CHOMPDOLLAR EDUCATIONAL STOCK TRADING ALGORITHM AGREEMENT

This ChompDollar Educational Stock Trading Algorithm Agreement (the “Agreement”) is entered into on __________________, (herein the “Effective Date”), by and between:

Party A

Name: AVARUGHESE LLC

Address: 8 The Green, #19809, Dover, DE 19901

Email: help@chompdollar.com

and

Party B

Name: ___________________

Address: _________________

Email: ___________________

Collectively referred to as the “Parties.”

WHEREAS, Party A has developed a proprietary stock trading algorithm (the “Algorithm”) which is designed to provide users with analytical tools for trading in the stock market;

WHEREAS, Party B has expressed an interest in subscribing to Party A’s Algorithm for the purpose of enhancing their own stock trading activities;

WHEREAS, Party A desires to provide Party B with access to the Algorithm under the terms and conditions set forth in this Agreement;

WHEREAS, Party B wishes to utilize the Algorithm provided by Party A and is willing to adhere to the terms and conditions specified herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1. PURPOSE OF AGREEMENT

1.1 Development and Ownership of Algorithm: Party A represents and warrants that it has independently developed a proprietary stock trading algorithm (hereinafter referred to as the “Algorithm”), which is solely owned by Party A. The Algorithm is a complex computational tool designed to analyze stock market data and provide insights for trading activities. Party A does not authorize the use of it’s algorithm in live financial markets, any use by Party B is individual. Party B understands that use of the algorithm in live financial markets will, in all probability, result in a one-hundred percent loss of capital.

1.2 Desire to Utilize Algorithm for Educational Purposes Only: Party B acknowledges the unique nature of the Algorithm and expresses a strong interest in accessing and utilizing the Algorithm solely for educational purposes. Party B understands and agrees that the Algorithm cannot and should not be used for actual trading activities in the stock market, as Party A is not a licensed financial advisor. 

1.3 Provision of Access for Educational Purposes: Subject to the terms and conditions set forth in this Agreement, Party A agrees to grant Party B access to the Algorithm for educational use only. Party B shall use the Algorithm solely as an educational tool and shall not use it for any actual trading activities within the stock market.

1.4 Compliance with Terms: Party B agrees to adhere strictly to all terms and conditions specified in this Agreement regarding the use of the Algorithm. Party B acknowledges that any use of the Algorithm outside the scope of this Agreement may result in immediate termination of access to the Algorithm and potential legal action.

1.5 No Transfer of Ownership: It is expressly understood and agreed that this Agreement does not constitute a transfer of ownership or proprietary rights in the Algorithm from Party A to Party B. All rights, title, and interest in the Algorithm shall remain exclusively with Party A.

1.6 Purpose Limitation: The purpose of this Agreement is to set forth the terms under which Party B may access and utilize the Algorithm. This Agreement does not create any partnership, joint venture, employment, or agency relationship between the Parties.

ARTICLE 2. MONTHLY SUBSCRIPTION

2.1 Adjustment of Fee: Party A reserves the right to adjust the subscription fee at its discretion. Any such adjustments will be communicated to Party B at least one (1) days in advance of the effective date of the new fee.

ARTICLE 3. REPORTING

3.1 Financial Reporting: Party B shall provide, if requested by Party A, a monthly report detailing the educational use of the Algorithm. This report may include, but is not limited to, instances of simulated trading, educational outcomes, and any notable learnings or insights gained from the educational use of the Algorithm.
3.2 Audit Rights: Party A reserves the right to audit Party B’s compliance with the educational use terms of this Agreement. Such audits will be conducted in a manner that minimizes disruption to Party B’s educational activities.

ARTICLE 4. TERM AND TERMINATION

4.1 Duration of Agreement: This Agreement shall come into effect on the Effective Date and shall remain in force indefinitely, provided that Party B continues to provide timely monthly payments in good standing, unless terminated earlier in accordance with the provisions of this Article.

4.2 Termination for Material Breach: Either Party may terminate this Agreement forthwith by giving written notice to the other Party in the event of a material breach by the other Party of any term or condition of this Agreement. A breach shall be considered ‘material’ if it is substantial and not remedied within thirty (30) days after written notice of such breach is given to the breaching Party.

4.3 Termination for Convenience: Party A reserves the right to terminate this Agreement at any time for any reason upon providing zero (0) days written notice to Party B. Upon termination for convenience, Party B shall cease all use of the Algorithm and any related materials provided by Party A.

4.4 Effects of Termination: Upon termination of this Agreement, all rights and licenses granted to Party B under this Agreement shall immediately cease, and Party B shall discontinue all use of the Algorithm.

ARTICLE 5. CONFIDENTIALITY

5.1 Confidential Information: Party B shall regard all information related to Party A’s Algorithm, its design, its operation, and any trading activities derived from its use, as confidential (“Confidential Information”).

5.2 Non-Disclosure: Party B agrees not to disclose, disseminate, or make the Confidential Information available in any manner to any third party without the prior written consent of Party A, except as may be required by law or as necessary for the performance of this Agreement.

5.3 Protection of Confidential Information: Party B shall take all reasonable steps to ensure the protection and confidentiality of the Confidential Information and to prevent any unauthorized use or disclosure thereof.

ARTICLE 6. GOVERNING LAW

6.1 Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule. This jurisdiction applies regardless of the location or state of residence of Party B. Any legal suit, action, or proceeding arising out of, or related to, this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, notwithstanding the domicile of Party B.

6.2 Jurisdiction for Disputes: Any legal suit, action, or proceeding arising out of, or related to, this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware.

ARTICLE 7. LIABILITY

7.1 Disclaimer of Financial/Investment Advice: Party B expressly acknowledges and agrees that the Algorithm provided by Party A is intended solely as an educational tool to assist Party B in making its own fake money investment decisions. It does not constitute financial or investment advice. Party A does not hold itself out as a licensed financial advisor. The information and services provided under this Agreement are not, and should not be construed as, financial or investment advice. Party B bears sole responsibility for its investment decisions and the consequences thereof.

7.2 Non-Professional Status of Party A: Party B acknowledges and agrees that Party A, in providing the Algorithm, is not acting in the capacity of a financial or investment professional. The services and information provided under this Agreement are intended for educational purposes only and should not be relied upon for making financial or investment decisions.

7.3 Waiver of Claims: Party B hereby waives any and all claims, to the fullest extent permitted by law, against Party A for any loss, damage, cost, or expense that Party B may suffer or incur as a result of or in connection with the use of Party A’s Algorithm. This waiver includes, but is not limited to, any claims for direct, indirect, incidental, or consequential damages arising from the use of the Algorithm.

7.4 Intellectual Property Rights: Party B acknowledges that the Algorithm, including but not limited to its code, documentation, and related materials, is the proprietary intellectual property of Party A. Party B agrees not to copy, modify, distribute, sell, or disclose any part of the Algorithm without the express written consent of Party A.

7.5 Limitation of Liability: Notwithstanding anything to the contrary in this Agreement, Party A shall not be liable to Party B for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) Party B’s access to or use of or inability to access or use the Algorithm; (ii) any conduct or content of any third party on the Algorithm; (iii) any content obtained from the Algorithm; and (iv) unauthorized access, use, or alteration of Party B’s transmissions or content, whether based on warranty, contract, tort (including negligence), or any other legal theory, whether or not Party A has been informed of the possibility of such damage.

ARTICLE 8. AMENDMENTS

8.1 Written Modifications Required: This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No alteration, amendment, change, or addition to this Agreement shall be binding upon either Party unless such amendment is in writing and signed by duly authorized representatives of both Parties.

8.2 Non-Waiver: The failure of either Party to enforce any provisions of this Agreement shall not be deemed a waiver of such provisions nor of the right to enforce such provisions.

ARTICLE 9. SEVERABILITY

9.1 Validity of Remaining Provisions: If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

9.2 Reformation and Replacement: In the event of such a finding, the Parties agree to negotiate in good faith to modify this Agreement to fulfill as closely as possible the original intentions and purposes of the invalidated provision.

EXECUTION

IN WITNESS WHEREOF, the Parties hereto have executed this ChompDollar Educational Stock Trading Algorithm Agreement as of the Effective Date set forth at the beginning of this document.

PARTY A

AVARUGHESE LLC

Sign: ___________________

Name: Alexander Varughese

Founder & CEO

Date: ___________________

PARTY B

Sign: ____________________

Name: ___________________

Date: ___________________