TradeFloor End User Client Agreement

This End-User License Agreement (Agreement) governs Your use of the TradeFloor software and all intellectual property rights therein (TradeFloor Software) currently provided or which will be provided by TradeFloor Pty Ltd (ACN 603 351 024, CAR No. 001306308) or any of its subsidiaries or affiliated entities (TradeFloor). 

This Agreement sets out the basis on which TradeFloor makes the TradeFloor Software available to You (User or You) and on which You may use them. TradeFloor’s Privacy Policy (Privacy Policy) which can be found at https://openmarkets.com.au/privacy-policy/, forms an integral part of this Agreement.  

By establishing an account with us for the use of the TradeFloor Software (account), you agree to accept and to be bound by (1) this Agreement and (2) the Privacy Policy at all times.  

Please read this Agreement carefully before establishing an Account or using the TradeFloor Software. 

1. TradeFloor grants You a revocable, non-exclusive, non-transferable, limited and personal license to use the TradeFloor Software solely for Your purposes and strictly in accordance with the terms of this Agreement.  
2. THE TRADEFLOOR SOFTWARE IS LICENSED TO YOU, NOT SOLD. 
3. As applicable, certain parts of the TradeFloor Software may be using third party features, some of which are managed by third-party providers for which additional terms and/or costs may apply. You must comply with such additional terms.
4. You shall not, directly or indirectly (i) sell, rent out, lease, license, distribute, market, exploit the TradeFloor Software or any of its parts commercially to any third party, (ii) reverse engineer, decompile, disassemble, adapt, reproduce, or create derivate works of this TradeFloor Software (except if the TradeFloor Software enable You through a specific feature to create, generate or submit user generated content and for which You will need to create an Account and comply with these Terms of Use), in whole or in part; (iii) remove, alter, disable or circumvent any copyright and trademark indications or other authorship and origin information, notices or labels contained on or within this TradeFloor Software and (iv) export, re-export, modify, translate, add to, distribute, transmit, publish, perform, display, disclose, archive, download, reproduce, broadcast or sell, sublicense, index or exploit any part of the TradeFloor Software or any copy of adaptation in violation of any applicable laws or regulations.  
5. While using the TradeFloor Software, You agree to comply will all applicable laws, rules and regulations. You also agree to comply with certain rules of conduct that govern Your use of the TradeFloor Software (Rules of Conduct), which are not meant to be exhaustive and can be modified at any time by TradeFloor. In all cases, You may only use the TradeFloor Software according to anticipated use of the TradeFloor Software. 
6. Our trade marks should not be used without our express written permission. Third party trade marks are hereby acknowledged. Copyright in the whole and every part of the TradeFloor Software is owned by or licensed to TradeFloor, unless otherwise indicated. For example purposes, and without limiting TradeFloor’s rights to take action against You, You may not: 
   1. create, use, share and/or publish by any means in relation to the TradeFloor Software any material (text, words, images, sounds, videos, etc.) which would be a breach of a duty of confidentiality, infringe any intellectual property right or an individual’s right to privacy or which would incite the committing of an unlawful act (in particular, piracy, cracking or circulation of counterfeit software); 
   2. modify, distort, block, abnormally burden, disrupt, slow down and/or hinder the normal functioning of all or part of the TradeFloor Software, or their accessibility to other users, or the functioning of the partner networks of the TradeFloor Software, or attempt to do any of the above; 
   3. transmit or propagate any virus, trojan horse, worm, bomb, corrupted file and/or similar destructive device or corrupted data in relation to the TradeFloor Software, and/or organise, participate in or be involved in any way in an attack on TradeFloor’s servers and/or the TradeFloor Software and/or those of its service providers and partners; 
   4. create, supply or use alternative methods of using the TradeFloor Software, for example server emulators; 
   5. spamming chat, whether for personal or commercial purposes, by disrupting the flow of conversation with repeated postings of a similar nature (where applicable); 
   6. transmitting or communicating any material or content which, in the sole and exclusive discretion of TradeFloor, is believed or deemed offensive, including, but not limited to, language that is harmful, threatening, unlawful, abusive, harassing, defamatory, disparaging, obscene, sexually explicit, or racially, ethnically, or otherwise objectionable; 
   7. harassing or threatening any other users in the TradeFloor Software; 
   8. make inappropriate use of the help service or the claim buttons or send untruthful reports to members of TradeFloor’s personnel; 
   9. falsely claim to be an employee or representative of TradeFloor or its partners and/or agents; 
   10. falsely claim an endorsement in connection with the TradeFloor Software or with TradeFloor. 

1. All title, ownership rights and intellectual property rights in and to the TradeFloor Software (including, without limitation, all text, graphics, music or sounds, all messages or items of information, themes, objects, effects, slogans, domain names and any other elements which are part of the TradeFloor Software, individually or in combination) and any and all copies thereof are owned by TradeFloor or its licensors. The TradeFloor Software is protected by national and international laws, copyright treaties and conventions and other laws. This TradeFloor Software may contain certain licensed materials and, in that event, TradeFloor’s licensors may protect their rights in the event of any violation of this Agreement. Any reproduction representation of these licensed materials in any way and for any reason is prohibited without TradeFloor’s prior permission and, if applicable, TradeFloor’s licensors’ and representatives’. Except as expressly set forth in this Agreement, all rights not granted hereunder to You are expressly reserved by TradeFloor. 
2. This License confers no title or ownership in the TradeFloor Software and should not be construed as a sale of any rights in the TradeFloor Software. 

TradeFloor may collect and store data about You in relation to Your use of the TradeFloor Software. Your privacy is important to TradeFloor and TradeFloor will not reveal Your personal data to third parties except when expressly authorised by You to do so or in special circumstances or in accordance with the Privacy Policy.  

1. By establishing an Account, You agree to implement and maintain Multi-Factor Authentication (MFA) as a security measure to protect your Account. MFA is a fundamental security requirement intended to safeguard your personal information, prevent unauthorised access, and enhance the overall security of the TradeFloor Software. 
2. MFA requires you to provide two or more verification factors during the account establishment and login process, which may include, but is not limited to, a password, a one-time code sent to your registered email or mobile device, a fingerprint scan, or other methods as determined by TradeFloor.   
3. It is your responsibility to ensure that MFA is enabled and used consistently when accessing your Account. Failure to do so may result in the suspension or termination of your Account.  
4. By agreeing to these terms, You understand that MFA is essential to maintain the confidentiality and integrity of your Account and any data associated with it. 

We will charge You, and You agree to pay, the monthly or annual Subscription Fee “Subscription Fee” for the module(s) selected (Subscription Plan) when subscribing to the TradeFloor Software. To the extent Your use of the TradeFloor Software doesn’t require payment of a Subscription Fee, the below Sections do not apply to Your Subscription Plan. 

1. All fees and charges and all prices for access to TradeFloor include GST.  
2. The Subscription Fee is charged in advance on a monthly or annual basis, until You terminate Your TradeFloor account or downgrade Your Subscription Plan.  
3. Your credit card details will be encrypted and securely stored by a third party payment solutions provider approved by us. We will not store or have access to Your credit card details. In supplying Your credit card details to our payment services provider, You authorise us to invoice and the payment service provider to process payment of Your Subscription Fees and any other outstanding amounts (as applicable) as they become due. 
4. Invoices are calculated on a monthly or annual basis, based on the Subscription Plan selected. Where You upgrade Your Subscription Plan, any additional costs payable by You will be prorated for the remaining period of the calendar month or year (as applicable) in which You upgrade Your Subscription Plan, and You will be billed on the basis of whole calendar months or years (as applicable) going forward. 
5. If we are unable to successfully process Your credit card payment for the Subscription Fee, then we may notify You of the dishonoured payment and cancel Your subscription. 
6. You must not pay, or attempt to pay, the Subscription Fee through any fraudulent or unlawful means. 
7. No refunds or credits for Your Subscription Fee will be provided if You elect to downgrade or terminate Your Subscription Plan. In the case of a downgrade, the new Subscription Fee for the downgraded Subscription Plan will apply from the beginning of the calendar month or year following the month or year (as applicable) in which the Subscription Plan was downgraded. 
8. Changing Your Subscription Plan may cause loss of content, features, or capacity of the service You receive on TradeFloor, and we do not accept any liability for losses arising as a direct or indirect consequence of this. 

1. YOU EXPRESSLY ACKNOWLEDGE THAT USE OF THE TRADEFLOOR SOFTWARE IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE TRADEFLOOR SOFTWARE IS SUPPLIED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TRADEFLOOR, TRADEFLOOR’S LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS DO NOT MAKE AND HEREBY DISCLAIM ANY GUARANTEES, CONDITIONS, WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY OR OTHER TERMS INCLUDING AS TO: (A) ITS CONFORMITY, ACCURACY, CURRENTNESS, COMPLETENESS, RELIABILITY OR SECURITY (B) ITS SUITABILITY FOR A PARTICULAR USE; (C) IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT; (D) ITS MARKET VALUE; OR (E) YOUR SATISFACTION. TRADEFLOOR DOES NOT WARRANT THAT THE TRADEFLOOR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED IMMEDIATELY. YOU ASSUME ALL RESPONSIBILITY FOR SELECTING THE TRADEFLOOR SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE TRADEFLOOR SOFTWARE. 
2. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL TRADEFLOOR, TRADEFLOOR’S LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS BE LIABLE FOR LOSS OR DAMAGE SUFFERED IN CONNECTION WITH THE USE OF THE TRADEFLOOR SOFTWARE OR ANY RELATED THIRD-PARTY SERVICE. THIS INCLUDES WITHOUT LIMITATION (A) ALL LOSSES OF ANY KIND, WHETHER IN TORT (INCLUDING FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT) OR OTHERWISE, (B) DIRECT LOSS; (C) ACCIDENTAL LOSS, (D) INCIDENTAL LOSS, (E) CONSEQUENTIAL LOSS, AND (F) INDIRECT LOSS.  
3. NOTWITHSTANDING THE AFOREMENTIONED LIMITATIONS OF LIABILITY, YOUR SOLE REMEDY IN THE EVENT OF A DISPUTE WITH TRADEFLOOR OR ITS LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS IS TO CEASE TO USE THE TRADEFLOOR SOFTWARE; AND IF APPLICABLE, SEEK DAMAGES FOR YOUR LOSSES. FOR ANY TRADEFLOOR SOFTWARE PURCHASED FOR USE THAT WOULD NOT MEET THE APPLICABLE LEGAL WARRANTIES, TRADEFLOOR’S LIABILITY IS LIMITED TO THE REFUND (DIRECTLY OR INDIRECTLY THROUGH ITS CHANNEL PARTNERS OR ASSOCIATED SERVICE PROVIDERS) OF THE PURCHASE PRICE OF THE TRADEFLOOR SOFTWARE. IN NO EVENT TRADEFLOOR, ITS AFFILIATES, LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS BE LIABLE FOR DAMAGES IN EXCESS OF ANY AMOUNT YOU HAVE PAID TO TRADEFLOOR FOR THE TRADEFLOOR SOFTWARE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE TIME YOUR CAUSE OF ACTION AROSE. 
4. NOTHING IN THIS SECTION 5 SHALL AFFECT TRADEFLOOR’S LIABILITY ARISING FROM TRADEFLOOR’S NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION, NOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 
5. FOR PURPOSES OF THIS SECTION 5, TRADEFLOOR’S LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS ARE THIRD PARTY BENEFICIARIES TO THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN AND THEY MAY ENFORCE THIS AGREEMENT AGAINST YOU. 

1. You are solely responsible for any damage caused to TradeFloor, its licensors, channel partners and associated service providers and subcontractors, other users of the TradeFloor Software or any other individual or legal entity as a result of Your violation of this Agreement. 
2. YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND KEEP INDEMNIFIED TRADEFLOOR AND ITS AFFILIATES, THEIR LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS AND THEIR SUBCONTRACTORS AGAINST ANY CLAIM OR ALLEGED CLAIMS, LIABILITIES, LOSSES DAMAGES AND ALL COSTS (INCLUDING LAWYERS’ FEES), DIRECTLY OR INDIRECTLY ATTRIBUTABLE TO YOUR FAULT AND/OR RESULTING FROM (A) A VIOLATION OF ANY PROVISION OF THIS AGREEMENT OR (B) YOUR USE OR MISUSE OF THE TRADEFLOOR SOFTWARE.  
3. TradeFloor reserves the right to take sole responsibility, at its own expense, for conducting the defence of any claim for which You agreed to indemnify TradeFloor. The provisions of this Section 6 shall remain in force after termination of this Agreement. 

1. This Agreement shall remain in effect until terminated by You or TradeFloor.  
2. TradeFloor may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice. 
3. This Agreement will terminate immediately, without prior notice from TradeFloor, in the event that You fail to comply with any provision of this Agreement.  
4. Upon termination of this Agreement, You will no longer have access to Your Account nor will You be able to use the TradeFloor Software. 

1. This website uses cookies to monitor browsing preferences. If You allow cookies to be used we may store general information about You. For more information about how we protect Your privacy and personal information, please see our privacy policy. 
2. During the term of the Agreement, You agree to be bound by the Privacy Policy. 
3. This website may include links to other websites, which are not directly controlled by us. These third-party links are provided for Your convenience to provide You with further information. You acknowledge that they are used at Your own risk. We have no control over the nature, content and availability of these other websites and take no responsibility for the content, accuracy, or function of these other websites. 
4. If this website contains third party advertisements (such as banner ads or referral buttons), which contain embedded links to other sites where goods or services are advertised, the placement of such advertisements on this website does not constitute the recommendation or endorsement by us or any goods or services advertised by the third party. The third-party advertiser is solely responsible to You for any representations or offers made by it, and for any goods or services which You agree to purchase or acquire from those third parties. 

1. By establishing an account and selecting a Subscription Plan without liaising directly with TradeFloor, you will be considered a non-professional investor (NPI), and you having declared that your use of the TradeFloor Software is for personal use only. 
2. For the purposes of this Section, an “NPI” or “Non-Professional Investor” means any person who accesses the TradeFloor Software for their personal and private use. This expressly excludes, without limitation, the following persons: 

1. any person registered with any securities agency, regulatory or self-regulatory body;  
2. any person engaged in a financial services business or employed as a financial adviser;  
3. any person accessing or using the TradeFloor Software other than for personal use;  
4. any person accessing the TradeFloor Software in the course of their employment or in connection with any form of trade or business;  
5. any person engaging in the business of accessing or aggregating information and redistributing or otherwise furnishing that information to third parties; and
6. if this Agreement is as-between a separate user that is other than the NPI and is not accessing the TradeFloor Software in their personal capacity.  

The definition of NPI should be construed as allowing natural persons associated with non-commercial organisations (such as family investment trusts, self-managed super funds, and investment clubs), to access the Information at the Non-professional Continuous Enquiry Fee. Please note that the non-commercial organisation itself cannot be construed as a NPI, nor can any professional staff paid to support its activities – e.g. lawyers, accountants, administrative staff etc. 

    iii. If you intend on using the TradeFloor Software not for personal use (e.g. you are a professional investor or you are a financial adviser that is trading on behalf of retail clients), please contact us under Section 14. 

1. THE TRADEFLOOR SOFTWARE IS DESIGNED TO EMPOWER PERSONS WITH INFORMATION TO DEAL IN FINANCIAL PRODUCTS. HOWEVER, IT IS CRUCIAL THAT THE TRADEFLOOR SOFTWARE AND THE INFORMATION CONTAINED THEREIN IS OF A GENERAL NATURE ONLY AND DOES NOT TAKE INTO ACCOUNT YOUR UNIQUE FINANCIAL CIRCUMSTANCES, NEEDS, OR OBJECTIVES.  OUR TECHNOLOGY IS NOT A SUBSTITUTE FOR PERSONALISED, PROFESSIONAL FINANCIAL ADVICE TAILORED TO YOUR SPECIFIC SITUATION. 
2. BEFORE MAKING ANY FINANCIAL DECISIONS, WE STRONGLY RECOMMEND THAT YOU CONSIDER SEEKING FINANCIAL ADVICE FROM A PROFESSIONAL ADVISER. THIS WILL ENSURE THAT THE GENERAL ADVICE YOU RECEIVE, WITH THE ASSISTANCE OF OUR TRADEFLOOR SOFTWARE, IS ALIGNED WITH YOUR INDIVIDUAL GOALS AND CIRCUMSTANCES. WHILE WE AIM TO MAKE THE FINANCIAL DECISION-MAKING PROCESS MORE ACCESSIBLE AND EFFICIENT, THE IMPORTANCE OF PERSONALISED GUIDANCE CANNOT BE OVERSTATED.  

1. If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. 

1. TradeFloor reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision to the Agreement is material we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change to the Agreement will be determined at our sole discretion. For the avoidance of doubt, a revision to the features within the TradeFloor Software will likely not be considered a material change to the Agreement. 

1. If You have any questions about this Agreement, please contact us by visiting our website or address Your mail to the below: 

Head of Compliance  
Level 15, 388 George Street 
Sydney  NSW  2000