Software Terms & Conditions
Emoji Limited, 2 Ellington House, 5 Foxglove Drive, Maidenhead, SL6 2JZ, UK.
Please read these Terms & Conditions (“Agreement”) carefully. This agreement is made between Emoji Limited (“Company”) and any person (“User”) who completes the registration process and installs Emoji Software on the User’s computer (or computers). (“Vendor”) refers to any third party Brokerage firm or Data Service. (“Security”) refers to any asset that is traded with User’s Broker. This includes but is not limited to: stocks, futures contracts, single stock futures, options, futures options, forex (cash), mutual funds, CFDs (Contract for Difference), bonds, commodities and precious metals. The software/service (“Software”) refers to the Emoji software applications, its interactions with any electronic trading software platforms installed on the User’s computer and the trading platform’s connectivity to data services and/or third party Brokerage Firms.
BY DOWNLADING EMOJI SOFTWARE FROM THE DOWNLOAD LINKS PROVIDED BY EMOJI AND SUBSEQUENTLY INSTALLING THE SOFTWARE THE SOFTWARE USER EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY USER. THIS AGREEMENT IS APPLICABLE FOR ALL VERSIONS OF THE SOFTWARE/SERVICE INCLUDING BETA/PRE-RELEASE VERSIONS AND UNOFFICIALLY RELEASED VERSIONS. COMPANY RESERVES THE RIGHT TO MAKE CHANGES TO THIS AGREEMENT AT ITS SOLE DISCRETION AND WILL POST THESE UPDATES ON COMPANY’S WEBSITE. USER MAY REFUSE SAID AMENDMENTS SOLELY BY REQUESTING TERMINATION OF ACCESS TO THE SOFTWARE/SERVICE.
1. Terms of Service
a. Software License. As long as User complies with the terms of this agreement, Company grants User a non-exclusive, non-transferable License to use Software. Once granted, this License may not be shared, lent, transferred, sold or rented to any other person or entity. This License permits User to install the Software on more than one computer system, as long as the Software will not be used simultaneously on more than the quantity of licensed computer systems.
b. Validation of License. Internet access is required for Software to validate User’s License on startup of Software. User will grant Software Internet access on startup to complete validation procedure. Failure to do so will disable the software.
c. Use of Vendors. User is aware that the Software interacts with Vendor software/services (Trading Platforms, Data Services and Brokerage Firms). User shall abide by all Vendors’ individual terms and conditions, if applicable. Company does not guarantee future accessibility to or compatibility with any specific Vendor and may remove connectivity to and support forVendors as necessary.
d. Availability and Functionality of Software. Company does not guarantee that Software will be accessible or operable at all times. Company is not responsible, directly or indirectly, for the performance and/or reliability of User’s computer system, User’s Internet connection or Vendor’s systems or loss of potential profits/losses due to interrupted trades or inability to trade. Company cannot guarantee all functionality will be supported indefinitely or available in future versions of the Software if unforeseen circumstances arise.
e. No Modifications. User will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of Software or any part thereof.
f. Security of User’s System. User shall be solely responsible for the security, confidentiality and integrity of all messages and the content that User receives, transmits through or stores via the Software/Service or on any computer or related equipment that is used to access the Software/Service. User shall be solely responsible for any authorized or unauthorized access to User’s account by any person, entity, partnership, organization, association or otherwise.
a. Free Trial. If the User’s chosen Software is advertised with a free trial period, Company automatically grants User one (and only one) free trial of the Software commencing when User completes the registration process on Company’s website. If User has not entered into a paid subscription by the end of the free trial period, the Software will automatically be disabled.
User is entitled to one free trial only regardless of the number of machines or accounts the user creates. User shall not attempt to deceive Company by creating more than one account or accessing the software from multiple locations in an attempt to get more than one free trial. Any User identified as trying to obtain more than one free trial through any means may be prevented from accessing Company’s website.
b. Automatic Renewal & Subscription Cancellation. Software subscriptions will automatically renew and bill User’s provided payment method on a billing cycle commencing the day User completes the purchase of this subscription. It is User’s responsibility to cancel this subscription at least 2 days in advance of the cycle renewal date using the facilities provided within the My Account area of the Emoji website or by sending an email to email@example.com
c. Upgrades. During the term of the license User shall be entitled to Software/Service upgrades as provided in the sole discretion of Company. User’s entitlement to upgrades shall be limited to the specific variant of the Software/Service for which the User is licensed. For instance, if User subscribes to variant A of the Software/Service that is compatible with trading platform A, User shall be entitled only to variant A upgrades and so forth. Software/Service editions relate to the service level of Software/Service and shall not be confused with release version number(s).
3. User Representation
User warrants and represents that User is a natural person, and that User is at least 18 years of age and competent to enter into this Agreement. If User is not a natural person, User warrants and represents that User is duly organized and competent to do business under the applicable laws of the relevant jurisdiction, and User (and each person using the System on your behalf) is duly authorized to enter into this Agreement and take all actions contemplated hereby.
Without prejudice to any other rights, Company may terminate this agreement if User fails to comply with the terms and conditions of this agreement. In such event, User must destroy all copies of the Software in User’s possession.
All title, including but not limited to copyrights, in and to the Software and any copies thereof are owned by Company or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This agreement grants User no rights to use such content. All rights not expressly granted are reserved by Company.
6. No Warranties
Company expressly disclaims any warranty for the Software. The Software is provided ‘As Is’ without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, non-infringement, or fitness of a particular purpose. Company does not warrant that the Software will be uninterrupted or error free. Company does not make any warranty as to any results that may be obtained by use of the Software. Company does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the Software. Company makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. Company further expressly disclaims any warranty or representation to Authorized Users or to any third party. Company is not responsible directly or indirectly for User’s Security order, purchase and sale actions. User acknowledges that there is risk in trading securities and that assets may be lost and are not insured.
7. Limitation of Liability
In no event shall Company be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) rising out of User’s use of or inability to use the Software, even if Company has been advised of the possibility of such damages. In no event will Company be liable for loss of data or for indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise. Company shall have no liability with respect to the content of the Software or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information. In no event shall Company’s total liability for any damages exceed the total fees paid for by User to Company hereunder. Company is not responsible directly or indirectly for compliance or lack thereof by an Vendor (Brokerage Firm or Data Service) with respect to any applicable laws and regulations including, but not limited to those laws regarding or pertaining to the trading of securities.
User agrees to indemnify, hold harmless and defend Company, its shareholders, directors, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and legal fees, asserted by any person, entity, partnership, organization, association or otherwise, arising out of or relating to: (a) this Agreement, (b) User’s use of the Software/Service, including any data or work transmitted or received by User, and (c) any unacceptable use of the Software/Service, including, without limitation, any statement, data or content made, transmitted or republished by User which is prohibited as unacceptable.
9. Description of Other Rights and Limitations
a. Maintenance of Copyright Notices. You must not remove or alter any copyright notices on any and all copies of Software.
b. Distribution. User may not distribute registered copies of the Software to third parties.
c. Prohibition on Reverse Engineering, Decompilation, and Disassembly. User may not reverse engineer, decompile, or disassemble Software. User agrees not to attempt, and if User is a corporation, User will use their best efforts to prevent User’s employees and contractors from attempting to reverse compile, modify, translate or disassemble the Software in whole or in part. Any failure to comply with the above or any other terms and conditions contained herein will result in the automatic termination of this license and the reversion of the rights granted hereunder to Company.
d. Support Services. Company may provide you with support services related to the Software (“Support Services”). Any supplemental software code provided to you as part of the Support Services shall be considered part of the Software and subject to the terms and conditions of this agreement.
e. Compliance with Applicable Laws. You must comply with all applicable laws regarding use of the Software.
f. Severability/Partial Invalidity. If any provision of this Agreement is determined to be illegal or unenforceable, then such provision shall be enforced to the maximum extent possible and the other provisions shall remain fully effective and enforceable. Should any term or provision hereof be deemed invalid, void or enforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect.
g. Governing Law/Dispute Resolution. English law shall apply to this agreementand the parties agree to submit to the exclusive jurisdiction of the English courts.
h. Assignment by Company. Company is allowed at its sole discretion to assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice.
Last updated 8 July, 2019.
Training Course Terms & Conditions
Emoji Limited, 2 Ellington House, 5 Foxglove Drive, Maidenhead, SL6 2JZ, UK.
These Terms of Business (“Terms”) govern the relationship between the Delegate and the Company. By submitting the Booking Form the Delegate has agreed to be bound by these Terms:
- In these Terms:
- “CONTRACT” means the contract for the provision of the Course, comprising the Agreement and Booking Form and these Terms.
- “COMPANY” means Emoji Limited. of 2 Ellington House, 5 Foxglove Drive, Maidenhead, SL6 2JZ, Company Number 07186847 Registered in England and Wales.
- “CONTRACTING PARTY” means the individual or organisation named on the Booking Form as being responsible for payment of Course Fees.
- “COURSE” means the service to be provided by the Company for the Delegate and referred to by course title or course reference code in the Booking Form and more particularly described in the Published Literature.
- “COURSE FEES” means the price of the Course and any other expenses and incidentals as set out in the Published Literature from time to time.
- “COURSE MATERIALS” means any Documents, vouchers or other materials, and any data or other information provided by the Company relating to the Course.
- “DOCUMENT” includes, in addition to a document in writing, any plan, design, drawing, picture or other image, or any other record of any information in any form.
- “PUBLISHED LITERATURE” means the Company’s website, brochures and other information documents containing details of the Company, Courses being offered and any other information that may be relevant to Delegates and prospective Delegates from time to time.
- “BOOKING FORM” means the booking form completed by the Delegate via the Company’s website.
- “DELEGATE” means the person named on the Booking Form or in other communication from the Contracting Party, submitted to the Company for whom the Company has agreed to provide the Course in accordance with these Terms.
- The headings in these Terms are for convenience only and shall not affect their interpretation
- Where the Contracting Party is not the Delegate, the Contracting Party will ensure that the Delegate complies with any obligations in these Terms that are specific to the Delegate
- In these Terms:
- Supply of the Course
- The Company shall provide the Course to the Delegate subject to these Terms. Any changes or additions to the Course or these Terms must be agreed in writing by the Company and the Contracting Party.
- The Course shall be provided in accordance with Published Literature relating to the Course from time to time, subject to these Terms.
- Further details about the Course, and advice or recommendations about its provision, which are not given in the Promotional Literature, may be made available on written request.
- The Company may correct any typographical or other errors or omissions in any Promotional Literature, quotation or other document relating to the provision of the Course without any liability to the Contracting Party.
- The Company may at any time without notifying the Delegate or the Contracting Party (if different) make any changes to the Course which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Course.
- Please note that filming and photography may take place during the Course. This media may be used by the Company and its affiliate organisations for both security and promotional reasons. By attending the Course you hereby acknowledge and consent to such recordings being made. Please note that we are entitled to make full use of any film and/or recording and/or written Delegate feedback in all current and future media worldwide without any liability or payment to you. If you have any issues or concerns regarding this, please speak to a representative of the Company on the first day of the Course to discuss further.
- Fees and Charges
- The Contracting Party shall pay the Course Fees as to 100% on submission of the Booking Form.
- The Company is not obliged to hold a place for a Delegate on a particular Course where the Contracting Party has not paid any sums due by the times for payment set out in Clause 3.1.
- The Company shall be entitled to invoice the Contracting Party immediately following completion of the Course for expenses or charges (if any) incurred by the Delegate which are not part of the Course Fees.
- The Company reserves the right to refuse the Delegate admission to the specific Course booked where all Course Fees have not been paid in full by the times set out in this Clause.
- If the Delegate attends any part of the Course then the Course Fees in full shall be due and payable and no refunds shall be payable except as specifically set out herein.
- Rights in Course Materials
- The property and any copyright or other intellectual property rights in any Course Materials shall belong to the Company, subject only to the right of the Delegate to use the Course Materials for the purposes of the Course and for the Delegate own personal use and information.
- The Delegate and Contracting Party (if different) shall not be entitled to copy or republish the Course Materials or any part thereof without the express permission of the Company.
- The Contracting Party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the Company, except as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. The Contracting Party shall not use the Company’s confidential information for any purpose other than to perform its obligations under this Contract.
- Training Facilities
- The Course Fees include provision of and the Delegate’s access to Training Facilities for the duration of the Course more details of which are available in the Company’s published literature or on request. Delegates will be required to abide by the rules laid down by the Company and Training Facility provider from time to time in relation to the Training Facilities. The Company reserves the right to exclude any Delegate from the Course in the event that the Delegate shall seriously breach such rules in any manner that may compromise the safety or quiet enjoyment of other Delegates or occupiers. In such circumstances no refunds of course fees shall be made.
- Warranties and Liability
- The Company warrants to the Contracting Party that the Course will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Booking Form and other published literature and at the time or times referred to in the Booking Form.
- Except in respect of death or personal injury caused by the Company’s negligence, or as expressly provided in these Terms, the Company shall not be liable to the Contracting Party by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Company, its servants or agents or otherwise) which arise out of or in connection with the provision of the Course or its attendance by the Delegate, and the entire liability of the Company under or in connection with the Contract shall not exceed the amount of the Course Fees, except as expressly provided in these Terms.
- The Company shall not be liable to the Contracting Party or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Course, if the delay or failure was due to any cause beyond the Company’s reasonable control.
- The Delegate shall be deemed to have satisfied him/herself that the Course described in Published Literature accords with the Delegate’s requirements. Subject to Clause 2.5 above the content of the Course is limited to those matters and subjects as are specifically set out in the Published Literature or other information that may be supplied to the Student by the Company in relation to the Course.
- The Company warrants that the Course is structured for and contains the appropriate information to achieve the specific standards or qualifications as are specifically described in the Published Literature (or as amended in accordance with Clause 2.5) in relation to the Course but the Company does not warrant that such standards or qualifications will be achieved by any Student.
- Cancellation, Rescheduling and Refunds
- At any time up to one month prior to the commencement date of the Course for which a Delegate is registered the Contracting Party shall be entitled to reschedule without penalty to a future course, subject to availability. The Contracting Party shall not be entitled to reschedule to any course commencing more than 12 months after the commencement date of the Course for which the Contracting Party originally registered. All further reschedules for the same course will carry an administration fee of $500 and must be communicated at least one month prior to course commencement.
- If a Delegate or Contracting Party (if different) wishes to reschedule less than one month prior to the commencement of the Course for which the Student is registered then that will be considered a cancellation as per 7.4.
- At any time up to one month prior to the commencement date of the Course for which a Student is registered the Contracting Party shall be entitled to cancel that booking subject only to the Company’s right to charge a maximum of 50% of the Course Fees paid by the Contracting Party to the Company for the Course in respect of administration costs plus the cost of any Course Materials already supplied by the Company to the Delegate.
- If the Contracting Party wishes to cancel less than one month prior to the commencement date for the Course for which the Delegate is registered then all Course Fees already paid by the Contracting Party shall be forfeited and any Course Fees which were due but unpaid at the date of cancellation shall remain due and payable.
- If the Contracting Party has paid all or any part of the Course Fees but the Delegate fails to attend the Course to which such Course Fees relate or any rescheduled Course (in accordance with Clause 7.1) within the period of 12 months after the commencement date of the Course for which the Student registered then at the expiry the 12 month period the Company shall be entitled to retain any Course Fees already paid and to require payment of any Course Fees due but unpaid.
- The Company reserves the right to reschedule or cancel any Course where the Company reasonably believes that it is impractical to run a particular Course or where the number of Delegates enrolled for a particular Course makes it uneconomical for the Company to run that Course at that time or at all. In any such case the Company shall endeavour to notify the Delegate of any such rescheduling or cancellation at the earliest opportunity and the Company shall bear no liability in respect of such rescheduling or cancellation save that the Company shall reimburse all Course Fees already paid if the Delegate does not wish to attend any future Course, less the cost of any materials already supplied to the Student.
- These Terms (together with the terms, if any, set out in the Booking Form) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
- A notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
- No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
- If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
- English law shall apply to the Contract and the parties agree to submit to the exclusive jurisdiction of the English courts.
- No one other than a party to this Contract shall have any right to enforce any of its terms.
Last updated 8 July, 2019.