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Terms and Conditions

Cypher Pros Ventures, LLC

These Terms and Conditions (the "Agreement") is entered into as of the date of first purchase or account creation whichever is earlier, by and between Cypher Pros Ventures, LLC, a Wyoming limited liability company ("Cypher"), and you ("Customer" or "You") (collectively, the "Parties" and individually, a "Party").

1. Licensed Materials & Support

Cypher develops and licenses software algorithms for retail investors as well as provides upgrades, revisions, fixes, updates or enhancements to the algorithms, documentation related to those algorithms, and certain informational resources that investors may choose to implement and use at their discretion (collectively, the "Licensed Materials"). Algorithmic trading, also referred to as "automated trading" or "algo-trading," involves using computer programs to execute trades based on a predetermined set of instructions (algorithms).

Within five (5) business days from the signing of an Order Form, Cypher shall electronically deliver the Licensed Materials to Customer. All Licensed Materials will be sent to Customer's designated e-mail address as specified in an Order Form. Customer is responsible for installation of the Licensed Materials.

Cypher will provide general e-mail support for the Licensed Materials during the hours of 9:00 AM – 5:00 PM Mountain Time (MT) excluding federal, state, and local holidays. Cypher will endeavor to provide a response to all support requests by 5:00 PM MT the following business day after such support request was received but cannot guarantee response time or that your issue will be resolved.

2. License

Subject to your continued compliance with the terms of this Agreement and payment of all fees, Cypher hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, terminable license to download and use the Licensed Materials during the Term (as defined below).

You grant Cypher a world-wide, non-exclusive, sublicensable, royalty-free, transferable, limited license to use, modify, host, store, remove, publish, perform, reproduce, transmit, or display any content or information that you submit during the Term of this Agreement in order to facilitate the display and use of the Licensed Materials.

3. User Conduct and Content

You are solely responsible for all forms of content, information, and data that you post on or through the Licensed Materials or otherwise transmit to or share with other users (collectively, the "User Content"). As a specific condition of your use of any of the Licensed Materials, you explicitly agree not to:

4. Relationship of the Parties

This engagement does not confer any rights upon other individuals or entities, including equity holders, directors, employees, agents, or creditors of Customer, against Cypher or its affiliates. Cypher operates as an independent contractor and is not an employee, agent, representative, joint venturer, fiduciary, or partner of Customer for any purpose.

5. Term of Agreement

This Agreement shall commence as of the date you first use the Licensed Materials, create an account or make payment for the Licensed Materials, whichever is earliest, and, unless earlier terminated pursuant to Section 6 below, will continue until the end of the Term set forth in the Order Form (the "Initial Term"). At the end of the Initial Term, this Agreement will automatically renew for consecutive one (1) month terms (each a "Renewal Term") unless either party notifies the other of non-renewal at least thirty (30) days prior to the end of the applicable Term.

6. Termination; Suspension

Upon termination of this Agreement, all rights and obligations of the Parties will cease, except those that survive the termination of this Agreement. Either Party may immediately terminate this Agreement for cause, upon written notice to the other Party. "Cause" includes (i) willful misconduct that materially affects the other party; or (ii) a material breach of this Agreement that is not cured within 30 days of written notice.

If Cypher believes Customer is abusing the Licensed Materials in any way, Cypher may, in its sole discretion and without limiting other remedies take any action it deems reasonably necessary, including suspension and/or termination. In such event you will not be entitled to a refund of any amounts that you have already paid to Cypher.

7. Effects of Termination

Immediately upon termination of this Agreement for any reason whatsoever: (a) the license to use the Licensed Materials will be immediately revoked; (b) Customer will forthwith destroy or return to Cypher all Licensed Materials, Materials and Confidential Information; (c) Customer will pay to Cypher any unpaid amounts owing to Cypher; and (d) no refund will be payable in respect of any Fees or other amounts paid hereunder.

8. Compensation and Taxes

Fees.As consideration for the Licensed Materials provided by Cypher, Customer agrees to pay Cypher the fees at the price specified in the Order Form ("Fees"), due upon execution of this Agreement. All sales are final and non-refundable.

Payment Terms. Payment of the Fees is due and payable monthly, unless otherwise set forth in the applicable Order Form. All amounts past due shall bear interest at the rate of ten (10%) percent per annum, or the highest rate permitted by applicable law, whichever is less. All Fees are payable in advance. Amounts paid to Cypher are non-refundable.

Consequences of Non-payment.If Customer fails to make any required payment within fourteen (14) days after the due date, Cypher may suspend the provision of the Licensed Materials until such payment is made and, if payment is not made within thirty (30) days after the due date, Cypher may elect to terminate this Agreement for Customer's material breach.

9. Third Party Software and Licensed Materials

You understand that the Licensed Materials are designed to interact with and be used in conjunction with programs, applications, and software developed by third parties (collectively, "Third-Party Materials"). You use the Licensed Materials in connection with any Third-Party Materials, at your sole risk. Cypher will not have any liability to you for the actions of any third party or Customer's use of Third-Party Materials.

10. Transactions

Transactions, once executed, are final and irrevocable. You will indemnify Cypher from and against any and all claims, demands, losses, liabilities or expenses resulting directly or indirectly from Cypher's compliance with any request by You after you have entered into the transaction.

11. Representations and Warranties

Customer represents and warrants to Cypher that it is authorized to enter into and perform its obligations under this Agreement; This Agreement will not cause or require Customer to breach any obligations or agreements with third parties; Customer will provide necessary information promptly and comply with all applicable laws.

12. Financial Disclaimers

Cypher is not a tax advisor, broker, financial advisor or investment advisor. The Licensed Materials are not intended to provide tax, legal, financial, or investment advice, and nothing on the Licensed Materials should be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any financial product.

Trading can result in immediate and substantial losses of the capital invested. You should only invest risk capital, and not capital required for other purposes. You alone are solely responsible for determining whether any investment, trade, or strategy is appropriate or suitable for you.

13. No Guarantee of Results

Cypher does not guarantee that use of its Licensed Materials will result in any trading profit, or any profit whatsoever. No information posted on the Licensed Materials is intended as investment, trading, tax or legal advice.

14. Risk Acknowledgment

Customer recognizes that trading securities is extremely risky and may result in partial or total loss of Customer's invested capital. Customer is solely responsible for understanding the risks associated with trading, independent of any information posted by Cypher.

15. Intellectual Property Rights

Cypher, or its licensors, own and retain, solely and exclusively, all rights, title, and interest in and to the Licensed Materials, the trademarks, trade names, logos, corporate names, domain names, and any other proprietary designations and intellectual property rights.

16. Confidential Information

The receiving Party agrees to maintain the Confidential Information of the other Party as confidential using at least the same degree of care that it uses to protect its own confidential information, but no less than a reasonable degree of care.

17. Limited Warranty; Disclaimer

ALL LICENSED MATERIALS ARE PROVIDED STRICTLY "AS IS". CYPHER MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.

18. Limitations of Liability

IN NO EVENT SHALL CYPHER OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

19. Indemnification

Customer shall indemnify, defend, and hold harmless Cypher and its affiliates, directors, officers, employees, and agents from and against any and all damages, losses, settlements, judgments, and expenses arising out of or relating to Customer's use of the Licensed Materials.

20. Assumption of Risk; Release of Claims

Customer assumes all risks associated with the use of the Licensed Materials. Any trade made using tools provided as part of the Licensed Materials is done so at Customer's own risk.

21. Arbitration

ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND CYPHER SHALL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION EXCEPT AS SET FORTH IN THIS AGREEMENT.

22. Class Action/Jury Trial Waiver

YOU AND CYPHER AGREE THAT ANY CLAIMS AGAINST THE OTHER MUST BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

23. Consent to Electronic Communications

By using the Licensed Materials, you consent to receiving certain electronic communications from us as further described in our Privacy Policy.

24. Force Majeure

Neither Party shall be responsible for any failure to comply with this Agreement (other than an obligation to pay) when such failure is due to the occurrence of a force majeure event.

25. Non-Solicitation

During the term of this Agreement and for twelve (12) months thereafter, Customer shall not, directly or indirectly, solicit or recruit any employee or independent contractor of Cypher to terminate their employment or arrangement with Cypher.

26. Marketing

Customer hereby grants permission for Cypher to reference and use Customer's name and trademarks, and to use general non-confidential information regarding the engagement for Cypher's promotional purposes.

27. Notices

All notices and other communications between the parties relating to this Agreement must be in writing. Notices to Cypher must be sent via e-mail to support@cypherpros.com or via mail to: Cypher Pros Ventures, LLC, 25 SE 2nd Ave Ste 550 #651, Miami, FL 33131.

28. Modification

Cypher reserves the right to change, amend, modify, or update these terms and conditions at any time. We will notify you of material changes by posting the amended terms prior to the effective date of the changes.

29. Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary.

30. Waiver

No waiver of any provision of this Agreement, and no waiver of any breach, by a Party shall be effective unless it is a written waiver signed by both Parties.

31. Entire Agreement; Interpretation

This Agreement (including the Order Form), together with Cypher's Privacy Policy and any supplementary agreements or terms, comprises the entire agreement between you and Cypher.

32. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of Wyoming, without giving effect to any conflict of laws rules or provisions.