End-User License Agreement ("License Agreement" or "EULA")

This End-User License Agreement (the License Agreement, EULA) is between Subscriber (“You” or “Subscriber”) and Boston eFX, LLC (“eFXdata” or “eFX”). This License Agreement governs Subscriber’s use of the Service, including any new releases, revisions, or upgrades. Additional terms and conditions may be applicable for subscriptions to other eFXdata products and/or services. BY CLICKING THE “ACCEPT” BUTTON BELOW, YOU EXPRESSLY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, THE TERMS OF SERVICE https://www.efxdata.com/static/html/terms.html OF EFXDATA AND THE EFXDATA PRIVACY POLICY https://www.efxdata.com/static/html/privacy.html EFXDATA IS WILLING TO MAKE THE SERVICE AVAILABLE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS, YOU WILL NOT BE GRANTED ACCESS TO THE SERVICE.

1. LICENSE

Subject to the terms and conditions of this EULA, the Terms of Service and the Privacy Policy, and conditioned on timely payment by Subscriber of all Subscription Fees, eFXdata hereby grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable license to access the Service solely for personal use for the Subscription Term.

1.1. PRE-ORDER SERVICE

eFXdata may from time to time offer certain Services on a pre-release or pre-order basis (“Pre-Order Service”). A Pre-Order Service refers to a subscription offering that is made available for purchase prior to the public launch or operational availability of the Service. Subscribers who purchase a Pre-Order Service acknowledge that the Service may not yet be live, operational, or publicly accessible at the time of purchase. Access to the Pre-Order Service will commence when the Service becomes operational or is otherwise made available by eFXdata.

Subscriber’s license to access and use the Service shall remain valid only for the duration of the Subscription Term and only while Subscriber remains in compliance with this License Agreement.

2. SUBSCRIPTION TERM, AUTOMATIC RENEWAL AND TERMINATION

2.1. The term of the license and Subscriber’s subscription will commence upon successful processing Subscriber’s payment of the applicable subscription fee and creation of a payment profile and will continue for the length of the subscription term (annual, quarterly, monthly) selected by Subscriber, or until a failed payment attempt, which leads to the deactivation of the account. The term shall renew automatically until the next billing period unless the subscription is cancelled by Subscriber using the “Billing” page within the terminal, or until cancelled by eFXdata. Upon termination, eFX will disable Subscriber’s access and deactivate Subscriber’s account, and Subscriber will discontinue all use of the Service.

2.2. eFXdata may suspend, terminate or otherwise deny Subscriber’s, access to or use of all or any part of the Service if: (a) eFXdata receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires eFXdata to do so; or (b) Subscriber fails to comply with, any of the terms of this License Agreement, the Terms of Service or the Privacy Policy or accesses or uses the Service beyond the scope of the rights granted or for an unauthorized purpose; (c) Subscriber is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities; or (d) this License Agreement expires or is terminated. This Section does not limit any of eFXdata’ other rights or remedies, whether at law or in equity.

2.3 Broker-Provided Accounts

In certain cases, access to the Service may be provided to Subscriber through a broker, financial institution, or other authorized partner of eFXdata (each, a “Partner”). In such cases, the Subscriber account may be created by eFXdata or the Partner on Subscriber’s behalf.
Where access to the Service is provided through a Partner:
(a) certain account information may be supplied by the Partner;
(b) billing and subscription management may be handled by the Partner rather than directly by eFXdata;
(c) access to the Service may be suspended or terminated if the Subscriber’s relationship with the Partner changes or terminates.

eFXdata shall not be responsible for any decisions made by a Partner regarding Subscriber eligibility, access rights, or subscription status related to such Partner-provided access.

3. SUBSCRIBER ACCOUNT, PAYMENT TERMS AND CONDITIONS

3.1. Subscriber must establish a “Subscriber Account” which shall include a personal login ID and password, and an associated method of payment. Subscriber is responsible for providing updated and accurate Subscriber Account information to eFXdata including, but not limited to the Subscriber’s correct name, billing address and e-mail.

3.2. Subscriber shall keep his/her personal login information confidential and shall not allow any other person to access the Service using Subscriber’s personal login ID.

3.3. Payment shall be due in advance and may be made by credit card or PayPal Account. eFXdata shall automatically charge Subscriber at the beginning of each term. In the event processing of Subscriber’s payment is unsuccessful for any reason, Subscriber’s license and subscription shall terminate immediately, subject to reinstatement upon Subscriber providing a valid method of payment.

3.4. Subscription fees are displayed at the time of purchase and are subject to change at any time. Information about the Service, subscription fee changes and new Service content will be published on https://plus.efxdata.com.

3.5. Subscription fees and all other fees and amounts payable by Subscriber are exclusive of taxes and similar assessments. Subscriber is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Subscriber hereunder, other than any income taxes payable by eFXdata.

3.6. Subscription fees are non-refundable except in the event Subscriber upgrades or downgrades his subscription, in which case eFX shall refund a pro-rata portion of the remaining monthly subscription term. The full payment of the new subscription rate is the requirement for any pro-rata refund. Early cancelations will not result in a refund, however, Subscriber will be able to use the service until the end of the subscription period.

The following additional terms apply to Subscribers who pay by credit card. (a) The credit card number is stored by eFXdata’ payment processing provider in order to charge for recurring payment for the Service. For security reasons, only the credit card information identified in subsection (b) is stored at eFXdata and all payment information entered is transferred via encrypted channels. (c) eFXdata maintains records of all credit card transactions, including the card type, last four digits of the card, expiration date, billing name, street, city, state, country and postal code, phone number, as applicable.

3.8. For Subscribers who pay by PayPal, the PayPal account email address, name/business name, payer id, country, PayPal status (verified/unverified), as applicable, are stored by eFXdata in order to charge for recurring payment for the Service. For security reasons, all payment information entered is transferred via encrypted channels.

3.9. PRE-ORDER SUBSCRIPTIONS
eFXdata may offer subscription plans that allow Subscribers to place a pre-order for Services that are not yet publicly available. Such Pre-Order subscriptions may be offered for defined periods, including but not limited to one (1) month or three (3) months. By purchasing a Pre-Order subscription, Subscriber acknowledges and agrees that the Service is not yet live or publicly accessible and that the subscription represents an advance purchase of access to the Service upon its release.

3.10. TDUX COIN GRANT
Subscribers who purchase a Pre-Order subscription may receive a grant of TDUX coins (“TDUX”), which are off-chain digital units issued by Cuneus Data Lab Inc, a Canada bases company. TDUX coins are for promotional, loyalty, or ecosystem purposes. TDUX coins are not a cryptocurrency, are not issued on any public blockchain, and do not represent currency, legal tender, securities, commodities, or any ownership interest in eFXdata. As an off-chain digital unit, TDUX coins have no guaranteed monetary value and may only be used within the ecosystem, platform, or services designated by eFXdata, if and when such functionality becomes available.

3.11. NO REFUNDS FOR PRE-ORDER SUBSCRIPTIONS
All purchases of Pre-Order subscriptions are final and non-refundable when TDUX coins are granted in the Pre-Order process. Subscriber acknowledges and agrees that the grant of TDUX coins constitutes sufficient promotional consideration associated with the Pre-Order purchase. Accordingly, Subscribers who purchase a Pre-Order subscription shall not be entitled to request, receive, or claim any refund, chargeback, or reimbursement for such Pre-Order subscription, regardless of whether the Service becomes available earlier or later than anticipated, except where such refund is required by applicable law.

3.12. NATURE OF TDUX
At the time of this EULA release, TDUX coins are provided solely as promotional digital units and do not constitute cryptocurrency, legal tender, securities, commodities, or any ownership, equity, or governance interest in eFXdata. TDUX coins are not issued on a public blockchain and have no guaranteed monetary value. TDUX coins may only be used within the ecosystem, platform, or services designated by eFXdata, if and when such functionality becomes available. eFXdata makes no representations or warranties regarding the future utility, transferability, exchangeability, or value of TDUX and reserves the sole and absolute discretion to modify, suspend, limit, or discontinue the issuance or use of TDUX at any time.

3.13. NO INVESTMENT EXPECTATION
Subscriber acknowledges that TDUX coins are provided solely as promotional digital units and are not offered or intended as an investment product. Subscriber further acknowledges that TDUX coins should not be purchased, acquired, or received with any expectation of profit, appreciation, financial return, or participation in the future success of eFXdata. The purchase of a Pre-Order subscription is solely for the purpose of obtaining future access to the Service and any promotional benefits provided by eFXdata.

4. LICENSE RESTRICTIONS AND SUBSCRIBER OBLIGATIONS

4.1. The Service and all intellectual property rights therein are the exclusive property of eFXdata and the other sources of the information included in the Service, and all rights in and related to the Service are reserved, unless explicitly granted. SUBSCRIBER EXPLICITLY AGREES NOT TO REPRODUCE, RETRANSMIT, DISSEMINATE, SELL, DISTRIBUTE, PUBLISH, BROADCAST, CIRCULATE OR OTHERWISE DISTRIBUTE THE SERVICE, OR ANY OF THE INFORMATION CONTAINED THEREIN, IN ANY MANNER OR FOR ANY PURPOSES (PERSONAL OR BUSINESS) WITHOUT WRITTEN CONSENT FROM EFXDATA. SUBSCRIBER FURTHER AGREES NOT TO USE THE SERVICE FOR ANY UNLAWFUL PURPOSE AND AGREES TO COMPLY WITH ANY ADDITIONAL RESTRICTIONS IMPOSED BY EFXDATA TO PROTECT THE RESPECTIVE RIGHTS OF EFXDATA AND/OR THE PERSONS OR ENTITIES THAT ARE THE SOURCES OF INFORMATION INCLUDED IN THE SERVICES.

4.2. Subscriber shall not adapt, alter, publicly display, publicly perform, translate, embed into any other product or service or otherwise create derivative works of, or otherwise modify the Service or any of the material included in the Service.

4.3. Subscriber shall not sublicense, lease, rent, loan, transfer, distribute, or otherwise make the Service available to any third party, including other employees or affiliates of Subscriber’s organization, without the prior written consent of eFXdata.

4.4. Promotional trials, whether free or discounted, are limited to one per person and may only be applied for a single trial period. Any Subscriber discovered to have accessed the Service at a promotional rate for a period beyond the authorized term will be prohibited from accessing the Service until the Subscriber makes payment for the period of unauthorized use.

4.5. Subscriber acknowledges that the Service is of an extremely confidential nature, and Subscriber agrees to receive, use, hold and maintain it as a confidential, proprietary, trade secret and product of eFXdata. Subscriber shall not, without the prior express written consent of eFXdata, cause or permit disclosure of all or any portion of the material included in the Service to any person or entity. Subscriber shall take all reasonable steps to safeguard access to the Service to ensure that no unauthorized copy, in whole or in part, in any form, is made or distributed or otherwise given to any unauthorized persons.

4.6. Subscriber shall not damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm the Service in any manner.

4.7. Subscriber shall not access or use the Service in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of any data included in the Service.

4.8. Subscriber shall not access or use the Service for purposes of competitive analysis, or to aid in the development, provision or use of a competing service or product or for any other purpose that is to the detriment or commercial disadvantage of eFXdata.

4.9. Scripted or automated access to the Service is prohibited unless agreed upon in writing with eFXdata in advance.

4.10. eFXdata reserves the right to suspend accounts exhibiting unusual, excessive, or automated login activity indicative of unauthorized account sharing or automated access. In the event of such a suspension, Subscriber shall have 48 hours after receiving notice of the suspension to provide satisfactory explanation for the increased login rate. Failure to do so will result in termination of the Service without refund.

4.11. Prohibition on Algorithmic Trading and Data Model Development
Subscriber shall not use the Service, or any data, information, or materials obtained through the Service, for the purpose of developing, testing, training, or operating algorithmic trading systems, automated trading strategies, artificial intelligence models, machine learning systems, financial signal services, or any similar technology without the prior written consent of eFXdata.

5. DISCLAIMER OF WARRANTIES

5.1. THE SERVICE IS PROVIDED “AS IS,” AND ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, ACCURACY OR COMPLETENESS, SATISFACTORY QUALITY, AND QUIET ENJOYMENT, OR OTHER WARRANTIES OR CONDITIONS ARISING BY STATUTE, OPERATION OR LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE ARE HEREBY DISCLAIMED TO THE FULL EXTENT PERMITTED BY LAW.

5.2. EFX DOES NOT WARRANT THAT USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICE DOES NOT CONTAIN VIRUSES.

5.3. Information available on the Service accessed is obtained from various sources, including mainly bank sell-side research. The Service may be subject to certain requirements and/or restrictions imposed by those sources. Subscriber acknowledges and agrees that eFXdata may vary the data format of the Service from time to time and may, in its absolute discretion add, delete or modify information included in the Service including based on the request of or restrictions imposed by any source of information.

5.4. eFX data, including but not limited to orders, forecasts, quants, ToTws, and performance are based on views, models, trade ideas, and forecasts expressed in banks' sell side research. eFXplus reserves the option to optimize orders with regard to their actionable entries, closings, targets and/or stops.

5.5. These warranty disclaimers are a fundamental element of the basis of the bargain between Subscriber and eFXdata. eFXdata would not provide the Service absent such disclaimer of warranties.

5.6. No Investment Advice
The Service provides access to financial market data, research summaries, and analytics tools for informational purposes only. Nothing contained in the Service constitutes investment advice, financial advice, trading advice, or a recommendation to buy or sell any financial instrument. Subscriber acknowledges that all trading and investment decisions are made independently and at Subscriber’s sole risk.

6. LIMITATION OF LIABILITY

IN NO EVENT SHALL EFXDATA, ITS AFFILIATES, LICENSORS, INFORMATION PROVIDERS, SERVICE PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR INTERRUPTION OF BUSINESS, LOSS OF DATA, LOSS OF PROFITS, LOSS OF GOODWILL, OR LOSSES ARISING FROM TRADING OR INVESTMENT ACTIVITIES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF EFXDATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EFXDATA SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, OR CLAIMS ARISING FROM OR RELATED TO:

1. SUBSCRIBER’S USE OF OR RELIANCE UPON THE SERVICE OR ANY INFORMATION OR CONTENT MADE AVAILABLE THROUGH THE SERVICE;
2. ANY ERRORS, OMISSIONS, INACCURACIES, OR DELAYS IN THE INFORMATION PROVIDED THROUGH THE SERVICE;
3. ANY INTERRUPTION, SUSPENSION, OR TERMINATION OF ACCESS TO THE SERVICE;
4. ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICE OR SUBSCRIBER ACCOUNT; OR
5. ANY DECISIONS MADE OR ACTIONS TAKEN BY SUBSCRIBER BASED ON INFORMATION OBTAINED THROUGH THE SERVICE.

SUBSCRIBER ACKNOWLEDGES THAT THE SERVICE PROVIDES ACCESS TO FINANCIAL MARKET INFORMATION AND ANALYTICS TOOLS AND THAT ALL TRADING AND INVESTMENT DECISIONS ARE MADE SOLELY AT SUBSCRIBER’S OWN RISK AND RESPONSIBILITY.

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ANY REMEDY PROVIDED UNDER THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE AND SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS LICENSE AGREEMENT.

7. SUBSCRIBER INDEMNITY

Subscriber shall indemnify eFXdata and any and all sources of information included in the Service against any claims arising from or relating to Subscriber’s use of the Service or any information included in the Service.

8. INJUNCTIVE RELIEF

Subscriber acknowledges and agrees that Service contains valuable trade secrets, confidential information and proprietary information of eFXdata. Subscriber further acknowledges that any actual or threatened breach or violation of Section 4 of this EULA will constitute immediate, irreparable harm to eFXdata for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for any such breach or violation.

9. GENERAL

9.1. The provisions of Sections 4 through 8, and any other provisions that by their nature should survive termination, including but not limited to intellectual property protections, confidentiality obligations, limitations of liability, and indemnification, shall survive the expiration or termination of this License Agreement.

9.2. Subscriber acknowledges and agrees that the Product may contain cryptographic functionality the export of which is restricted under applicable export control law. Subscriber will use the Service only in accordance with all applicable laws and regulations.

9.3. This License Agreement shall be governed by the laws of the United States of America and the Commonwealth of Massachusetts, without giving effect to any conflicts of law principles that may require the application of the laws of a different country or state.

9.4. In the event that eFXdata prevails in any legal suit, action or proceeding against Subscriber to enforce this License Agreement or any of the covenants contained herein, or obtain any other remedy in respect of any breach of this License Agreement, eFXdata shall be entitled to recover from Subscriber, in addition to all other damages to which it may be entitled, the costs incurred by eFXdata in conducting the suit, action or proceeding, including attorneys' fees, expenses and court costs.

9.5. In no event will eFXdata be liable or responsible, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond eFXdata’ reasonable control (a "Force Majeure Event"), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.

9.6. To the extent any of the terms of this License Agreement contradict any of the provisions of the eFXdata Terms of Service or Privacy Policy, the terms of this License Agreement shall take precedence.

9.7. In the case of any modifications of this License Agreement, Subscriber will be required to accept the new license agreement to maintain their account as active. A decline of the new license agreement will lead to the termination of the payment profile and cancellation of the subscription at the end of the then-current payment cycle.

9.8. Severability
If any provision of this License Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be interpreted to best reflect the original intent of the parties.

Last Updated: 12 March MMXXVI