Definitions
In this License, the following capitalized terms have the meanings set out below.
License terms governing the purchase, access, and use of MSIIA corporate AI software, research materials, documentation, and product files.
This General Use License is a binding agreement between MSIIA Quantitative Intelligence Lab (the “Licensor”) and the purchaser (the “Licensee”) governing access to and use of MSIIA software, documentation, and product materials. By creating an account, completing a purchase, or downloading any product file, the Licensee agrees to the terms of this license.
In this License, the following capitalized terms have the meanings set out below.
Subject to the Licensee's continuous compliance with this License and payment of all applicable purchase amounts, the Licensor grants the Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the purchased Product solely for Internal Use, in accordance with the terms set out in this document and any product-specific terms displayed at checkout.
The license is granted upon successful purchase confirmation and is effective from that moment forward, subject to the term and termination provisions in Section 8.
MSIIA uses a standard account and purchase-based authorization model. Product files unlock after confirmed purchase and are tied to the Purchaser Account used at the time of checkout.
The Licensee is responsible for:
Providing accurate, current account information at registration and at checkout, and keeping that information up to date.
Maintaining the confidentiality of account credentials and immediately notifying the Licensor of any unauthorized access or suspected compromise.
All activity that occurs under the Purchaser Account, including all access to and use of any Product downloaded under that account.
The Licensee may use the Product solely for Internal Use as defined in Section 1. Permitted activities include, without limitation:
Except as expressly permitted by this License or by separate written agreement signed by an authorized representative of the Licensor, the Licensee shall not, and shall not permit any third party to:
Resell, redistribute, share, lend, lease, rent, broadcast, publicly publish, or otherwise transfer the Product or any Material to any third party.
Sublicense, assign, or transfer the License or any rights granted under this License.
Reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, internal logic, algorithms, parameters, or trade secrets of the Product, except to the extent that this restriction is expressly prohibited by applicable law.
Create derivative works of the Product for resale, redistribution, or any third-party commercial benefit, including the creation of competing products that incorporate substantial elements of the Product.
Misrepresent the Product or any Material as the Licensee's own work, or remove, obscure, or alter any proprietary notice, mark, watermark, copyright notice, or attribution embedded in the Product.
Circumvent, disable, or attempt to circumvent any access control, authentication mechanism, license check, or security feature of the Product or the Licensor's purchase systems.
Use the Product in violation of applicable law, including securities, financial services, anti-money-laundering, sanctions, data-protection, or export-control law.
Use the Product to introduce malicious code, perform unauthorized penetration testing of the Licensor's systems, disrupt third-party platforms, or engage in any market-abusive or fraudulent activity.
The Product and all Materials, including all code, logic, algorithms, models, parameters, documentation, audit reports, designs, layouts, branding, names, marks, identifiers, look-and-feel, structure, and accompanying know-how, are and shall remain the exclusive property of the Licensor (or of the Licensor's licensors), and are protected by copyright, trade-secret, trademark, and other intellectual property laws.
All rights not expressly granted to the Licensee under this License are reserved by the Licensor. No title, ownership, or intellectual property right in any Product or Material is transferred to the Licensee under this License.
The Licensor may, but is not obligated to, release updates, patches, new versions, or modified Materials. Where an update is made available to the Licensee, it is provided under the terms of this License unless accompanied by a separate license.
Support, if any, is described in the product-specific documentation and the Licensor's support instructions. Support does not constitute investment advice, financial advice, custom development, or guaranteed problem resolution. The Licensor reserves the right to modify or discontinue support at any time, without liability, to the extent permitted by law.
This License is effective upon successful purchase confirmation and continues until terminated as set out in this Section.
The Licensee may terminate this License at any time by ceasing all use of the Product and permanently destroying or deleting all copies of the Materials in the Licensee's possession or control. Termination does not entitle the Licensee to any refund except as expressly provided in the Refund Policy or applicable purchase terms.
The Licensor may suspend or terminate this License immediately, on notice to the Licensee, if the Licensee breaches any material term of this License — including, without limitation, the Restrictions in Section 5 — or if account misuse, fraud, payment abuse, unauthorized redistribution, security risk, or unlawful use is detected.
On termination, the Licensee's rights under this License immediately cease. The Licensee shall promptly stop using the Product and destroy or delete all copies of the Materials within the Licensee's possession or control. Sections 5, 6, 9, 10, 11, 12, 13, 14, and 15 survive termination.
The Product and all Materials are provided “as is” and “as available”, without warranty of any kind, express, implied, or statutory, to the maximum extent permitted by applicable law. The Licensor expressly disclaims all warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, quiet enjoyment, uninterrupted operation, error-free operation, and any warranty arising out of course of dealing or usage of trade.
Without limiting the foregoing, the Licensor does not warrant that the Product will generate profits, reduce losses, achieve any target return, maintain any specific drawdown, match displayed metrics, perform according to historical or backtested results, be compatible with any specific platform, broker, data feed, or environment, or be free of defects, bugs, or interruptions.
MSIIA does not guarantee profit, return, or loss avoidance. The Licensee may lose capital. Past and modelled performance are not reliable indicators of future results.
To the maximum extent permitted by applicable law, the Licensor shall not be liable to the Licensee or to any third party for any indirect, incidental, consequential, special, exemplary, or punitive damages, including, without limitation, lost profits, lost trading gains, lost data, loss of goodwill, business interruption, or cost of substitute products, whether arising under contract, tort, negligence, strict liability, or any other theory, and whether or not the Licensor has been advised of the possibility of such damages.
To the maximum extent permitted by applicable law, the Licensor's aggregate liability arising out of or relating to this License or the Product shall not exceed the amount actually paid by the Licensee to the Licensor for the specific Product giving rise to the claim, in the twelve (12) months preceding the event giving rise to the claim.
The limitations in this Section reflect an agreed allocation of risk and are a fundamental basis of the bargain between the Licensor and the Licensee. They apply even if any limited remedy fails of its essential purpose.
Nothing in this License limits or excludes liability that cannot be limited or excluded under applicable law, including liability for fraud, willful misconduct, or gross negligence where such limitation is not permitted.
The Licensee shall indemnify, defend, and hold harmless the Licensor, its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:
The Licensee's breach of this License or any product-specific terms;
The Licensee's use, configuration, or deployment of the Product, including any trading or financial decisions made in connection with the Product;
Any unauthorized redistribution, sharing, or sublicensing of the Product by the Licensee or by any person obtaining access through the Licensee;
The Licensee's violation of any applicable law, regulation, or third-party right.
The Product, its source code, internal logic, parameters, architecture, audit notes, configuration details, and any non-public documentation provided by the Licensor constitute the Licensor's confidential information and trade secrets.
The Licensee shall (a) hold such information in strict confidence, (b) use it only for Internal Use under this License, (c) protect it with at least the same degree of care that the Licensee uses for its own confidential information of similar importance, and in no event less than reasonable care, and (d) not disclose it to any third party except as expressly permitted in this License or required by applicable law.
The Licensee's confidentiality obligations survive termination of this License indefinitely or for the maximum period permitted by applicable law.
The Licensee shall comply with all applicable laws and regulations in connection with its use of the Product, including financial services laws, securities laws, anti-money-laundering laws, sanctions, data-protection laws, consumer-protection laws, and export-control laws.
The Licensee represents and warrants that (a) the Licensee is not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive sanctions administered or enforced by the European Union, the United Nations, the United States, the United Kingdom, or the Netherlands; (b) the Licensee is not on any restricted-party or denied-persons list maintained by such authorities; and (c) the Licensee will not use the Product in or for the benefit of any such jurisdiction or restricted person.
This License is governed by and construed in accordance with the laws of the Netherlands, without giving effect to any conflict-of-laws principles that would require the application of the laws of any other jurisdiction.
The competent courts of Amsterdam, the Netherlands, shall have exclusive jurisdiction to hear and determine any dispute, claim, or proceeding arising out of or relating to this License or the Product, except where mandatory consumer-protection law in the Licensee's habitual residence provides otherwise.
The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
This License, together with the Terms of Service, Privacy Policy, Refund Policy, Product Disclosures, and any product-specific terms displayed at checkout, constitutes the entire agreement between the Licensor and the Licensee with respect to the Product and supersedes all prior or contemporaneous communications and proposals on that subject matter.
In the event of a conflict between this License and any product-specific terms displayed at checkout, the product-specific terms control to the extent of the conflict and to the extent permitted by law. The Terms of Service control over this License only on matters not specifically addressed in this License.
The Licensor may update this License from time to time to reflect changes in products, legal requirements, or operational practices. The version published at the website at the time of the Licensee's purchase governs that purchase; the latest published version applies prospectively to access and use occurring after the update.
If any provision of this License is held to be unenforceable, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intent.
The failure of the Licensor to enforce any right or provision of this License shall not be deemed a waiver of such right or provision.
The Licensee may not assign or transfer this License or any rights or obligations under it without the Licensor's prior written consent. The Licensor may assign this License in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.
Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, government action, war, terrorism, civil disturbance, labor dispute, internet or infrastructure outage, third-party platform failure, or pandemic.
Notices to the Licensor under this License shall be sent to the contact channel published on the MSIIA website. Notices to the Licensee shall be sent to the email address associated with the Purchaser Account.
Section headings are for convenience only and do not affect the interpretation of this License.
By creating an account, purchasing a Product, downloading any Material, or otherwise using the Product, the Licensee acknowledges that the Licensee has read, understood, and agrees to be bound by this General Use License, together with the Terms of Service, Privacy Policy, Refund Policy, and Product Disclosures referenced herein.