# SOFTWARE LICENSE AGREEMENT **Arrissa Data API — Proprietary Software License** Copyright © 2024–2026 Arrissa Pty Ltd. All Rights Reserved. Author: Ngonidzashe Jiji (David Richchild) --- ## IMPORTANT — READ CAREFULLY BEFORE USING THIS SOFTWARE This Software License Agreement ("Agreement") is a legally binding contract between you ("Licensee", "you", or "your") and **Arrissa Pty Ltd**, ACN [registered number], and its author **Ngonidzashe Jiji (David Richchild)** (collectively, "Licensor", "we", "us", or "our"). By downloading, installing, copying, accessing, or otherwise using this software, its associated files, documentation, APIs, expert advisors, scripts, or any component thereof (collectively, the "Software"), **you unconditionally agree to be bound by the terms of this Agreement**. If you do not agree to these terms, you must immediately cease all use of the Software and destroy all copies in your possession. --- ## 1. GRANT OF LICENSE Subject to full compliance with this Agreement, Licensor grants you a **limited, non-exclusive, non-transferable, non-sublicensable, revocable license** to use the Software solely for your own internal, personal, or business purposes as expressly permitted herein. This license does not constitute a sale of the Software or any rights therein. Licensor retains sole and exclusive ownership of all intellectual property rights in and to the Software at all times. --- ## 2. RESERVATION OF RIGHTS All rights not expressly granted herein are reserved exclusively by Arrissa Pty Ltd. Without limiting the foregoing: - All source code, compiled binaries, expert advisors, API endpoints, data structures, algorithms, logic, documentation, and any derivative works are and shall remain the exclusive intellectual property of Arrissa Pty Ltd. - No rights are granted by implication, estoppel, or otherwise. - This Agreement does not grant you any trademark, trade name, or service mark rights in respect of Arrissa Pty Ltd or any of its products. --- ## 3. RESTRICTIONS — PROHIBITED USES You expressly agree that you **shall not**, and shall not permit or enable any third party to: **(a) Redistribution & Resale** - Copy, reproduce, distribute, publish, transmit, sell, resell, sublicense, rent, lease, lend, transfer, or otherwise make available the Software or any portion thereof to any third party, in any form or by any means, without prior **explicit written permission** from Arrissa Pty Ltd. - Bundle, repackage, or incorporate the Software into any other product, service, or software distribution without written authorisation. **(b) Reverse Engineering & Modification** - Reverse engineer, decompile, disassemble, decrypt, or attempt to derive the source code or underlying algorithms of any compiled or obfuscated portion of the Software. - Modify, adapt, translate, create derivative works of, or otherwise alter the Software without written permission. - Remove, obscure, or alter any proprietary notices, copyright notices, trademarks, or labels affixed to or contained within the Software. **(c) Unlawful & Harmful Use** - Use the Software in any manner that violates applicable local, national, or international laws or regulations. - Use the Software for any fraudulent, deceptive, defamatory, abusive, or illegal purpose. - Use the Software to engage in market manipulation, spoofing, layering, front-running, or any activity prohibited under financial markets legislation. **(d) Circumvention** - Circumvent, disable, defeat, or bypass any security, authentication, licensing, or access control mechanism of the Software. --- ## 4. DISCLAIMER OF WARRANTIES **THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.** To the fullest extent permitted by applicable law, Arrissa Pty Ltd and Ngonidzashe Jiji (David Richchild) expressly disclaim all warranties, representations, and conditions of any kind, whether statutory, express, or implied, including but not limited to: - Any implied warranty of **merchantability**, quality, or fitness for a particular purpose; - Any implied warranty of **title** or non-infringement; - Any warranty that the Software will be **uninterrupted, error-free, secure, or free of harmful components**; - Any warranty regarding the **accuracy, completeness, reliability, timeliness, or suitability** of any data, signals, outputs, or results produced by the Software; - Any warranty that the Software will **meet your requirements** or achieve any particular outcome or result. No oral or written information or advice given by Licensor, its employees, agents, or representatives shall create a warranty or in any way expand the scope of this disclaimer. --- ## 5. FINANCIAL RISK DISCLAIMER AND LIMITATION OF LIABILITY **TRADING FOREIGN EXCHANGE, DERIVATIVES, CONTRACTS FOR DIFFERENCE (CFDs), CRYPTOCURRENCIES, AND OTHER FINANCIAL INSTRUMENTS INVOLVES SUBSTANTIAL RISK OF LOSS AND IS NOT SUITABLE FOR ALL PERSONS.** You expressly acknowledge and agree to the following: **(a) No Financial Advice** The Software is a **technical tool only** and does not constitute, and shall not be construed as, financial advice, investment advice, trading advice, tax advice, or any other form of regulated advice. Nothing in or produced by the Software constitutes a recommendation to buy, sell, or hold any financial instrument. **(b) Independent Decision-Making** All trading and investment decisions made using or in connection with the Software are made **entirely at your own risk**. You are solely responsible for evaluating the merits and risks associated with your use of the Software. **(c) No Guarantee of Profit — Risk of Total Loss** The Software does not guarantee, represent, or warrant any specific outcome, profit, return, or result. **Past performance, simulated results, backtested data, or hypothetical outcomes are not indicative of future results.** You may lose your entire invested capital or more. You should never trade with money you cannot afford to lose. **(d) Exclusion of Liability for Financial Loss** **TO THE FULLEST EXTENT PERMITTED BY LAW**, Arrissa Pty Ltd, Ngonidzashe Jiji (David Richchild), and any of their respective directors, officers, employees, agents, affiliates, successors, partners, licensors, and associates (collectively, "Released Parties") **shall not be liable** — under any legal theory including negligence, contract, tort, strict liability, or otherwise — for: - Any **direct, indirect, incidental, consequential, special, exemplary, punitive, or aggravated damages** of any nature whatsoever; - Any **financial loss, trading loss, loss of profits, loss of revenue, loss of capital, loss of anticipated savings, or loss of business opportunity**; - Any **loss of data, corruption of data, or system downtime**; - Any **adverse market outcomes** related to signals, data, indicators, or outputs generated by or through the Software; - Any loss or damage arising from **reliance upon** the Software, its outputs, or any documentation or guidance associated therewith; - Any loss or damage arising from **errors, inaccuracies, interruptions, delays, omissions, or failures** in the Software or the data it processes or transmits. This exclusion applies even if the Released Parties have been advised of the possibility of such damages. **(e) Aggregate Liability Cap** To the extent any liability of the Released Parties cannot be excluded by applicable law, the total aggregate liability of the Released Parties to you for all claims arising out of or related to this Agreement or the Software shall not exceed **AUD $100 (one hundred Australian dollars)**. --- ## 6. NO FITNESS FOR PURPOSE — EXPLICIT DISCLAIMER The Software is a **general-purpose data and connectivity tool**. It has not been designed, tested, validated, or certified for any specific trading strategy, market condition, broker, financial instrument, regulatory environment, or jurisdiction. The Released Parties make **no representation or warranty** that the Software is fit for your intended purpose. You are solely responsible for determining whether the Software is appropriate for your use case and for conducting all necessary due diligence before relying on it. --- ## 7. UPDATES, MODIFICATIONS, AND CONTINUITY OF SERVICE **(a) Discretionary Updates** Licensor may, at its sole discretion, release updates, patches, enhancements, or new versions of the Software from time to time. Licensor is under **no obligation** to release any update or to maintain, improve, support, or continue developing the Software. **(b) Breaking Changes** Updates may alter, remove, or replace existing functionality, APIs, data formats, or interfaces. Licensor accepts no liability for any disruption, loss, or damages arising from changes introduced in any update. **(c) Service Discontinuation** Licensor reserves the right to discontinue the Software, withdraw any licence, terminate support, or shut down any associated services at any time, with or without notice, and without liability to you. **(d) Acceptance of Updates** Your continued use of the Software following any update constitutes your acceptance of the updated terms of this Agreement and the modified Software. If you do not accept any update or modification, you must cease using the Software immediately. --- ## 8. INTELLECTUAL PROPERTY AND ATTRIBUTION Any authorised reproduction, distribution, or derivative work must include the following attribution in a prominent location: > *"Powered by Arrissa Data API — © Arrissa Pty Ltd. Used with permission."* Such attribution does not imply endorsement by Arrissa Pty Ltd of any derivative product. All trade secrets, proprietary methods, data structures, compiled code, and know-how embodied in the Software remain the exclusive property of Arrissa Pty Ltd, regardless of any modification or incorporation into other works. --- ## 9. CONFIDENTIALITY The Software, including its source code, architecture, algorithms, configuration files, and associated documentation, may contain or constitute **confidential and proprietary information** of Arrissa Pty Ltd. You agree to maintain the confidentiality of such information and not to disclose it to any third party without prior written consent from Licensor. --- ## 10. TERMINATION **(a)** This Agreement is effective from the date you first use the Software and continues until terminated. **(b)** Licensor may terminate this Agreement and your licence immediately, without notice and without liability, if you breach any provision of this Agreement. **(c)** Upon termination, you must immediately cease all use of the Software and destroy all copies in your possession or control. **(d)** The following provisions survive termination: Sections 2, 4, 5, 6, 8, 9, 11, 12, 13, and 14. --- ## 11. INDEMNIFICATION You agree to indemnify, defend, and hold harmless the Released Parties from and against any and all claims, demands, actions, proceedings, losses, damages, costs, expenses (including reasonable legal fees), and liabilities of any kind arising out of or related to: - Your use or misuse of the Software; - Your breach of this Agreement; - Your violation of any applicable laws or regulations; - Any trading, investment, or financial activities conducted using or in connection with the Software; - Any third-party claims arising from your use of or reliance on the Software. --- ## 12. GOVERNING LAW AND JURISDICTION This Agreement shall be governed by and construed in accordance with the laws of the **Republic of South Africa**, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this Agreement shall be subject to the **exclusive jurisdiction of the courts of South Africa**. You irrevocably submit to the personal jurisdiction of such courts. --- ## 13. SEVERABILITY If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable. --- ## 14. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties with respect to the Software and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether oral or written, relating to the subject matter hereof. --- ## 15. CONTACT For licensing inquiries, written permission requests, or compliance questions: **Arrissa Pty Ltd** Author: Ngonidzashe Jiji (David Richchild) Email: [contact@arrissa.com] Website: [https://arrissa.com] Jurisdiction: Republic of South Africa --- *By using this Software, you confirm that you have read, understood, and unconditionally agree to be legally bound by this Agreement.* **© 2024–2026 Arrissa Pty Ltd. All Rights Reserved.**