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SOFTWARE LICENSE AGREEMENT
THIS AGREEMENT is entered into on the date of purchase by and between Crypto-ML LLC, a Wyoming Limited Liability Company of 950 37th Ave Ct, Greeley, Colorado (the “Licensor”), and the purchaser (the “Licensee”).
WHEREAS, Licensor is the licensee of certain proprietary, machine-learning-based computer software designed to provide services that assist the Customer in determining whether to buy or sell certain cryptocurrencies, namely Bitcoin (BTC), Bitcoin Cash (BCH), Ethereum (ETH). More specifically Licensor is the licensee of a software package called Crypto-ML and Crypto-ML Pro, which is intended to assist the end user in determining whether to buy or sell certain cryptocurrencies, namely Bitcoin (BTC), Bitcoin Cash (BCH), Ethereum (ETH). Additionally, the Crypto-ML and Crypto-ML Pro software provides automated services that directly make trades on behalf of the User. Crypto-ML and Crypto-ML Pro are described in greater detail in the attached Exhibit “A” (the “Software”); and
WHEREAS, Licensor and Licensee believe it is in their mutual interest and desire to enter into an agreement whereby Licensee would use Licensor’s Software subject to the limitations contained herein.
NOW, THEREFORE, in consideration of the mutual covenants of this Agreement, the Parties hereto agree as follows:
A. LICENSE GRANT
Licensor hereby grants to Licensee and Licensee accepts from Licensor, a limited, non-exclusive, non-transferable license to access the Software for Licensee’s use personally or commercially.
This Agreement shall be effective as of the date of execution by both Parties and shall extend for the Subscription Period as described herein.
C. SUBSCRIPTION PERIOD AND FEE
At the commencement of the Subscription Period, Customer shall remit an initial payment as defined by the subscription terms at checkout. Customer shall pay to Provider, on a monthly basis, the subscription fee (the “Subscription Fee”) in accordance with the following fee schedule:
- The Subscription Fee for the first Subscription Period shall be paid as stated above. The Subscription Fee for all subsequent Subscription Periods of the term of this Agreement shall be paid in full to Provider on the first day of each subsequent Subscription Period. Said Subscription Period shall automatically renew for subsequent Subscription Periods unless either party provides written notice of its election not to renew this Agreement at least fifteen (15) days prior to end of the then-current Subscription Period. All payments shall be paid in the manner described in subsection “iv”, below.
- The amount of the Subscription Fee includes any applicable sales tax.
- Customer, at the time of the execution of this Agreement shall provide a valid credit card, ACH payment system information, bank account information authorized for automatic bill paying, or other acceptable method of payment to Provider and shall take all necessary steps to authorize automatic payment of the Subscription Fee. By agreeing to the terms of this Agreement, Customer hereby authorizes Provider to automatically charge said method of payment for all Subscription Periods during the term of this Agreement.
- Any additional payment terms between Provider and Customer shall be agreed to in writing and set forth in an invoice, billing agreement, or other written document.
A. Licensee recognizes that the Software is the proprietary and confidential property of Licensor. Accordingly, Licensee shall not, without the prior express written consent of Licensor, during the term of this Agreement and for 10 years thereafter, disclose or reveal to any third party or utilize for its own benefit other than pursuant to this Agreement, any Software provided by Licensor, provided that such information was not previously known to Licensee or to the general public. Licensee further agrees to take all reasonable precautions to preserve the confidentiality of Licensor’s Software and shall assume responsibility that its employees, sublicensees, and assignees will similarly preserve this information against third Parties. The provisions of this clause shall survive termination of this Agreement.
B. Licensee shall take no steps in attempting to reverse engineer or decompile the Software.
Licensor warrants that it has the power and authority to grant the subscription for the Service granted to Licensee hereunder. EXCEPT FOR THE WARRANTY SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS,” AND PROVIDER DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABLITY OR FITNESS FOR A PARTICULAR PURPOSE.
Any improvements, modifications or software updates made by Licensor to the Software shall be promptly provided to Licensee and shall be automatically included in this Agreement.
The following termination rights are in addition to the termination rights that may be provided elsewhere in the Agreement:
A. Right to Terminate Upon Notice. Either party may terminate this Agreement on 15 (15) days’ written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the fifteen-day period, the breaching party fails to cure such breach.
B. Licensee Right to Terminate. Licensee shall have the right to terminate this Agreement at any time.
H. POST-TERMINATION RIGHTS
A. Upon the expiration or termination of this Agreement, all rights granted to Licensee under this Agreement shall forthwith terminate and immediately revert to Licensor and Licensee shall discontinue all use of the Software and the like.
B. Upon expiration or termination of this Agreement, Licensor may require that Licensee transmit to Licensor, at no cost, all material relating to the Software, provided, however, that Licensee shall be permitted to retain a full copy of all material subject to the confidentiality provisions of this agreement.
Licensor agrees to defend, indemnify, and hold Licensee, and its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third Parties against Licensee based on a breach by Licensor of any representation and warranty made in this Agreement as well as for any third-party claim based on Licensee’s use of the Software.
J. FORCE MAJEURE
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
K. NOTICE AND PAYMENT
A. Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the above stated address or mailed by certified, registered or Express mail, return receipt requested or by Federal Express.
B. Either party may change the address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
This Agreement shall be governed in accordance with the laws of the State of Wyoming. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Colorado, including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it. In the event a dispute arises hereunder, or if a dispute arises concerning the meaning or interpretation of any provision of this Agreement, then the defaulting party or the party not prevailing in the dispute, as the case may be, must pay any and all costs and expenses incurred by the other party in enforcing or establishing its rights under the Lease, including, without limitation, court costs and reasonable attorneys’ fees.
M. AGREEMENT BINDING ON SUCCESSORS
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.
IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated.
Exhibit “A” to Software License Agreement
Crypto-ML (“Machine Learning”) Software Specifications
The Crypto-ML software is a machine-learning-based software application that provides services designed to assist the end user in determining whether to buy or sell certain cryptocurrencies, namely Bitcoin (BTC), Bitcoin Cash (BCH), Ethereum (ETH). Additionally, the Crypto-ML software provides automated services that directly make trades on behalf of the User.
The software provides the following core functionalities:
Machine learning features:
- Real-time market data capture and ingestion.
- Data manipulation and calculation to prepare for submission to the machine learning model.
- Machine learning model designed to predict future price movement.
- Mechanism for a machine learning algorithm to facilitate ongoing learning and retraining of the prediction models.
- Hand off of prediction data to machine learning optimization model, which is responsible for translating the prediction into an actionable trigger, such as BUY, SELL, HOLD, or STOP.
- Mechanism for a machine learning algorithm to facilitate ongoing learning and retraining of the optimization models.
- Database that manages data flow, data capture, and data storage for operations and performance tracking.
- Web integration services that facilitate end-to-end processing of core functionalities.
- Output calls to WebSockets and APIs for consumption by web pages and third parties, including but not limited to:
- Market Index value and trend data
- Price prediction value
- Trade alert notifications including trade call, timestamp, and price point
- Output calls to notification services such that triggers may be simultaneously sent to ‘n’ number of end points via web notification, app notification, email, or other similar method.
- Auto Trade functionality that provides end-users the ability to connect their exchange account so that trades can be automatically executed on their behalf.