Permitted End User Terms and Conditions
The terms and conditions set out in this End User Terms and Conditions (this "EUT") apply to Tradable's Data and
Software for the purpose of the agreement between the Permitted End User and its approved Broker.
The Permitted End User(s) becomes a Permitted End User(s), subject to your acceptance and acknowledgement of
Tradable's prevailing EUT as set out below and/or as communicated to you by Tradable from time to time.
The Permitted End User(s) accept and agree to this EUT on its own behalf and/or on behalf of its company,
organisation, institution or agency as its authorised legal representative by clicking an "Agree" or similar button at
the end of this EUT or where provided by Tradable. In the event the Permitted End User(s) do not, or cannot agree to
this EUT, he/ she/ it should not proceed any further.
In this EUT, the following terms shall have the following meanings:
"Billing System" shall mean an automated billing tool developed by Tradable for the benefit of Broker and its
Permitted End User(s) by making the payment more efficient and auditable for Broker and all its Permitted End
"Broker" shall means an entity authorised and approved by Tradable to introduce a Permitted End User to use the
Tradable Software subject to the terms and conditions of the EUT;
"Developed Software" shall mean Software which is created or developed by Tradable, in any form or substance,
through any means whatsoever, and becomes part of the Software, regardless of how it is integrated into or not
integrated into any Tradable Software;
"IP Rights" shall mean all rights throughout the world in any and all of the following: (a) patents, patent
applications, patent disclosures and inventions (whether patentable or not); (b) trade marks, service marks, trade
dress, trade names, logos, corporate names, internet domain names and registrations and applications for the
registration thereof together with all goodwill associated therewith; (c) copyrights and copyrightable works
(including computer programs and mask works) and registrations and applications for registration thereof; (d) trade
secrets, know-how and other proprietary information of a like kind; (e) rights of publicity and privacy, and moral
rights; and (f) all other forms of intellectual property, such as data and databases, text, graphics, moving and still
images, sound recordings or other information, in each case, to the extent protectable under applicable law;
"Tradable" shall mean Tradable ApS, Dampfaergevej 8, 2100 Copenhagen, Denmark, Company No. 34212643 and any of its
"Tradable Data" shall mean all data generated by the Tradable's Software and Billing System;
"Tradable Platform" shall mean any Tradable Software program that along with computer components, allows an
authorised person, or Permitted End-User(s), to perform trading related activities via the trading tools in the form
of custom developed modules which are developed by third party application developers. It is a public application
programming interface which exposes various trading services (the buying and selling of financial products and the
reviewing of market and account information) which allows the integration of third party custom developed modules to
interact with and perform trading activities on user accounts subject to general approval;
"Tradable Software" shall mean the electronic instructions written and existing in both object and source code
format or otherwise for computers, that now exists or may exist in the future, and is owned by Tradable including but
not limited to such Tradable Software and Tradable Platform and any related computer software modules, updates,
modifications, interim releases, bug fixes and patches applicable to such software modules which may be hosted on
Tradable's Servers as specified in this Agreement or hosted on Broker's computer system as the case may be as
specified herein, and is directly or indirectly related to the collection, storage, retrieval and management of
information relating to trading activities of Broker and its Permitted End-User(s). Not limiting the foregoing, the
term "Software" shall also include any custom developments to be developed by Tradable for Broker or any other person,
whether developed under any additional statement of work or not, and has also been defined as a Developed
"Permitted End User" means an individual authorised to access and use the Tradable Software and Tradable Data who is
either: (a) an individual employee of Broker; (b) an individual performing the functions of an employee on a temporary
basis, independent contractor or consultant, in each case who is performing work for Broker (c) a client of Broker;
provided that Broker (i) assumes full responsibility and liability for the acts and omissions of all Permitted End
User(s), as if such acts and omissions were committed or made by Broker; and (ii) ensure that all Permitted End
Users(s) use the passwords (provided by Broker and/ or Tradable as the case may be) only on a dedicated basis for
"Server" shall mean computer hardware controlled or owned by Tradable that hosts and allows the Tradable Software
and Tradable Platform to be accessible to Broker and its Permitted End-User(s).
- Tradable will supply the Tradable Software to Broker from the effective date as set out in the Software License Agreement entered into between Tradable and Broker, and which grants to Broker a non-exclusive, non-transferable, non-sub licensable, non-assignable licence to use the Tradable Software subject to the terms and conditions of this EUT.
Permitted End User(s) may not use the Software for any purpose not specifically agreed to in this EUT, more
specifically Permitted End User(s) may not:
- decompile or disassemble the Software, separate the Software into its component parts, or in any way attempt to reverse engineer, reconstruct or discover any source code or algorithms of the Software by any means whatsoever;
- sell, sublicense, lease, rent, loan, assign, convey or otherwise transfer the Software or any component thereof, except in accordance with the terms and conditions of this Agreement;
- otherwise copy or use the Software for any purpose or in any manner not expressly permitted in this Agreement; and/ or
- publish or otherwise make available to any third party the Software.
- Tradable Software will be regularly up-dated by Tradable and all its authorised providers. Broker and Permitted End User(s) will not, under the Agreement and this EUT acquire any ownership rights in Tradable.
- Broker and Permitted End User(s) shall use Tradable in strict compliance with applicable laws and regulations within the jurisdictions in which it accesses and uses Tradable. Broker shall ensure that Tradable shall only be accessed by Permitted End User(s).
- Except to the extent permitted or required for Broker's permitted use under section 2.1, Broker and/or Permitted End User(s) shall not: (a) reproduce, distribute, display, sell, publish, broadcast or circulate Tradable to any third party, nor make Tradable Data available for any such use; or (b) create or store in electronic form any library or archive of Tradable Data save that, and notwithstanding anything to the contrary, Broker shall be entitled to retain copies of Tradable Data necessary for archival, regulatory and/or compliance purposes. Broker's right to retain such copies as set forth above shall survive termination/expiration of this EUT provided that it no longer actively uses Tradable Data.
- Parties agree that upon termination of the provision of Tradable Data and unless otherwise provided by applicable legal or regulatory restrictions, Broker shall return or destroy all Tradable Data together with any copies, and certify in writing to Tradable the completion of this process. In the case where Broker is required by law or regulation to keep copies of some of Tradable Data, Broker guarantees the confidentiality of Tradable Data and will not use Tradable Data for any other purpose.
- Permitted End User(s) must acknowledge and agree that Tradable is the sole owner (except as to the extent owned by third party licensors and except to the extent licensed by Tradable) of all IP Rights in and to the Software and Tradable Data produced by and distributed through the Software and each component thereof.
- Permitted End User(s) must acknowledge that neither the Software or information produced through use of the Software constitutes a recommendation from Tradable to Permitted End User(s) to buy or sell financial instruments, nor does such data or information constitute an offer by Tradable to buy or sell financial instruments, nor does the Software or information constitute a financial instrument whatsoever. NOR DOES THE SOFTWARE, TRADABLE DATA OR ANY OTHER INFORMATION PROVIDED BY TRADABLE AND/ OR OVER THE SOFTWARE CONSTITUTE A FINANCIAL PROMOTION WHATSOEVER.
- Permitted End User(s) must acknowledge that Permitted End User(s) takes full responsibility for any investment decisions or financial transactions made by the End User by using the Software.
- Permitted End User(s) must acknowledge that the Software is provided "as is" and "as available", and except where expressly provided in this EUT, the content is provided without any warranties of any kind or nature, whether implied, express or statutory. Permitted End User(s) must acknowledge that Tradable does not warrant that the Software is accurate, reliable or correct; that the Software will be available at any particular time or location; or that any defects or errors will be corrected. Permitted End User(s) must furthermore acknowledge that the use of the Software is at its own risk.
Limitation of Liability
- Permitted End User(s) must acknowledge that to the extent not prohibited by law, neither Tradable, Broker or third party developer shall be held liable for any losses or damages suffered or incurred by Permitted End User(s) from the use, operation or performance of the Software or any other products or services provided to Permitted End User(s) by Tradable in respect of the Software.
- Furthermore neither Tradable, Broker or third party developer shall be liable for any losses or damages suffered or incurred by Permitted End User(s) because of Permitted End User(s)’ intentional or unintentional use of the Software or other services. Under no circumstances shall Tradable, Broker, or any third party provider be liable for any direct, indirect, punitive, incidental, special, or consequential damages that result from the use of, or inability to use, the Software or services, including but not limited to lost profits, loss of business, trading loss, loss of data or use of data, any unauthorised access to, alteration, theft or destruction of Permitted End User(s)’ computers, computer systems, data files, programs or information, or costs of procurement of substitute goods or services, or for any direct or indirect, special or consequential damages however caused and under any theory of liability and whether or not Tradable and/ or third party provider has been advised of the possibility of such damage. This limitation of liability applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Tradable and/ or Broker and/ or third party provider has been advised of the possibility of such damage, except for any act of gross negligence, bad faith or wilful misconduct of Tradable and / or Broker and/ or third party provider.
- Permitted End User(s) must acknowledge that Tradable disclaims any and all liability resulting from and related to any breach of internet security or disruption of Permitted End User(s)’ connection to the internet due to reasons beyond Tradable’s control.
- To the extent Tradable receives any personal data from Broker's European Union locations, Tradable functions as a data controller. In accordance with the Act on Processing of Personal Data Act No. 429 of 31 May 2000 ("APD") Broker shall ensure it has the necessary consents to provide personal data for the purposes of this EUT and so Tradable may process contact and profile information (collectively, the "Personal Data") of Broker and Permitted End User(s), (collectively, the "Data Subjects") for the purpose of fulfilling Tradable's and/or its affiliates fulfilling their obligations and exercising their rights under this EUT and from time to time obtaining feedback and/or providing Data Subjects with information about Tradable's Services. Personal Data may be shared with Tradable's affiliates, distributors, and agents some of which may be located in the USA or other jurisdictions which do not have data protection law equivalent to the APD. Data Subjects may elect to update their Personal Data and to opt out of direct marketing by writing to the notice address stated above or by other means that may from time to time be made available.
Governing Law and Choice of Jurisdiction
- This EUT and any non-contractual obligations shall be governed by and construed in accordance with Danish Law.
- Parties hereby submit to the exclusive jurisdiction of the Danish courts.