All defined terms in this Agreement have the meaning given to them in the Glossary, located at the end of these Terms.
1.1 By using the Application in any way and for any purpose, with or without an Account and from any device and location, you acknowledge and agree:
(a) to not share access to the Application or the details of your Account with any third party;
(b) to use the Application at your discretion and under your own responsibility;
(c) that you have carefully read and understand the Terms and agree to comply with and assume all obligations set out in these Terms, as they appear on each respective date that you use the Application.
2. USE RIGHTS
2.1 We grant to you a limited, non-transferrable, non-exclusive, revocable right to access and use the Application in connection with an Account. The Application is for personal use only and you agree that you will not use the Application to manage any third-party’s holdings in any way.
2.2 We will only make the Application available for access and use by you over the internet through a web browser or a mobile device.
2.3 We reserve the right, in our sole discretion, to revoke access or suspend use of any Account and/or Application at any time or refuse to allow any person to register or create an Account without notice.
2.4 You are solely responsible for ensuring that the use of the Application in accordance with these Terms in your jurisdiction of residence is permitted by applicable laws and if such use is not permitted by applicable laws, you must not access or use the Application.
2.5 You must not copy, distribute or resell the Application, or use the Application as the basis for developing a competitive solution (or contract with a third party to do so), or remove or alter any logos, trademarks, patent or copyright notices, confidentiality or other Intellectual Property Rights.
3.1 To use the Application, you must create and have an Account. To create your account, you must create a username and password, provide your email address and provide information that must be valid, accurate, current and complete.
3.2 You agree that when creating an Account, you will not impersonate any other natural or legal person or falsely state or otherwise misrepresent your affiliation with another person.
4. SUBSCRIPTION PLANS, PAYMENT AND CANCELLATION
4.1 You are required to pay for a subscription (“Subscription Fee ”) in order to access and use the Application for a subscription period.
4.2 A detailed description of the subscriptions available, including the subscription period, prices and functions associated with each type of subscription is available on our website at https://www.vematrader.com/plans/ ( “Price Page”). All prices and any promotions or discounts posted on the Price Page are subject to change at any time without notice at our sole discretion, but any change to a Subscription Fee will not be applied retrospectively and will only apply to subscription renewals after any pricing changes have been communicated to you. If you do not agree with changes to the pricing terms or Subscription Fees, you may cancel your subscription in accordance with clause 4.7 of these Terms.
4.3 All monthly or yearly subscriptions will renew automatically for an additional period equal in length to the expiring subscription term until you cancel the subscription (see clause 4.7 and of these Terms below for how to cancel your subscription).
4.4 The Subscription Fees will be payable and charged at the beginning of each subscription period using the Payment Information you have provided, and you must cancel your monthly or yearly subscription before it renews to avoid the billing of the Subscription Fees for the next subscription period. Unless you cancel your subscription within 7 days of the Subscription Fee being charged to you, you will not receive a refund for the Subscription Fees you have already paid for your current subscription and you will continue to have access to your Account and the Application until the end of your current paid subscription period.
4.5 All payments must be made with debit card or credit card and will be processed by our third-party payments’ processor Stripe. You authorise us to provide any Payment Information to Stripe or any other third-party service provider so we can complete the payment of your Subscription Fees.
4.6 If you wish to upgrade your subscription, you may do so at any time through your Account and your new subscription will commence after the payment has been processed and received by VEMA. Ordering a new subscription will automatically terminate your old subscription and any Subscription Fees that may be eligible from your old subscription will be calculated towards your new Subscription Fees and you will only be required to pay the difference between the new Subscription Fees and the old Subscription Fees.
4.7 If you wish to cancel your subscription, you may do so at any time through your Account. If you cancel your subscription under this clause 4.7, access to your Account and the Application will continue until the end of your subscription period.
4.8 VEMA does not control and is not liable for any fees that may be charged by your bank, credit/ debit card company, payment processor or payment method related to our collection of Subscription Fees.
5. OUR OBLIGATIONS & RIGHTS
5.1 In providing the Application, we will exercise reasonable care and skill in performing our obligations.
5.2 Without limitation, we reserve the right to implement changes, suspend, conduct repairs or maintenance, or introduce new features or services to the Application, which you acknowledge may cause outages or disruptions to your access to the Application from time to time. You do not have any right to the Application and the functions offered being available at all times or to a specific availability being guaranteed by VEMA. VEMA is not obliged to ensure that the Application can be accessed at all times without any interruptions or faults and does not assume any liability for this.
5.3 VEMA will endeavour to notify you of any interruptions as far in advance as reasonably possible, or if advance notice is not possible due to urgency, without undue delay. Any changes to the Application as set out in clause 5.2 does not relieve you from your obligation to pay any applicable Subscription Fees.
5.4 Without limitation, we reserve the right, in our sole discretion, to remove content from the Application submitted by a user that is deemed by us to be factually incorrect, offensive, dangerous, harmful, unlawful or otherwise in breach of these Terms.
6. USER OBLIGATIONS
6.1 You must:
(a) only access and use the Application within the intended purpose and permitted use;
(b) comply with these Terms and all Applicable Laws and Regulations;
(c) not interfere with or disrupt the Application or the servers or networks connected to the Application, including but not limited to hacking or bypassing any measures we may use to prevent unauthorised access to the Application; and
(d) promptly apply all applicable updates to the Application that we may issue from time to time, maintain control of your Account, and not deal with your account in any way, including by allowing others to use your Account, or by transferring or selling your account or any of your contents to another person.
6.2 You represent and warrant that any information you submit on the Application:
(a) does not infringe the Intellectual Property Rights of any person or entity;
(b) does not contain content that is unlawful, harmful, threatening, abusive, fraudulent, harassing, insulting, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful or racist, that glorifies violence, is pornographic, unethical or otherwise prohibited or objectionable;
(c) does not contain any malicious code, data or set of instructions that intentionally or unintentionally causes harm or subverts the intended function of the Application, including, but not limited to viruses, Trojan horses, worms, time bombs, cancelbots, Easter eggs or other computer programming routines that may damage, modify, delete, detrimentally interfere with, surreptitiously intercept, access without authority or expropriate any system, data or personal information; or
(d) is not the subject of any claim, demand, action or legal proceeding or any potential or pending claim, demand, action or legal proceeding.
6.3 You agree that you will not engage in any activity that attempts to reverse engineer, disassemble, decompile, hack or extract any proprietary software used to maintain the Application.
6.4 You acknowledge that your Account is personal to you and you are responsible for maintaining the confidentiality of your Account by restricting access to your devices. You accept responsibility for all activities that occur under your Account or from your devices in relation to the Application and your Account, including any misuse of your Account. You agree to notify us immediately of any unauthorised access to or use of your Account or any other breach of security. If you fail to notify VEMA accordingly, VEMA may not be able to prevent such unauthorised access or other breach of security or take corresponding security measures.
6.5 If we determine at our sole discretion that you have breached an obligation under this clause 6, it will be deemed a material breach of these Terms and without notice or limitation we may terminate the Agreement in accordance with clause 11.
We will use best endeavours to provide support for the operation of the Application, which you can access using the online support portal when logged into your Account.
8. INTELLECTUAL PROPERTY
8.1 You acknowledge and agree that:
(a) VEMA and its licensors and suppliers own all Intellectual Property Rights in the Application and nothing in these Terms transfers any right, title, interest in our Intellectual Property Rights to you;
(b) we retain all rights, title and interest in and to all patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights;
(c) you have no right to, and will not, use any of the trademarks, logos or other intellectual property used or displayed on the Application, except in accordance with clause 8.2;
(d) you will not otherwise copy, distribute, display, download, modify, repost, transmit or use all or part of any Information or content on the Application without prior written permission, except in accordance with clause 8.2.
8.2 You are granted a non-exclusive, non-transferable, revocable, limited license to view, print and download information and content published on the Application for your personal, non-commercial use, provided that you do not remove or obscure the copyright notice or other notices displayed on the content indicating ownership.
8.3 For all content and data that you make available by the Application (“ User Content”), you grant VEMA a royalty-free, transferrable, irrevocable, worldwide, non-exclusive licence to use and exploit User Content for the maximum term permitted under the Applicable Law.
8.4 Except as expressly provided for in clause 8.2, nothing contained in the Terms will be construed as conferring any license or right to any information or content to which we are the owner or licensee.
9. CONFIDENTIAL INFORMATION
9.1 You acknowledge and agree that:
(a) signing up for an Account under these Terms will result in us disclosing Confidential Information to you and that you will not, without the express prior written consent of VEMA, disclose any Confidential Information, or any part thereof to any third party; and
(b) you are responsible for maintaining the confidentiality of your data and for monitoring and, if necessary, restricting access to your devices. Any email address, password or any other information chosen by you or provided to you as a part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity.
9.2 Upon termination of these Terms, you will return all Confidential Information in your possession to VEMA and agree that you will not duplicate, translate, modify, copy, print, disassemble, decompile, disclose or otherwise tamper with the Confidential Information.
9.3 The obligations of confidentiality under clause 9.1 do not apply to any information that:
(a) is or becomes generally available to the public (other than by reason of a breach of these Terms); or
(b) is required to be disclosed by any Applicable Laws or Regulations.
10. THIRD PARTY CONTENT
10.1 Any content provided through the Application is intended to be used and must be used for informational purposes only. It is very important to do your own analysis before making any investment based on your own personal circumstances. Any content, data, information, or publications made available through the Application are furnished by us on an as-is basis for your convenience and information. Any opinions, advice, statements, services, offers, or other information made available by third parties are those of the respective author(s) or publisher(s), and not of VEMA. Such information should not be interpreted as approval by VEMA of those content or information you may obtain from them. VEMA has no control over the content or information of these resources. VEMA disclaims any warranty or representation, either express or implied, that the information in such publications is accurate or complete.
10.2 Past performances by the algorithmic indicator is not a guide to the future. For the avoidance of any doubt, VEMA and any associated companies, or employees, do not hold themselves out as commodity trading advisors or authorised financial advisors. Given this representation, all information, data and material provided by VEMA and any associated companies, or employees, is for educational purposes only and should not be considered specific investment advice.
10.3 Use of certain links on the Application will direct you to third party feeds, software, websites or mobile Applications (collectively, “ Third-Party Platforms”). Such Third-Party Platforms are not under the control of VEMA, and VEMA is not responsible for the contents of any such Third-Party Platforms or any link contained in such Third Party-Platform. Links to Third-Party Platforms included on the Application are provided for your convenience, and the inclusion of such links does not imply a recommendation or endorsement by us of any such Third-Party Platform or the Applications or services or information offered therein. If you decide to access any Third-Party Platform information linked to the Application, you do so entirely at your own risk.
11.1 Either party may immediately terminate these Terms at any time by written notice to the other party. If you terminate these Terms under this clause 11.1, it will be as if you cancelled your subscription and clause 4.7 will apply. If VEMA terminates these Terms under this clause 11.1, access to your Account and the Application may cease immediately.
11.2 If we determine at our sole discretion that you have breached or are likely to breach any of your obligations under these Terms, we may cancel or suspend your account by giving you notice.
11.3 Sections 9 (Confidential Information), 11 (Termination), 12 (Limitation of Liability), 13 (Indemnity) and 17 (General) and any other terms which by their nature should continue to apply, will survive termination or expiration of these Terms.
11.4 If your Account or these Terms are terminated by us for any reason, then you must not create a new Account without our consent (in our absolute discretion) and we may terminate any other Accounts you operate.
12. LIMITATION OF LIABILITY
12.1 Except for any Non-excludable Condition, VEMA and VEMA suppliers exclude any warranties express or implied by any legislation, the common law, or otherwise to the full extent permitted by law.
12.2 Except for liability in relation to a breach of any Non-excludable Condition, any indemnity in clause 13 and a breach of clause 8 (Intellectual Property), each party’s total liability to the other party is limited to the total amount of payment paid by you to us during the twelve month period prior to any incident causing liability, or A$50, whichever is greater.
12.3 Neither party will be liable for lost profits, lost revenue, lost savings, loss of opportunity and any consequential or indirect loss arising out of, or in connection with, your use of the Application, and any claims by any third person, or these Terms, even if that loss was possible or the loss was otherwise foreseeable.
12.4 Except for the payment obligations in clause 4 of these Terms, neither party will be liable for any delay or failure to perform our obligations if such delay or failure is due to a Force Majeure Event.
You shall be responsible and liable to us (and our directors, officers, employees, independent contractors and agents) for any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, legal fees and court costs (collectively, “ Losses“), arising from or related to your use (or any use authorised or facilitated by you) of the Application, including but not limited to any of the following:
(a) your breach of any certification, covenant, obligation, representation or warranty in these Terms;
(b) violation of any third party right;
(c) any claims that any material submitted or uploaded onto the Application, violates or infringes any third party Intellectual Property Rights, or has caused damage to a third party; and
(d) our permitted use of any User Content (as modified, adapted or enhanced by you where applicable), related trademarks and logos, or images and other materials that you provide to us under these Terms.
14.1 VEMA provides you the Application. VEMA does not provide financial, investment, legal, tax or any other professional advice. VEMA is not a broker, financial advisory, investment advisor, portfolio manager or tax advisor. Nothing on or in the Application constitutes or will be construed as offering of any currency or any financial instrument or as investment advice or investment recommendations. You acknowledge and agree that VEMA is not responsible for your use of any information that you obtain on the Application and your decisions made in reliance of the Application or your interpretations of the data found in the Application are your own, for which you have full responsibility and you expressly agree that you use the Application at your sole risk.
14.2 VEMA will strive to ensure accuracy of information listed on this website although it will not hold any responsibility for any missing or wrong information. No content on the Application is tailored to the specific needs of any individual, entity or group of individuals. VEMA expresses no opinion as to the future or expected value of any currency, security or other interest. Content on the Application may not be used as a basis for any financial or other Application without the express prior written consent of VEMA.
14.3 You acknowledge that some content provided on the Application is submitted to VEMA by unrelated third-party providers. VEMA does not review all content for accuracy, does not review content for completeness or reliability, and does not warrant or guarantee the accuracy, completeness, reliability or any other aspect of any content. The performance of the Application is directly linked to the performance of the unrelated third-party services. VEMA disclaims all responsibility of non-performance of the software caused by non-performance of unrelated third-party services.
14.4 To the maximum extent permitted by applicable law and excluding any Non-Excludable Conditions, except as expressly provided herein, your use of the Application is provided to you “as is” and “as available”. VEMA, its respective directors, officers, employees and agents expressly disclaim all other representations, endorsements, warranties, and conditions, express or implied, including, without limitation, any representation, warranty or condition of merchantability, fitness for a particular purpose, title, or non-infringement, completeness, security, reliability, suitability, accuracy, currency or availability, error-free, uninterrupted, that defects will be corrected, that our software or the server that makes it available are free of viruses or other harmful components or any warranty arising from a course of dealing, performance, or trade usage.
14.5 Except for any Non-Excludable Conditions, your sole remedy and our sole obligation to you or any third-party for any claim arising out of your use of the Application, is that you are free to cancel your subscription and discontinue your use of the Application at any time (see clause 4.7 above for information on how to cancel your subscription).
15. MODIFICATIONS TO THE TERMS
15.1 We may modify these Terms or the Policies (and update the pages on which they are displayed) from time to time. We will send notification of such modifications to your account or advise you the next time you login.
15.2 When you actively agree to the terms (for example, by clicking a button saying “I accept”) or use the Application in any manner after the notification referred to in clause 15.1 the modified terms will be effective immediately. In all other cases, the amended terms will automatically be effective 5 days after they are initially notified to you.
15.3 If you do not agree with any changes to these Terms (or any of our Policies), your sole recourse is to terminate your Account and discontinue your use of the Application.
16. NO AGENCY
No agency, partnership, joint venture, employee-employer or other similar relationship is created by these Terms. You have no authority to bind us, our related entities or affiliates in any way whatsoever.
17.1 (Jurisdiction ) These Terms is governed by the laws of New South Wales, Australia. Both parties submit to the exclusive jurisdiction of the courts of New South Wales, Australia.
17.2 (Several ) The provisions of these Terms are severable, and if any provision of these Terms is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforceable.
17.3 (Assignment )
(a) We may assign or novate these Terms to a third party without your consent. In the event of an assignment or novation, you will remain bound by these Terms.
(b) These Terms may not be assigned by you without our prior written consent and any attempt made by you to assign without such consent will be null and void.
17.4 (Entire Agreement ) These Terms sets out the entire understanding and agreement between both parties with respect to its subject matter and supersedes all prior or contemporaneous understandings regarding such subject matter.
“Account” means an active account for the Application held by a Customer.
“Applicable Laws and Regulations” means all laws, statutes, regulations, edicts, by-laws, mandatory codes of conduct, standards and guidelines, whether local, state, federal, international or otherwise existing from time to time to which that party is subject and which is relevant to that party’s rights or obligations.
“Application” means VEMA’s proprietary, non-commercially available cloud hosted web-based trading solution, Applications platform interfaces, services, features and/or functionalities.
“Confidential Information” means confidential, proprietary and/or trade secret information related to the Application and/or us, including (without limitation), the features, functionality and existence of the Application, any know how, trade secrets, computer programs, source codes, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, financial information, trading plan reports or other reports made available to you.
“Customer or you” means the person using the Application.
“Force Majeure Event” affecting a party means a circumstance beyond the reasonable control of that party causing that party to be unable to observe or perform on time an obligation under these Terms, including acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage, revolution and acts of war and war, general strikes, embargos and any power, water, other utility shortage, or pandemics and associated government measures. For the avoidance of doubt, an event affecting a subcontractor of a party is not beyond the reasonable control of that party unless the event affecting the subcontractor is itself a Force Majeure Event.
“Intellectual Property Rights” means all intellectual property rights, including:
(a) patents, copyright, rights in circuit layouts, registered designs, trademarks and the right to have confidential information kept confidential; and
(b) any Application or right to apply for registration of any of those rights.
“Non-excludable Condition” means any implied condition, warranty or guarantee in a contract, the exclusion of which would contravene the law or cause any part of the contract to be void.
“Payment Information” means credit card or debit card number, the expiration date of the credit card or debit card and your address for billing and email address for delivery.
“Price Page” means the page on the VEMA website at https://www.vematrader.com/plans on which the subscription period, details and fees are displayed, which may be changed by VEMA at any time without written notice to you.
“Subscription Fee” means the monthly or yearly fee that you are required to pay to VEMA for access to the Application for the subscription period, which is displayed on the Price Page, but may be changed by VEMA at any time without written notice to you.
“Third Party Services” means the promotions and links to services offered by third parties or integration of third party tools and services, as may be featured on the Application from time to time.
“Terms” means the most updated version of these legally binding terms and conditions between VEMA and you.
“VEMA” (we, our , or us) means Vema Trader Pty Ltd ACN 649 243 443.
Rules of Interpretation:
In the Agreement and all Policies, except where the context otherwise requires:
(a) the singular includes the plural and vice versa, and a gender includes other genders;
(b) another grammatical form of a defined word or expression has a corresponding meaning;
(c) a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
(d) a reference to time is to the time in New South Wales, Australia;
(e) a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;
(f) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re‑enactments or replacements of any of them;
(g) the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;
(h) headings are for ease of reference only and do not affect interpretation;
(i) any agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally; and
(j) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of these Terms or any part of it.
Last updated: 23 December 2021