periodically verify the validity of your License Key with BJF's servers.
7.2 You consent to the transmission to BJF of the technical data necessary for activation and verification, which may include License Key, product and version identifiers, Trading Account number, broker server name, hardware or installation identifiers, and IP address. BJF uses this data to operate licensing, prevent unauthorized use, and provide support.
7.3 The Software may cease to function if verification fails, if the License Key is revoked, or if tampering is detected. Interruption of your internet connection may prevent verification.
7.4 The verification mechanisms are technological protection measures. Circumventing them is prohibited by Section 4.3 and may also be unlawful under applicable copyright legislation.
8.1 As an independent and self-directed investor, you acknowledge that you alone are responsible for determining the suitability of your investment choices and trading strategies.
8.2 The Software may operate as an automated trading system, and may also operate as a manual system with alerts if automatic trading is disabled in its inputs. In automated mode, orders are placed without human intervention. In alert mode, you decide whether to accept or reject each signal.
8.3 BJF assumes no responsibility for your investment choices or decisions, whether the Software is used in automated or manual mode. You shall not hold BJF, its affiliates, officers, employees, resellers, or payment processors liable for those choices or decisions.
8.4 BJF is not a registered investment adviser, portfolio manager, dealer or broker in any jurisdiction, does not provide investment, financial, tax or legal advice, and gives no opinion on the nature, risk or suitability of any trade, transaction, instrument or strategy. Any documentation, example settings, presets, marketing material or support communication is provided for technical illustration only and is not a recommendation.
8.5 No fiduciary relationship is created between you and BJF by your purchase or use of the Software, and no fiduciary duty is owed by either party to the other.
8.6 No representation is made that the Software will be profitable. Past or simulated performance is not indicative of future results. Trading in leveraged instruments carries a high level of risk and may result in loss exceeding your deposit. You should not trade with money you cannot afford to lose.
9.1 Before operating the Software on any live Trading Account, and again after every update, configuration change, broker change or server change, you shall test the Software on a demonstration account under conditions representative of your intended live use, and satisfy yourself as to its behavior.
9.2 You are solely responsible for the parameters, lot sizes, risk settings and instruments you select, and for monitoring the Software while it operates.
9.3 Failure to test as required by this Section 9 is a failure to mitigate loss and shall be taken into account in any claim you may bring.
10.1 You are solely responsible for ensuring that your chosen broker or trading platform permits the use of the Software and the strategies it employs. Brokers apply differing policies to arbitrage, high-frequency, news-based, and other strategies.
10.2 You must read, understand and comply with your broker's terms and conditions. Failure to do so may result in penalties, requoting, execution restrictions, profit reversal, account suspension, account closure or other action by the broker.
10.3 BJF is not liable for any action taken by a broker or trading venue against you, nor for any loss arising from your non-compliance with a broker's policies.
11.1 THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, including without limitation any implied warranty or condition of merchantability, merchantable quality, fitness for a particular purpose, durability, title, non-infringement, or arising from a course of dealing or usage of trade.
11.2 BJF does not warrant that the Software will be uninterrupted, error-free, secure, compatible with any particular broker, platform version, operating system or connectivity arrangement, or that defects will be corrected.
11.3 BJF does not warrant the accuracy, timeliness or availability of any market data, price feed, news feed or third-party service accessed by or through the Software.
11.4 No advice or information, oral or written, obtained from BJF or through the Software creates any warranty not expressly stated in this Agreement.
12.1 BJF shall not be liable for any trading loss, lost profit, lost opportunity, loss of data, loss of goodwill, business interruption, or any indirect, incidental, special, consequential, exemplary or punitive damages, arising out of or in connection with the Software, this Agreement, any Custom Work, or your use of or inability to use the Software, whether in contract, tort (including negligence), strict liability, statute or otherwise, and whether or not BJF was advised of the possibility of such damages.
12.2 BJF's total aggregate liability arising out of or in connection with this Agreement and the Software, from all causes of action combined, shall not exceed the greater of (a) the Fees actually paid by you to BJF in the twelve (12) months immediately preceding the event giving rise to the claim, and (b) one hundred Canadian dollars (CAD $100).
12.3 Where BJF has performed Custom Work, BJF's total aggregate liability in respect of that Custom Work shall not exceed the Fees actually paid by you for that Custom Work.
12.4 The limitations in this Section 12 apply even if a limited remedy is found to have failed its essential purpose, and reflect a reasonable allocation of risk that is reflected in the Fees charged.
12.5 Nothing in this Agreement excludes or limits liability for fraud, fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.
Any claim arising out of or in connection with this Agreement or the Software must be commenced within twelve (12) months after the date on which the claimant first knew or ought reasonably to have known of the facts giving rise to the claim, failing which the claim is permanently barred, to the extent such a limitation is permitted by applicable law.
You shall indemnify, defend and hold harmless BJF, its affiliates, officers, directors, employees, contractors and payment processors from and against any claim, demand, proceeding, loss, liability, damage, cost or expense (including reasonable legal fees) arising out of or in connection with:
(a) your use of the Software;
(b) your breach of this Agreement;
(c) your trading activity, or any dispute between you and any broker, trading venue, counterparty or regulator;
(d) any specification, requirement, instruction or data you supplied to BJF in connection with Custom Work;
(e) your violation of any law or of the rights of any third party.
15.1 BJF may provide technical support relating to installation and operation of the Software for twelve (12) months from the date of purchase, by the channels published on bjftradinggroup.com. Support may be renewed for further periods on the terms published by BJF at the time of renewal.
15.2 Support does not extend to trading advice, strategy selection, parameter optimization for profitability, broker selection, or third-party software.
15.3 BJF may issue updates at its discretion. BJF is under no obligation to maintain compatibility with any future version of a third-party platform, broker technology or operating system.
15.4 Provision of support or an update is not an admission of defect and does not extend or vary any warranty.
16.1 Custom Work is governed by this Section 16 together with the written specification agreed between the parties. Where BJF and you have agreed separate written terms for a particular piece of Custom Work, those terms prevail over this Section 16 to the extent of any conflict.
16.2 BJF implements Custom Work in accordance with the written specification supplied or approved by you. You are solely responsible for the correctness, completeness and suitability of that specification. BJF is not liable for any loss arising from an error, omission, ambiguity or incorrect assumption in a specification supplied or approved by you, including where a required calculation, condition, sign convention, rounding rule or edge case was not stated.
16.3 Custom Work is subject to the limitation of liability in Section 12, including the reduced cap in Section 12.3.
17.1 Free trial. BJF offers a free trial of fifteen (15) days so that you can evaluate the Software before you buy it. The trial is the opportunity to determine whether the Software meets your requirements, is compatible with your platform, broker and hardware, and behaves as you expect. This Agreement applies to the trial in the same way as to a purchased license, except that Section 15 (Support and Updates) applies only as BJF chooses to offer support during a trial.
17.2 Because a free trial is offered, Fees are non-refundable. All Fees are stated and payable in USD. Once a purchase is completed, no refund is given, whether for dissatisfaction with trading results, incompatibility that the trial would have revealed, a change of mind, or any other reason.
17.3 Section 17.2 does not exclude any right you have under mandatory law that cannot lawfully be excluded, including any statutory right you may have to a remedy where the Software does not conform to its description. Section 21 applies.
17.4 A refund granted under Section 17.3 or by BJF at its discretion is conditional on your ceasing all use of the Software and permitting deactivation of the License Key.
17.5 Initiating a chargeback or payment dispute without first contacting BJF and allowing a reasonable opportunity to resolve the matter is a material breach of this Agreement and entitles BJF to terminate all License Keys immediately.
18.1 This Agreement takes effect on acceptance and continues until terminated.
18.2 BJF may terminate this Agreement and revoke your License Keys immediately upon your material breach, including any breach of Section 4, 17.5 or 19.
18.3 You may terminate at any time by ceasing all use of the Software and deleting all copies.
18.4 On termination, all licenses granted end immediately; you must cease all use and delete all copies, and no refund is payable except as required by law.
18.5 Sections 4, 5, 8, 11, 12, 13, 14, 17, 18.4, 18.5, 20, 21, 22, 23 and 24 survive termination.
19.1 You represent that you are not located in, resident in, or acting on behalf of any person in a country or territory subject to comprehensive sanctions administered by Canada, the United States, the United Kingdom or the European Union, and that you are not a person designated on any applicable sanctions list.
19.2 You shall not export, re-export or make the Software available in breach of any applicable export control or sanctions law.
19.3 You represent that you have reached the age of majority under the law of your place of residence and are legally capable of entering into this Agreement, and that if you accept on behalf of an entity, you have authority to bind that entity.
20.1 Governing law. This Agreement, and any dispute arising out of or in connection with it or its subject matter (including non-contractual disputes), is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
20.2 Notice of dispute and good-faith negotiation. Before commencing arbitration or any proceeding, the claiming party shall send the other a written Notice of Dispute describing the claim, the facts relied on and the relief sought, to the address in Section 23. The parties shall attempt in good faith to resolve the dispute within thirty (30) days of that notice. This Section 20.2 does not apply to an application under Section 20.5.
20.3 Arbitration. Subject to Sections 20.4 and 20.5, any dispute arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach or termination, shall be finally resolved by arbitration:
(a) Seat and venue: Toronto, Ontario, Canada.
(b) Tribunal: a single arbitrator.
(c) Rules: the Arbitration Rules of the ADR Institute of Canada, Inc. (ADRIC) in force at the commencement of the arbitration.
(d) Language: English.
(e) Hearing: the arbitrator may conduct the proceeding by videoconference or on documents alone.
(f) Award: final and binding on the parties. Judgment on the award may be entered in, and enforcement sought from, any court of competent jurisdiction, and the parties acknowledge that the award is intended to be recognized and enforced under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958).
(g) Confidentiality: the existence of the arbitration, all submissions, all evidence and the award are confidential, except as required for enforcement or by law.
(h) Costs: the arbitrator may award costs, including reasonable legal fees, to the successful party.
(i) Interim relief: the arbitrator may grant interim measures; this does not limit Section 20.5.
(j) Individual basis: claims shall be arbitrated on an individual basis only, in accordance with Section 22.
20.4 Small claims exception. Where the total amount in dispute, exclusive of interest and costs, does not exceed CAD $10,000, either party may instead bring the claim in a small claims court or equivalent court of limited monetary jurisdiction, in the Province of Ontario or in the place of the defendant's residence or principal place of business. Arbitration under Section 20.3 is not required for such a claim.
20.5 Injunctive relief and intellectual property exception. Notwithstanding Sections 20.2, 20.3 and 20.4, BJF may apply to any court of competent jurisdiction, in any country, for interim, interlocutory, injunctive, seizure or other equitable relief, and for any related final relief, in respect of:
(a) any breach or threatened breach of Section 4 (Restrictions), including unauthorized copying, resale, sublicensing, distribution or public availability of the Software or any License Key;
(b) any breach or threatened breach of Section 4.2 or 4.3 (reverse engineering; circumvention of technological protection measures);
(c) any infringement or misappropriation of BJF's intellectual property or confidential information under Section 5.
You agree that a breach of the provisions listed in this Section 20.5 would cause BJF irreparable harm for which damages are an inadequate remedy, and you waive any requirement that BJF post security or give an undertaking as to damages, to the extent such a waiver is permitted by applicable law. Seeking relief under this Section 20.5 is not a waiver of Section 20.3.
20.6 Consumer rights. This Section 20 applies subject to Section 21. Nothing in Sections 20.2 to 20.5 deprives you of any right to bring proceedings in the courts of your place of residence, or of any other protection, that is conferred on you by mandatory consumer law that cannot lawfully be excluded.
20.7 Fallback jurisdiction. If Section 20.3 is held unenforceable in whole or in part in respect of a dispute, that dispute shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in the City of Toronto, and each party irrevocably attorns to that jurisdiction and waives any objection based on forum non conveniens, subject always to Sections 20.5 and 20.6.
21.1 If you acquire the Software as a consumer, nothing in this Agreement excludes, restricts or modifies any right, guarantee, warranty or remedy conferred on you by mandatory law of your place of residence that cannot lawfully be excluded, restricted or modified.
21.2 Where a provision of this Agreement is unenforceable against you under such mandatory law, it applies to the fullest extent permitted, and the remainder of this Agreement is unaffected.
21.3 If you acquire the Software or Custom Work for a business, trade, professional or investment purpose, you confirm that you do so as a business and not as a consumer, and consumer-protection provisions do not apply to you.
To the fullest extent permitted by applicable law, each party waives any right to bring or participate in a class, collective, consolidated or representative proceeding against the other, and waives any right to trial by jury. This Section does not apply where such a waiver is unenforceable under mandatory law applicable to you.
23.1 Notices to BJF must be sent to support@bjftradinggroup.com and, for formal legal notice, to 3397 Mistwell Cres., Oakville, Ontario, L6L0A2, Canada. Telephone: +1 905 599 5507.
23.2 Notices to you may be sent to the email address associated with your purchase and are deemed received on the day sent.
24.1 Entire agreement. This Agreement, together with your order confirmation and any separate written terms agreed for Custom Work, is the entire agreement between the parties and supersedes all prior representations, statements, marketing material, forum posts, chat messages and understandings. You confirm you have not relied on any representation not expressly set out in this Agreement.
24.2 Amendment. BJF may amend this Agreement for future purchases, renewals and updates by publishing a revised version. Continued use of the Software after notice of a revised version constitutes acceptance.
24.3 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or severed, and the remaining provisions continue in full force.
24.4 No waiver. BJF's failure or delay in enforcing any provision is not a waiver of it.
24.5 Assignment. You may not assign this Agreement. BJF may assign it to an affiliate or in connection with a reorganization or sale of business.
24.6 Force majeure. BJF is not liable for any failure or delay caused by events beyond its reasonable control, including broker outages, platform vendor actions, data-feed failures, internet or hosting failures, acts of government, or court or regulatory orders.
24.7 Independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.
24.8 Language. The English version of this Agreement governs. Any translation is provided for convenience only.
24.9 Headings. Headings are for convenience and do not affect interpretation.
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