PROSPER PUBLISHING COMPANY
4226 JUSTICE LANE
GARLAND, TEXAS 75042
TERMS AND CONDITIONS AND NON-DISCLOSURE AGREEMENT BETWEEN BENNY J BERRY, DBA PROSPER PUBLISHING COMPANY, THE DISCLOSING PARTY, AND PURCHASER, RECEIVING PARTY, OF THE PROSPER DAY TRADING SYSTEM
GENERAL TERMS AND CONDITIONS
1. I represent myself as a private individual and do not own or manage a business which deals with trading,, buying, selling, or recommending securities to other persons or businesses.
2. I understand that trading experience and general knowledge of security markets is required to effectively use the Prosper Day Trading System. I have the following trading experience: FUTURES _____YEARS STOCKS_______YEARS BONDS_______YEARS.
3. This agreement is a contract which is personal to each End User of the Prosper Day Trading System, henceforth referred herein as the “System.” You may not enter into it on behalf of any other person, firm, legal entity, or organization. You may only into it if you are at least eighteen years of age and not prevented by law or other circumstance from entering into an agreement for the receipt and use of the System. You should read these terms and conditions carefully and retain a copy for future reference. The System is provided solely for your personal use on one computer and not for use by any other third party. This contract agreement is not transferrable to any person, entity, or oganization of any kind.
4 . You represent that you are not currently registered or qualified as a professional securities or commodities trader, investment adviser, or introducing broker with any national or state exchange, regulatory authority or professional association; If you are in any of these categories, you may individually negotiate with Prosper Publishing Company for a license to use the Prosper Day Trading System.
5. You may not otherwise redistribute or republish any data from the System to third parties. This includes buy and sell information derived from the System. Applicant is subject to a background check which must indicate the Applicant's integrity. Application may be rejected for any reason if, in the opinion of the Disclosing Party, the Applicant does not possess integrity.
NON-DISCLOSURE TERMS AND CONDITIONS
6. DEFINITION OF CONFIDENTIAL PROPRIETARY INFORMATION.
For purposes of this agreement, “Confidential Proprietary Information” shall include all information related to the proprietary trading system, PROSPER DAY TRADING SYSTEM. This includes all information furnished to the Purchaser including text manuals, software, Excel templates, videos, sound recordings, other media, and ancillary items. These items are proprietary and shall be protected as a trade secret.
7. OBLIGATIONS OF THE PURCHASER, RECEIVING PARTY.
The Receiving Party shall hold and maintain the Confidential Proprietary information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Proprietary information for their own use and no other. Receiving Party shall not, without prior written approval of Disclosing Party, publish, copy, or otherwise distribute or disclose to others, or permit the use of others for their own benefit or to the detriment of Disclosing Party, any Confidential Proprietary information. Receiving Party shall be liable for any disclosure of Confidential Proprietary information to others including, but not limited to, consequential damages.
8. OBLIGATION OF THE DISCLOSING PARTY.
The Disclosing Party hereby agrees to fully disclose the Prosper Day Trading System
to the Receiving Party which includes the formulas, backtesting, and logic on which it
is based and its application to historical prices of the S&P 500 futures. The disclosure
includes a complete manual with details of the System set forth on a CD.
9. TIME PERIODS.
The nondisclosure provisions of this Agreement shall survive the termination of this agreement and Receiving Party’s duty to hold Confidential Proprietary information in confidence shall remain in effect until the Confidential Proprietary information no longer qualifies as a trade secret since it has been made public by the Disclosing Party or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement.
10. RELATIONSHIPS.
Nothing contained in this Agreement shall be deemed to constitute either party to be a partner, joint venture or employee of the other party for any purpose.
11. SEVERABILITY.
If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall remain in full effect and shall be interpreted so as best to effect the confidential security of the disclosed information and the intent of the parties.
12. COMPLETE UNDERSTANDING OF THE PARTIES.
This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties.
13. Waiver.
The failure to exercise any right provided in this Agreement by the Disclosing Party shall not be a waiver of prior or subsequent rights.
14. APPLICABLE STATE LAWS
The Purchaser, Receiving Party, hereby agree that the laws of the State of Texas shall be applicable to this contract.
15. COMPLETE CONTRACT.
The undersigned Purchaser(s) hereby indicate his/her understanding that past results on which the system is based does not guarantee future profitability. This agreement is the complete agreement and shall not be altered except by amendments signed by B J. Berry, Prosper Publishing Company..
16. RISK DISCLOSURE.
HYPOTHETICAL OR SIMULATED PERFORMANCE
RESULTS HAVE CERTAIN INHERENT LIMITATIONS. UNLIKE AN
ACTUAL PERFORMANCE RECORD, SIMULATED RESULTS DO NOT
REPRESENT ACTUAL TRADING. ALSO, SINCE THE TRADES HAVE NOT
ACTUALLY BEEN EXECUTED, THE RESULTS MAY HAVE UNDER- OR
OVER-COMPENSATED FOR THE IMPACT, IF ANY, OF CERTAIN
MARKET FACTORS, SUCH AS LACK OF LIQUIDITY. SIMULATED
TRADING PROGRAMS IN GENERAL ARE ALSO SUBJECT TO THE FACT
THAT THEY ARE DESIGNED WITH THE BENEFIT OF HINDSIGHT. NO
REPRESENTATION IS BEING MADE THAT ANY ACCOUNT WILL OR IS
LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE
SHOWN. TRADING FUTURES AND SECURITIES OF ALL KINDS INVOLVE RISK OF LOSS OF PART OF ALL OF A TRADER’S FUNDS.
17. ONE PARTY LICENSE
This agreement is for a one person non-transferable license for the undersigned party to use the Prosper Day Trading System indefinitely for the one time fee charged by the Disclosing Party.
18. MONEY BACK GUARANTEE NOT APPLICABLE.
The Purchaser(s), the Receiving Party, hereby acknowledge that Prosper Publishing Company does not offer a money back guarantee of any kind with regard to the purchase of the PROSPER DAY TRADING SYSTEM. Information, once disclosed, cannot be reclaimed; therefore guarantee or refund of any description is not applicable in connection with the sale of the Prosper Day Trading System and this non-disclosure agreement.
19. PAYMENT
THE PAYMENT OF $_____________IS HEREBY TENDERED TO PROSPER PUBLISHING COMPANY IN PAYMENT FOR THE PROSPER DAY TRADING SYSTEM.
RECEIVING PARTY:
________________________________________________________________________
PRINTED NAME
ADDRESS
CITY STATE ZIP EMAIL ADDRESS PHONE NUMBER
________________________________________ ____________________
SIGNATURE, RECEIVING PARTY DATE