Licensor: Alverium, Inc., a corporation organised under the laws of the State of Delaware, United States ("Alverium," "we," "us," or "our")
PLEASE READ THIS END USER LICENCE AGREEMENT ("Agreement" or "EULA") CAREFULLY BEFORE INSTALLING, COPYING, OR USING THE ALVERIUM SOFTWARE. BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE.
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity.
How this fits with our other documents. This Agreement licenses the Software — your right to install and run the desktop application. The Terms of Service govern the Service — your account, the marketplace, cloud features, and publishing. The Privacy Policy and the Risk Disclaimer apply to both and are incorporated into both. Where this Agreement and the Terms of Service address the same subject, the Terms of Service govern, except as to the licence grant and the restrictions in Sections 2 and 4, which are governed here.
1. Definitions
1.1. "Software" means the Alverium desktop application, including all updates, patches, and associated documentation we provide.
1.2. "Subscription" means the recurring payment arrangement under which you are granted access to Software features corresponding to a Tier.
1.3. "Tier" means one of the four subscription levels described in Section 3: Community, Plus, Pro, or Max.
1.4. "Device Fingerprint" means a composite identifier derived from characteristics of the device on which the Software is installed, used to bind a licence activation to a device.
1.5. "Plugin" means any third-party or first-party extension, module, or add-on distributed through the Marketplace.
1.6. "Engine" means the proprietary compute component of the Software.
1.7. "Tile" means a discrete visual component rendered on the Alverium workspace canvas.
1.8. "Marketplace" means the Alverium plugin marketplace.
2. Grant of Licence
2.1. Licence grant. Subject to this Agreement and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Software for your personal or internal business purposes, in accordance with the Tier to which you have subscribed.
2.2. Device activation. Licence activations are bound to devices by Device Fingerprint. The number of devices on which you may activate a licence depends on your Tier and is published in the tier details at https://alverium.net/pricing. You may release an activation and move it to a different device through the Software's account settings, or by contacting support@alverium.net.
2.3. Subscription basis. Access to features above the Community Tier is contingent on maintaining an active Subscription. Community Tier use does not require a Subscription but remains subject to every other term of this Agreement.
2.4. No ownership. This Agreement conveys no ownership interest in the Software. All rights not expressly granted are reserved.
3. Tiers and Feature Restrictions
3.1. Tiers. The Software is licensed under four subscription tiers — Community, Plus, Pro, and Max. Community is provided free of charge. The features, limits, and pricing of each tier — including device activation limits, which asset classes and venues are available, and which features permit live execution — are set out in the feature matrix at https://alverium.net/pricing.
3.2. Tier-gated capability. Certain capabilities, including live execution, elevated and system plugin privileges, and access to particular asset classes and venues, are available only at specified tiers. Where a capability is not included in your Tier, it is not licensed to you, and attempting to obtain it by circumventing the Software's tier enforcement is a material breach.
3.3. Internal accounts. Accounts flagged for internal use by our employees and authorised agents are not available for public subscription and are not a subscription tier.
3.4. Changes. We may modify the features included in a Tier on thirty (30) days' prior notice to affected users.
4. Restrictions
4.1. General restrictions. You shall not, and shall not permit any third party to:
(a) copy, modify, adapt, translate, or create derivative works based upon the Software, in whole or in part;
(b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, algorithms, data structures, or underlying ideas of the Software, except to the extent applicable law expressly permits notwithstanding this restriction;
(c) distribute, sublicense, lease, rent, sell, resell, assign, or otherwise transfer or make available the Software or any rights in it to any third party;
(d) remove, alter, or obscure any proprietary notice, label, or mark;
(e) use the Software to develop a competing product or service;
(f) circumvent, disable, or interfere with security-related features, including Device Fingerprint verification, Tier enforcement, or Subscription validation;
(g) access or attempt to access functionality, data, or systems not granted under your Tier;
(h) use the Software in any manner that violates applicable law, including securities laws, anti-money-laundering regulations, export controls, or sanctions regimes;
(i) share Subscription credentials with any person who is not an authorised user under your Tier;
(j) use automated tools, scripts, or bots to interact with the Software in a manner the documentation does not authorise.
4.2. Binary distribution. The Engine is distributed in compiled binary form only. Attempting to reverse engineer, decompile, or disassemble it is a material breach of this Agreement.
4.3. WebAssembly components. Certain components are distributed as compiled WebAssembly modules. Section 4.1 applies to them with equal force.
5. Trading Disclaimer
5.1. Not financial advice. THE SOFTWARE IS A TOOL FOR ANALYSING MARKETS AND FACILITATING THE EXECUTION OF TRADES YOU DIRECT. IT DOES NOT PROVIDE FINANCIAL, INVESTMENT, OR TRADING ADVICE, AND IT DOES NOT PROVIDE BROKERAGE SERVICES. ALVERIUM, INC. IS NOT A REGISTERED BROKER-DEALER, FINANCIAL ADVISER, INVESTMENT ADVISER, FUTURES COMMISSION MERCHANT, OR EXCHANGE.
5.2. Your responsibility. All trading decisions made using the Software are solely yours.
5.3. No guarantee of accuracy. We make no representation or warranty that any data, signal, analysis, model output, or other information provided by or through the Software is accurate, complete, timely, or reliable. Market data may be delayed, interrupted, or erroneous. Model outputs may be wrong.
5.4. Automated and on-chain execution. If you use any automated execution, strategy execution, or on-chain feature, you do so entirely at your own risk. Automated systems can execute transactions that result in losses, including total loss of capital, and on-chain transactions cannot be reversed.
5.5. Regulatory compliance. You are solely responsible for determining whether your use of the Software complies with the laws, regulations, and rules applicable to you, including securities laws, anti-money-laundering regulations, tax obligations, and the terms of every venue you connect to.
5.6. The Risk Disclaimer applies. The Risk Disclaimer sets out in detail how you can lose money using the Software, including risks specific to futures delivery, options assignment, tokenized instruments, crypto-assets, and prediction markets. Read it before enabling any live trading feature.
6. Limitation of Liability
6.1. Cap on liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES YOU ACTUALLY PAID IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WHERE YOU HAVE PAID NOTHING, OUR TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (USD 100.00).
6.2. Exclusion of damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL NOT BE LIABLE FOR TRADING LOSSES, LOST PROFITS, LOST DATA, LOST BUSINESS OPPORTUNITIES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
6.3. Essential basis. You acknowledge that the limitations in this Section are an essential element of the bargain, and that in their absence the economic terms of this Agreement would be substantially different.
6.4. What cannot be excluded. Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or any statutory rights you have as a consumer. Where a limitation in this Section is unenforceable against you, it is severed as to you and the remainder continues to apply.
7. Data Collection and Privacy
7.1. What we collect. In connection with your use of the Software we collect account information, device identifiers used for licence binding, crash reports, and — where you opt in — usage telemetry. The Privacy Policy is the authoritative and complete statement of what we collect and why, and it is incorporated into this Agreement by reference.
7.2. What stays on your device. Your exchange and broker credentials, wallet private keys and recovery phrases, trade history, positions, strategy source, and backtest results are stored locally in encrypted form.
7.3. On-chain activity. Where the Software interacts with a public blockchain, we necessarily process public-blockchain data, including wallet addresses you connect and transactions associated with them, in order to resolve, index, and relay them. Data published to a public blockchain is public and permanent and cannot be erased or amended by any party, including us. See the Privacy Policy.
7.4. Precedence. Where this Section and the Privacy Policy differ, the Privacy Policy governs.
8. Subscription, Termination, and Refunds
8.1. Subscription term. Paid Subscriptions are billed on the cycle you select and renew automatically at the end of each cycle unless cancelled through account settings or by contacting support@alverium.net.
8.2. Grace period. If a paid Subscription lapses, including through payment failure, you have a seven (7) calendar day grace period during which full Tier functionality is maintained. If it is not renewed within that period, the account is downgraded to the Community Tier and Tier-restricted features are suspended.
8.3. Termination by you. You may terminate at any time by uninstalling the Software and cancelling any active Subscription. Cancellation takes effect at the end of the current billing cycle.
8.4. Termination for breach. We may terminate this Agreement and revoke your licence immediately if you materially breach it. Material breaches include reverse engineering the Software, circumventing Tier enforcement, redistributing the Software, and using it for illegal activity.
8.5. Effect of termination. On termination you must cease all use of the Software and destroy copies in your possession. Sections 4, 5, 6, 9, 10, 11, 12, and 13 survive. Termination of this Agreement does not affect any asset you hold on a public blockchain, or your relationships with third-party brokers, exchanges, or protocols — see Terms of Service §14.1.
8.6. Refunds. Refunds are governed by the Terms of Service and the refund terms published with the applicable offer. Where an offer carries a money-back guarantee, its terms are stated with that offer.
9. Marketplace and Plugins
9.1. Third-party plugins. The Marketplace provides access to Plugins developed by third parties. Third-party Plugins are not developed, maintained, or endorsed by us unless expressly designated as first-party.
9.2. No warranty for plugins. WE PROVIDE THE MARKETPLACE ON AN "AS IS" BASIS AND MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE FUNCTIONALITY, SAFETY, ACCURACY, OR RELIABILITY OF ANY THIRD-PARTY PLUGIN. Checks applied before listing reduce risk; they are not a security audit and a listed Plugin is not a Plugin we vouch for.
9.3. Plugin risk. Installing and using third-party Plugins is at your own risk. We are not liable for loss, damage, or harm arising from them, including data loss, system instability, security vulnerabilities, or trading losses.
9.4. Plugin removal. We may remove any Plugin from the Marketplace at any time if it is determined to be malicious, harmful, in violation of the publisher terms, or otherwise detrimental to users or the Software. What removal means for a Plugin you already hold is set out in Terms of Service §7.2.
9.5. Privilege levels. Plugins run sandboxed by default. Elevated and system privileges require your explicit permission, and the level a Plugin may request is bounded by your Tier. Granting elevated privileges is a decision you make.
10. Intellectual Property
10.1. Ownership. The Software — including source code, object code, compiled binaries, WebAssembly modules, algorithms, models, data structures, documentation, graphics, and interface designs — is and remains our exclusive property, protected by copyright, patent, trademark, trade-secret, and other intellectual-property laws.
10.2. Trademarks. "Alverium," "Alverium Sage," "Alverium Veil," and "Alverium Vessel," together with the Alverium logo and associated names, marks, slogans, and trade dress, are our trademarks. You may not use them without our prior written consent. Release codenames are not product names and confer no rights.
10.3. Feedback. If you provide suggestions, ideas, enhancement requests, or other feedback regarding the Software, you assign all right, title, and interest in that feedback to us without additional consideration, and we may use it without restriction.
11. Disclaimer of Warranties
11.1. THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND COMPLETENESS.
11.2. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS.
11.3. WE DO NOT WARRANT THAT ANY DATA, SIGNAL, ANALYSIS, OR MODEL OUTPUT PROVIDED BY THE SOFTWARE WILL BE ACCURATE, RELIABLE, OR PROFITABLE.
11.4. Some jurisdictions do not allow the exclusion of implied warranties, so some of the above may not apply to you.
12. Governing Law and Dispute Resolution
12.1. One regime, not two. Disputes arising out of or relating to this Agreement are governed by, and resolved in accordance with, Section 15 of the Terms of Service, which applies to this Agreement as if set out here in full. This Agreement does not establish a separate governing law, forum, or dispute-resolution procedure.
12.2. Consumer rights preserved. If you are a consumer, nothing in this Section deprives you of the protection of provisions that cannot be derogated from under the law of your country of habitual residence, or of the right to bring proceedings there.
12.3. Injunctive relief. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual-property rights.
13. General Provisions
13.1. Entire agreement. This Agreement, together with the Terms of Service, Privacy Policy, and Risk Disclaimer, constitutes the entire agreement between you and us on its subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings, including any earlier end user licence agreement distributed with the Software.
13.2. Severability. If any provision is held invalid, illegal, or unenforceable, the remainder continues in full force.
13.3. Waiver. Our failure to enforce any right or provision is not a waiver of it.
13.4. Assignment. You may not assign or transfer this Agreement without our prior written consent. We may assign it without restriction.
13.5. Notices. Notices to us go to legal@alverium.net. Notices to you go to the email address associated with your account.
13.6. Amendments. We may modify this Agreement. Material changes will be communicated with at least thirty (30) days' prior notice by email or in-application notification, and where the change is material we will ask you to accept the updated Agreement. Continued use after the effective date constitutes acceptance.
13.7. Force majeure. We are not liable for failure or delay in performance resulting from causes beyond our reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, government action, venue outages, network failures, blockchain congestion, or infrastructure disruption.
14. Contact
Alverium, Inc. Email: legal@alverium.net