Pelris Demo Terms

These Pelris Demo Terms (the "Terms") are an agreement between two parties. The first is Pelris Technologies LLC, a New Mexico limited liability company with its registered address at 1209 Mountain Road Pl NE, Ste 4676, Albuquerque, NM 87110, USA ("Pelris", "we", "us"). The second is the company or business for which the Terms are accepted (the "Company", "you"). Each of them is a "party".

The Terms cover the Company's access to a hosted demonstration of the Pelris trading platform and back office (the "Platform"). That access, including any extension and any later demo Pelris gives the Company, is the "Demo".

The Company accepts these Terms when a person ticks the box at the first sign-in to the Demo, or signs them electronically. That person does so on behalf of the Company. The Terms then cover every login issued for the Demo.

Key points

These key points are a summary. The full Terms below apply.

• The demo is for your company's own evaluation. It runs for the period stated in your invitation (normally 14 days from issue), and we may end it earlier.
• Keep what you see and learn confidential. We keep your information confidential too.
• Do not copy, reverse engineer or benchmark the platform, and do not use it to build a competing product.
• Do not resell the demo or share your logins with anyone outside your company.
• No real clients, no real money and no real client data. Do not present the demo as a live or licensed service.
• The demo is free and given as is. We are not responsible for anything that happens with it, including trading losses.
• You confirm that your company, its directors and its owners are not sanctioned, and that it is not based in a restricted country. You will tell us if that changes.
• English law applies. Any dispute is settled by arbitration in London.
• Using the platform after the demo needs a signed commercial agreement with Pelris.

1. The Demo

1.1 Pelris gives the Company a limited, revocable, non-exclusive and non-transferable right to use the Demo. The Company may use it only for its own internal evaluation of the Platform.

1.2 The Demo lasts for the period stated in your invitation (normally 14 days from issue). Pelris may extend it on request. An extension is confirmed in writing (email is enough) and is never automatic. The Demo logins stop working at the end of the period without further notice.

1.3 The Demo may contain simulated data. Pelris may change or reset the Demo at any time, and no service levels apply to it.

2. What the Company must not do

The Company, and anyone using its access, must not:

• onboard real clients, or invite or encourage anyone to trade on the Demo;
• deposit, accept or process any real money through the Demo;
• upload real personal data about clients or other people (use sample data only);
• present the Demo as a live, licensed or production brokerage service, or present simulated, delayed or indicative prices as prices anyone can trade on;
• resell, sublicense, rent or lend the Demo, or share its logins or access with anyone outside the Company;
• copy, scrape, decompile or reverse engineer any part of the Platform, benchmark it, or use it to build or improve a competing product;
• try to reach systems or data it has not been given access to, upload malicious code, or interfere with the Platform, its other users or Pelris's infrastructure.

Screenshots for the Company's own internal evaluation are allowed. They are Pelris's Confidential Information.

3. Confidentiality (both ways)

3.1 "Confidential Information" means any non-public information one party shares with the other in connection with the Demo or a possible business relationship between them. It may be shared in writing, orally or through access to systems. For Pelris it includes the Platform, its design and architecture, source code, pricing, commercial terms and roadmap. For the Company it includes its business plans, commercial information and anything about its clients.

3.2 Each party will:

• use the other party's Confidential Information only to evaluate a possible business relationship;
• protect it with at least the care it uses for its own confidential information, and never less than reasonable care;
• share it only with its own employees and advisers who need it for that purpose and have similar duties of confidentiality.

3.3 This section does not apply to information that:

• is or becomes public through no fault of the receiving party;
• the receiving party lawfully knew before it was shared;
• the receiving party develops independently, without using the other party's Confidential Information; or
• must be disclosed by law. The receiving party will then tell the other party promptly, where the law allows.

3.4 These duties last until three years after the Demo ends, or three years after the last disclosure if that is later. Source code and other trade secrets stay protected for as long as they remain trade secrets.

3.5 Pelris keeps all rights in the Platform and the Demo. No licence or other right is granted except the right to evaluate in section 1.

3.6 If the Company gives Pelris feedback or suggestions about the Platform, Pelris may use them to improve its products. Pelris owes no payment for this and will not name the Company.

4. Acceptable use and email

4.1 The Company, and anyone using its access, must use the Demo lawfully. It must not use the Demo to solicit clients in any place where it is not permitted to do so.

4.2 Email sent by the Platform (verification, receipts and notifications) is transactional only. The Company must not send marketing or unsolicited bulk email through Pelris sending domains or any other Pelris-operated sending infrastructure. Pelris may stop any sending at once to protect deliverability.

5. Sanctions

5.1 The Company warrants (promises) that:

• neither it nor any of its directors or beneficial owners is named on a sanctions list of the United Nations, the United States (OFAC), the European Union, the United Kingdom (OFSI) or Canada;
• it is not owned or controlled by anyone who is named on such a list;
• it is not incorporated, headquartered or operating in a Restricted Jurisdiction;
• no funds or assets connected to its use of the Platform come from a Restricted Jurisdiction or a sanctioned person.

5.2 "Restricted Jurisdictions" means Iran, North Korea, Syria, Cuba, the Crimea, Donetsk and Luhansk regions of Ukraine, any other area of Ukraine not under the control of its government, and any other country or region Pelris names in writing.

5.3 The Company will tell Pelris at once if any of this stops being true. It will cooperate with Pelris's screening checks, including by providing ownership information on request.

5.4 The Company will not make the Demo, or any service built on the Platform, available to anyone located in a Restricted Jurisdiction.

6. No warranty and no liability

6.1 The Demo is provided "as is" and "as available", without any warranty of any kind. All terms implied by law are excluded, as far as the law allows.

6.2 As far as the law allows, Pelris has no liability to the Company arising out of or in connection with the Demo or these Terms. This includes trading losses, lost profits, loss of data and any indirect or consequential loss.

6.3 Nothing in these Terms limits any liability that cannot be limited by law.

7. Suspension and the end of the Demo

7.1 Pelris may suspend or end the Demo at any time, without notice and without liability. For example, it may do so if it believes the Company has broken these Terms, or to protect the Platform, its other users or its legal position.

7.2 When the Demo ends, access stops and Demo data may be deleted. Sections 2, 3, 5, 6, 8 and 9 continue to apply.

7.3 Continued use of the Platform after the Demo requires a signed commercial agreement with Pelris, including completion of Pelris's business verification.

8. Record of acceptance

Pelris keeps a record of this acceptance. It holds the name entered, the login used, the date and time, the IP address, the approximate country and the browser. It also holds the wording of the tick box and the version and fingerprint of these Terms. The record is kept for six years after the Demo ends, as evidence of what was agreed. The privacy notice at pelris.com/privacy explains how Pelris handles personal data.

9. Authority, notices, law and disputes

9.1 The person accepting these Terms confirms that they are authorised to accept them on behalf of the Company. They also confirm that the Company is acting for business purposes, not as a consumer.

9.2 Notices under these Terms may be sent by email. Pelris writes to the address the Demo invitation was sent to. The Company writes to sales@pelris.com.

9.3 If the Company and Pelris have both signed another agreement that covers the Demo, that signed agreement prevails where it conflicts with these Terms.

9.4 These Terms, and any dispute or claim arising out of or in connection with them or the Demo, are governed by the laws of England and Wales.

9.5 Any such dispute will be finally settled by arbitration under the LCIA Arbitration Rules. The seat of the arbitration is London and its language is English. Either party may still ask any court for urgent relief, such as an injunction, to protect its Confidential Information or its rights in the Platform.