Terms & Conditions

CYPHER PROS VENTURES, LLC

TERMS AND CONDITIONS

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”). In consideration of the mutual covenants and agreements hereinafter set forth, the Parties agree as follows:

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 and which may be further described in an Order Form (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). These tools are designed to assist clients in applying their own automated trading strategies, but their use is entirely voluntary.

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. Any additional support shall be documented in an Order Form.

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. Cypher may use and store the content in accordance with this Agreement and Cypher’s Privacy Policy.

By posting or sharing User Content with other users of the Licensed Materials, you grant those users a non-exclusive license to share that User Content with their employees, agents, representatives, and advisors, and to access and use that User Content as permitted by this Agreement and the functionality of the Licensed Materials.

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:

use any of the Licensed Materials for any purpose that is unlawful or prohibited by this Agreement;
intentionally submit or transmit inaccurate information through the Licensed Materials;
impersonate or pretend to be anyone else while using the Licensed Materials;
use the Licensed Materials in any way that could damage, disable, overburden, or impair any of the Licensed Materials, or interfere with anyone else’s use of any of the Licensed Materials;
attempt to gain unauthorized access to Cypher computer systems or networks connected to Cypher, through hacking, password mining or any other means;
attempt to reverse engineer any portion of any of the Licensed Materials or attempt to infringe the intellectual property rights of others in any way;
obtain or attempt to obtain any materials or information through any means not intentionally made available through any of the Licensed Materials;
use tools which anonymize your internet protocol address (e.g. anonymous proxy) to access the Licensed Materials;
introduce any malicious or technologically harmful material into our Licensed Materials;
will not use or permit the use of the Licensed Materials to send unsolicited mass mailings. The term “unsolicited mass mailings” includes all statutory or common definitions or understanding of those terms in the applicable jurisdiction, such as those set forth for “Commercial Electronic Mail Messages” under the U.S. CAN-SPAM Act, as an example only.
develop or use any third-party applications that interact with our Licensed Materials without our prior written consent, including any scripts designed to scrape or extract data from our Licensed Materials; and
use our Licensed Materials for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates this Agreement.

The Licensed Materials may allow users to send messages (“Messages”) to other Users. Cypher may terminate the ability of a user to send Messages at any time and for any reason, without notice or liability to that user. If a user sends you an objectionable Message, please notify Cypher by sending an e-mail to [email protected]. You agree that Cypher may monitor Messages for compliance with this Agreement, and therefore, Messages are not confidential or proprietary and you understand that any information sent using Messages has been disclosed beyond the parties to the Messages.
Customer is solely responsible for ensuring that its investments and operations are conducted in compliance with all applicable laws, including monitoring changes in laws applicable to it and its business and modifying its use of the Licensed Materials as necessary to comply with such changes in applicable laws.

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, directors, officers, employees, agents, successors, or assigns. Any obligations arising from this Agreement are owed exclusively to Customer. Cypher operates as an independent contractor and is not an employee, agent, representative, joint venturer, fiduciary, or partner of Customer for any purpose. Each Party is responsible for all compensation, payments, or obligations owed to their respective employees, independent contractors, vendors, suppliers, or service providers. Neither Party has the authority to bind the other in any way.

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”) on the same terms and conditions (subject to Section 28) unless either party notifies the other of non-renewal at least thirty (30) days prior to the end of the applicable Initial or Renewal Term (the Initial Term and any Renewal Terms shall be collectively, the “Term”).

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. For the purposes of this Agreement, “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, with an additional 45 days allowed if the breach cannot be reasonably cured within 30 days. If this Agreement is terminated for cause, the client forfeits all rights to refunds unless mutually agreed in writing.

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 to prevent you from using or damaging the Licensed Materials or Cypher. In such event you will not be entitled to a refund of any amounts that you have already paid to Cypher, to the fullest extent permitted by applicable law.

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.

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. Customer waives any rights to charge back any purchase made under this Agreement with Customer’s credit card processor. Except as set forth in the applicable Order Form, Cypher shall have no obligation to deliver the Licensed Materials or make them available if the Fees are past due.
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. Customer is responsible for paying all taxes associated with the Licensed Materials or this Agreement, including sales, use, value added and excise taxes but excluding taxes assessed on the income or gross receipts of Cypher. To the extent Cypher is obligated to pay or collect any taxes for which Customer is responsible under this Agreement, Cypher will invoice Customer for such taxes unless Customer provides a valid tax exemption certificate authorized by the applicable taxing authority or provides proof of use tax payment. All fees shall be paid in U.S. dollars in immediately available funds by check or wire transfer to such account as Cypher may designate.
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. In the event of Customer’s failure to pay any amount due under this Agreement, Customer shall also reimburse Cypher for its reasonable costs of collection, including reasonable legal and collection agency costs.

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.
Cypher may provide links or access to other websites, apps, products or services provided by third-party service providers (“Third-Party Licensed Materials”) when you use the Licensed Materials. Cypher has no control over the content or privacy policies of Third-Party Licensed Materials that you may link to from the Licensed Materials or their advertisers. If you visit a linked website, be aware that the third party operating any such website may have access to any information you submit via that website. Cypher is not responsible for any third party’s failure to establish or abide by its or our Privacy Policy. Check the privacy policy for each website that you visit prior to submitting any personal information. Links to third-party websites do not imply endorsement of the websites by Cypher. Cypher makes no representations or warranties with respect to Third-Party Licensed Materials and will not be liable for such Third-Party Licensed Materials, even when used in conjunction with the Licensed Materials.
Cypher is not responsible for any trading, buy/sell orders or other activity that you conduct or that otherwise happens in connection with any of your brokerage accounts.

Transactions. Transactions, once executed, are final and irrevocable. You will indemnify Cypher from and against any and all claims, demands, losses, liabilities or expenses (including, without limitation, losses resulting from price fluctuations and attorney’s fees and costs) resulting directly or indirectly from Cypher’s compliance with any request by You after you have entered into the transaction.

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; The terms of this Agreement do not violate, conflict with or result in the breach of the terms of any other agreement or understanding (written or oral) by which Customer is bound; and Customer will not use the Licensed Materials in a way that violates or conflicts with Customer’s obligations pursuant to Section 3 or applicable law.

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, or any other product or service, is appropriate or suitable for you based on your investment objectives and personal and financial situation. You should also consult an attorney or tax professional regarding your specific legal or tax situation.
Any content posted on the Licensed Materials is for informational and entertainment purposes only and does not amount to investment advice for any individual. Cypher, its affiliates and partners specifically disclaim any and all liability or loss arising out of any action taken in reliance on any content, including but not limited to market value or other loss on the sale or purchase of any company, property, product, service, security, instrument, or any other matter.
You understand that all investments contain some level of risk, and an investment is subject to a number of risks, and that discussions of any security published on the Licensed Materials will not contain a list or description of relevant risk factors.
Investors should consider their investment objectives and risks carefully before investing.

Disclaimers.

THE LICENSED MATERIALS AND ALL CONTENT THEREIN ARE PROVIDED ON AN “AS AVAILABLE” AND “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CYPHER DOES NOT REPRESENT OR WARRANT THAT: (A) THE LICENSED MATERIALS ARE FREE OF ERRORS; (B) DEFECTS WILL BE CORRECTED; (C) THE LICENSED MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) INFORMATION COMMUNICATED THROUGH THE LICENSED MATERIALS ARE ACCURATE, COMPLETE, OR USEFUL.
You acknowledge and agree that your access to, reliance on, and use of the Licensed Materials or any content therein is at your own risk. Cypher makes no representation or warranty as to the quality, reliability, completeness, accuracy, timeliness, availability, security or functionality of the Licensed Materials or any content thereon. Cypher attempts to display the materials and information you view on the Licensed Materials as accurately and timely as possible. But Cypher does not guarantee the accuracy or timeliness of such materials and information, nor does Cypher control routing, configuration of Customer’s equipment, or the reliability of its connection. As such, Cypher shall not be responsible for any communication failures, disruptions, distortions, or delays Customer may experience when trading via the internet using the Licensed Materials.
Cypher disclaims any and all responsibility for any loss, injury, claim, liability, or damage of any kind resulting from, arising out of, or in any way related to (a) any errors in or omissions on or from any of the Licensed Materials and content therein, including but not limited to technical inaccuracies and typographical errors, (b) any third-party websites or content therein directly or indirectly accessed through links in the sites, app, or materials provided, including but not limited to any errors in or omissions contained therein, (c) the unavailability of any of the Licensed Materials or any portion thereof, (d) your use of any of the Licensed Materials, or (e) your use of any equipment or software in connection with any of the Licensed Materials.
Any dealings with any third parties in connection with participation in any trading activities are solely between you and such other third party. Cypher is not responsible for examining or evaluating of any of these businesses or individuals or the content of their websites, and Cypher makes no representations or warranties regarding these businesses, individuals, or their product offerings. Cypher does not assume any responsibility or liability for the actions and content of these and any other third parties. The Licensed Materials may provide information from or links to certain brokerage companies for your convenience only. Cypher is not a registered broker-dealer and does not endorse or recommend the services of any brokerage company. The brokerage company you select (and not Cypher) is solely responsible for its services to you. Cypher, its affiliates, and partners shall not be liable for any damages or costs of any type arising out of or in any way connected with your use of the services of any brokerage company.

Intellectual Property

Cypher retains exclusive ownership of all intellectual property, including any designs, methods, deliverables, or proprietary information created in connection with this Agreement. The materials provided, contained in or made available for use in connection with the Licensed Materials (collectively, the “Materials”) are protected by law, including, but not limited to United States (U.S.) and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. The Licensed Materials are controlled and operated by Cypher from its offices within the U.S. Cypher makes no representation that any of the Licensed Materials or Materials are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. Those who choose and access any of the Licensed Materials from other locations do so on their own initiative and are responsible for compliance with applicable local laws.
All rights, title and interest (including all copyrights, trademarks and other intellectual property rights) in the Licensed Materials and the Materials, including any software, algorithm, and source code, belong to Cypher or Cypher’s licensors. Further, all names, designs, graphics, data, images, pictures, logos and icons on the Licensed Materials and the Materials are proprietary information or proprietary marks of Cypher or Cypher’s licensors. The compilation of all content, including the look and feel of the Licensed Materials (including the Materials), is the exclusive property of Cypher and is protected by U.S. copyright law, as applicable. Except as may be expressly provided herein, nothing contained in this Agreement or elsewhere shall be construed as Cypher conferring any license or right, by implication, estoppels or otherwise, under copyright, trademark or other intellectual property rights, to any of the Materials to Customer. Customer acknowledges that it has no rights to Cypher’s intellectual property except as expressly permitted by this Agreement. Customer agrees not to contest or impair any of Cypher’s intellectual property rights.
The trademarks, service marks, and logos, including but not limited to Cypher’s name, logo, and all related names, logos, and service names, service marks, designs, and slogans (the “Trademarks”) used and displayed on the Licensed Materials (including the Materials) are registered and unregistered Trademarks of Cypher or others. Nothing on the Licensed Materials should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Licensed Materials (including the Materials), without the written permission of the Trademark owner. Cypher’s Trademarks may not be used in any way, including in advertising or publicity pertaining to distribution of materials on the Licensed Materials, without prior, written permission of Cypher. Cypher prohibits use of Cypher and/or Cypher’s logo as a “hot” link to any website, unless Cypher first approves the establishment of such a link in writing.

Feedback. All comments, suggestions, ideas, notes, drawings, concepts or other information disclosed or offered by Customer through the Licensed Materials or in response to solicitations made through the Licensed Materials (collectively, “Feedback“) is entirely voluntary and shall be deemed to be non-confidential and shall forever remain the sole property of Cypher. Cypher shall exclusively own, throughout the universe in perpetuity, and Customer hereby irrevocably assigns, all rights of every kind and nature (whether currently existing or hereafter developed) in and to the Feedback and Cypher shall be entitled to unrestricted use of the Feedback for any and all purposes whatsoever, commercial or otherwise, without any payment or other obligation to Customer or any other person involved with the creation and/or submission to Cypher of the Feedback. Customer hereby waives any and all of its moral rights and similar rights with respect to the Feedback.

Confidentiality. During the term of this Agreement, each Party may disclose or make available (as “Disclosing Party”) to the other party (as “Receiving Party”) nonpublic information (whether business, corporate, technical, data processing information, technical and internal network and infrastructure information (including security information related thereto), trade secret or other proprietary information), in whatever means conveyed (whether conveyed orally or reduced to writing, in intangible form, or in human readable or machine readable form) that one party designates as confidential in writing to the Receiving Party at the time of disclosure, or that, given the nature of the information and the circumstances surrounding disclosure known to the Receiving Party, would appear to a reasonable person to be confidential (collectively “Confidential Information”). Confidential Information shall not include information that, at the time of disclosure: (i) is or becomes available to the general public, or becomes at a later date available to the general public through no fault of the Receiving Party and then only after said later date; (ii) is generally known within the industries or trade in which Receiving Party conducts business or competes; (iii) Receiving Party can demonstrate by written record was in its possession before receipt; or (iv) is disclosed to the Receiving Party without restriction on disclosure by a third-party who has the lawful right to disclose such information. Disclosing Party agrees it shall (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care), (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have confidentiality obligations with the Receiving Party that are not materially less protective of the Confidential Information than those herein. The Receiving Party may make disclosures in accordance with proper and valid judicial or governmental order, law or regulation, provided that, and unless prohibited by law, Receiving Party gives the Disclosing Party prompt notice prior to such disclosure so that the Disclosing Party may seek an appropriate protective order.

Limitation of Liability. Notwithstanding anything to the contrary contained herein and to the fullest extent permitted by law, the liability of Cypher and its affiliates, partners, members, managers, directors, officers, employees and agents to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the greater of (a) the amount paid, if any, by you to Cypher for the Licensed Materials in the immediately preceding six months, or (b) $100.00. IN NO EVENT WILL CYPHER, ITS AFFILIATES, PARTNERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICE, OR ANY OF THE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SERVICE, EVEN IF CYPHER OR ITS AFFILIATES, PARTNERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. You acknowledge that if no fees are paid to Cypher for the Licensed Materials, you shall be limited to injunctive relief only, unless otherwise permitted by law, and shall not be entitled to damages of any kind from Cypher, regardless of the cause of action. Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have additional rights.

Indemnification. Customer will indemnify and hold Cypher, its affiliates and their respective officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal fees arising out of or in any way connected with (a) your access to or use of the Licensed Materials, (b) Customer’s User Content, (c) Customer’s violation of this Agreement, or (d) any of Customer’s transactions or investments. Cypher will provide notice to Customer of any such claim, dispute or demand. Cypher reserves the right, at Customer’s expense, to assume the exclusive defense and control of any claim, dispute or demand that is subject to indemnification under this Section. In such case, Customer agrees to cooperate with any reasonable requests assisting the defense of such matter.

Changes to Licensed Materials. Cypher may change, suspend, terminate or discontinue any aspect of the Licensed Materials, including the availability of any services, information features or functions accessible by means of the Licensed Materials, on no less than one (1) business day advance notice to Licensee. Cypher may, from time-to-time, provide Customer with revisions to the Licensed Materials (the “Revised Licensed Materials”). Customer shall discontinue its use of all prior versions of the Licensed Materials in favor of the Revised Licensed Materials. While it is Cypher’s intention that the Revised Licensed Materials shall be backward-compatible with the immediately prior version of the Licensed Materials, Cypher does not guarantee or warrant that this shall be so, and Cypher shall have no liability whatsoever to Licensee for any failure of the Revised Licensed Materials to be backward-compatible with any prior version of the Licensed Materials.

Force Majeure. Neither Party shall be liable for delays or damage due to circumstances beyond the Party’s control, including an injunction, order or other action by a governmental authority that supersedes any countervailing obligation to comply with applicable regulatory requirements, fire, power failure, war, floods, Acts of God and lock-outs, strikes and other industrial disputes (in each case, whether or not relating to the affected Party’s workforce and whether or not beyond the reasonable control of the affected Party). If a Party is prevented in whole or in part from taking action due to force majeure circumstances, implementation of the measure may be delayed until such time as the force majeure event has been eliminated. If either Party is prevented from receiving payment, that Party shall not be entitled to interest.

Governing Law and Venue. This Agreement, Customer’s access to and use of the Licensed Materials, and any claim or dispute Customer may bring against Cypher, its affiliates, subsidiaries, parent companies, members, shareholders, agents and assigns, shall be governed by and construed and enforced in accordance with the laws of the State of Colorado, without regard to conflict of law rules or principles (whether of the State of Colorado or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of Colorado and the United States, respectively, sitting in the State of Colorado.

Dispute Resolution. Any dispute, controversy, or claim arising out of or in connection with or relating to this Agreement or any breach or alleged breach thereof shall be submitted to a single arbitrator and settled exclusively by confidential binding arbitration pursuant to the Commercial Rules then in effect of the American Arbitration Association. The arbitration proceeding shall be held in Denver, Colorado or any other location mutually agreed upon by the Parties. The prevailing party (as determined by the arbitrator) shall be entitled to its reasonable attorney’s fees, costs and expenses related to the arbitration. Judgment upon the award may be entered in any court of competent jurisdiction. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.

Equitable Remedies. Customer agrees that a breach or threatened breach of any of its obligations under this Agreement would cause Cypher irreparable harm for which monetary damages would not be an adequate remedy and Customer agrees that, in the event of such breach or threatened breach, Cypher is entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy.

Class Action Waiver. Any claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. If the claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration.

Compliance. You agree to insure that any information you provide during your use of the Licensed Materials, whether such dissemination is made (a) by you or on your behalf by a person authorized to disseminate information on your behalf or (b) otherwise, in any case, complies with all statutes, rules, regulations, orders or other governmental acts of any jurisdiction, whether foreign or domestic.

Severability. If any term, clause or provision of this Agreement is held invalid or unenforceable, then that term, clause or provision will be severable from this Agreement and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of this Agreement.

Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, that Cypher may assign this Agreement in its entirety, without Customer’s consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and enure to the benefit of the parties, their respective successors and permitted assigns.

Modification. The Agreement may only be amended by Cypher. Cypher will endeavor to notify Customer within reasonable time prior to such amendment being implemented.

Entire Agreement. This Agreement (including the Order Form and any other documents referenced or attached hereto) contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous representations, promises, agreements and understandings, whether oral or written, between the parties concerning the subject matter hereof. To the extent of any conflict between this Agreement and an Order Form, the terms of the Order Form shall control. From time to time Customer may enter into additional agreements in connection with additional and/or future functionality of the Licensed Materials. Any such additional agreements shall be subject to and in addition to (and not in lieu of) this Agreement. No provision of this Agreement is to be interpreted for or against any party because that party or its attorney drafted the provision.

Waiver. The failure or delay by either Party in exercising any right, power or remedy of that Party under the Agreement shall not in any circumstances impair such right, power or remedy nor operate as a waiver of it. The single or partial exercise by either Party of any right, power or remedy under the Agreement shall not in any circumstances preclude any other or further exercise of it or the exercise of any other right, power or remedy.
Survival. Sections 3, 4, 7, 8(c), 10-31 shall survive termination of this Agreement.