Testimonial Disclosure and Risk

TESTIMONIAL DISCLOSURE AND RISK. Unique experiences and past performance do not guarantee future results. Testimonials on MME’s website are primarily from prior students of Richard Diamond and his Market Mentor LLC trading seminars. The testimonials are non-representative of all clients; certain accounts may have less successful performance than indicated. Trading stocks, futures, options and foreign exchange currencies involves substantial risk and there is always the potential for loss. Your trading results may vary. Because the risk factor is high, only genuine "risk" funds should be used in such trading. If you do not have the extra capital that you can afford to lose, you should not trade in these markets. No "safe" trading system has ever been devised, and no one can guarantee profits or freedom from loss.

License Agreement

1. GRANT OF LICENSE. Market Mentor Edge LLC, a Texas corporation (hereinafter referred to as “MME”) hereby grants you a non-exclusive, non-transferable, monthly license to use the Market Mentor Edge Web Based Application, the Market Mentor Emini & Options Trader, and, at the sole and unlimited discretion of MME, additional permanent and/or temporary products and/or applications relating to the foregoing (all of which are hereinafter collectively referred to as the “Licensed Application”) in strict conformance with the terms and provisions herein set forth.

2. TERM. The commencement date of this Agreement shall be on the day you click the “Place Order” button displayed as part of the ordering process, and shall thereafter automatically be renewed on the same day each consecutive calendar month thereafter (each such consecutive monthly period being hereinafter referred to as a “Monthly Period”), unless and until you notify MME at least five (5) days prior to the expiration of the then current Monthly Period.

3. FEES AND BILLING. You shall pay MME a fee for each Monthly Period in the amount of Fifty-Seven and No/100 Dollars ($57) which shall be in accordance with billing terms in effect at the time the fee is due and payable. Your payment obligation is non-cancellable, and all amounts paid are non-refundable. You are responsible for paying the fee for the entire Monthly Period, whether or not the Licensed Application is actively used by you. You must provide MME with a valid credit card as a condition to this Agreement. MME charges and collects in advance for your use of the Licensed Application. MME will automatically bill your credit card or issue an invoice to you for each Monthly Period. The foregoing notwithstanding, however, MME may change the fee charged to you upon at least thirty (30) days’ prior written notice of any such fee increase, which shall be effective upon the then next Monthly Period following such 30 day notice. All fees are exclusive of all applicable taxes, levies, duties imposed by tax authorities, and you shall be responsible for the payment of all such taxes, levies and duties, excluding only Federal, state or other taxes based solely on MME’s income.

You will provide MME with complete and accurate billing and contact information, which shall include your legal name, company name, street address, email address, and name and telephone number of an authorized billing contact.

You shall update this information within thirty (30) days of any change. If any such contact information you have provided is false or fraudulent, MME reserves the right, in its sole and unlimited discretion, to terminate your access to the Licensed Application, without prejudice to any other rights or remedies MME shall have at law or in equity.

4. LIMITATIONS ON USE. You may use the Licensed Application only for your internal business purposes and shall not: (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (b) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (c) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (d) interfere with or disrupt the integrity or performance of the Licensed Application or the data contained therein; or (e) attempt to gain unauthorized access to the Licensed Application or its related systems or networks.

5. LIMITATION ON COPYING, REPRODUCTION, DISCLOSURE AND CONFIDENTIALITY. (a) The Licensed Application is the property of MME, and no title or ownership to the Licensed Program or any of its constituent parts, including documentation, is transferred to you. Your use of the Licensed Program is absolutely subject to the terms and provisions of this Agreement as well as all laws protecting trade secrets, know-how and the like.

(b) You are prohibited from creating any copies or otherwise replicating the Licensed Application or any part thereof (including but not limited to any manuals, instructional materials and other documentation which may come into your possession).

(c)       You shall keep confidential the contents of the Licensed Application, which includes trade secrets, and you shall neither publish nor disclose to any third party, any information which is confidential or proprietary to MME.

(d)       You shall neither disassemble, decompile or reverse engineer the Licensed Application or any constituent part thereof, nor attempt to do so for any purpose whatsoever.

(e)              You shall not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Licensed Application in any way.

(f)               You shall not modify or make derivative works based upon the Licensed Application.

(g) You shall not create Internet "links" to the Licensed Application or "frame" or "mirror" any constituent part of the Licensed Application on any other server or wireless or Internet-based device.

(h) You shall take all reasonable measures to safeguard the Licensed Application to prevent its unauthorized use in order to protect and maintain the confidentiality of the Licensed Application. You shall at the minimum take those precautions you employ to protect your own confidential information, which you agree is a high level of precautions. All provisions of this Agreement relating to confidentiality shall survive the termination or expiration of this Agreement. By your use of the Licensed Application, you acknowledge and agree that any violation of the terms hereof shall cause MME irreparable damage for which monetary damages may be inadequate and you agree that MME shall be entitled to injunctive relief in addition to and not in lieu of other remedies it may possess, including the recovery of damages.

6. YOUR RESPONSIBILITIES. You are responsible for all activity occurring under your User Name and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Licensed Application, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (a) notify MME immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (b) report to MME immediately and use reasonable efforts to stop immediately any copying or distribution of the Licensed Application that is known or suspected by you; and (c) not impersonate another MME user or provide false identity information to gain access to or use of the Licensed Application.

7. WARRANTY AND LIMITATION OF LIABILITY. MME warrants that the Licensed Application shall be free from defects in materials and workmanship under normal use during the term hereof (this warranty does not apply to defects that arise out of causes beyond MME’s reasonable control). However, you understand and agree that the Licensed Application is of such complexity that it may have errors or defects. In that event, MME’s sole liability shall not exceed the amounts actually paid by and/or due from you in the thirty (30) day period immediately preceding the event giving rise to such claim.

MME disclaims all liability for the use or interpretation by others of the licensed Application and the data therein contained. You are solely responsible for decisions based on the data, and in exchange for using the licensed Application you shall indemnify and hold harmless MME, its members, managers, employees, agents, representatives and affiliates from and against any claims for damages, costs and expenses arising from any decision that you make with the licensed application and the data therein contained and/or your use of the Licensed Application or the data therein contained.

THE FOREGOING IS IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABLILITY AND FITNESS, AND IN LIEU OF ALL OBLIGATIONS AND LIABILITIES ON THE PART OF MME FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE LICENSED APPLICATION, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE LICENSED PROGRAM, WHETHER IN A CONTRACT OR TORT ACTION, INCLUDING NEGLIGENCE, EVEN IF MME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. NON-PAYMENT AND SUSPENSION. In addition to any other rights and remedies MME has at law or in equity, MME reserves the right to suspend or terminate this Agreement and your access to the Licensed Application if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest accruing at the rate of one and one-half percent (1½%) per month on any outstanding balance, or the maximum permitted by applicable law, whichever is less, plus all expenses of collection, including, but not limited to, reasonable attorneys’ fees. You will continue to be charged fees pursuant to this Agreement for any Monthly Period during the suspension of this Agreement. You agree that MME may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

MME reserves the right to impose a reconnection fee, in the event this Agreement is suspended and thereafter request access to the Licensed Application. You agree that MME has no obligation to retain any information pertaining to you and/or to your use of the Licensed Application, and that any such information may be irretrievably deleted if your account is delinquent thirty (30) days or more.

9. TERMINATION FOR CAUSE. Any breach of your payment obligations, or any unauthorized use of the Licensed Application or data therein contained, will be deemed a material breach of this Agreement. MME, in its sole and unlimited discretion, may terminate your password, for use of the Licensed Application, if you breach or otherwise fail to comply with this Agreement. You agree that MME has no obligation to retain any information pertaining to you and/or to your use of the Licensed Application, and MME may, at its sole and unlimited discretion, irretrievably delete any information, if you have materially breached this Agreement, including, but not limited to, your failure to pay outstanding fees, and such breach has not been cured within thirty (30) days from and after notice of any such breach.

10. INTERNET DELAYS. Your use of the Licensed Application may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. MME shall not, under any circumstances, be responsible for any delays, delivery failures, or other damages resulting from any such problems.

11. MODIFICATION TO TERMS. Except for actions taken by MME for which this Agreement sets forth express time limits before any such action may be taken, MME reserves the right to modify the terms and provisions of this Agreement or its policies relating to the Licensed Application, effective upon posting of an updated version of this Agreement on the Licensed Application. You are responsible for regularly reviewing this Agreement. Continued use of the Licensed Application after any such changes shall constitute your consent to such changes. The foregoing notwithstanding, MME makes no commitment to update the License Application or data therein contained.

12. LAW, JURISDICTION AND VENUE. This Agreement shall be interpreted in accordance with the law of the State of Texas applicable to agreements made and to be wholly performed within the State of Texas . The parties irrevocably consent to the exclusive jurisdiction and venue of the State of Texas Courts , located in Austin , Texas in connection with any action or proceeding arising out of or relating to this Agreement.

13. PAYMENT OF EXPENSES. MME shall be entitled to and you shall pay to MME all of MME’s cost, expenses and reasonable fees of its attorney(s) which MME shall incur in connection with any action relating to the terms, covenants, conditions and/or agreements set forth in this Agreement.

14. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties.

15. TESTIMONIAL DISCLOSURE AND RISK. Unique experiences and past performance do not guarantee future results. Testimonials on MME’s website are primarily from prior students of Richard Diamond and his Market Mentor LLC trading seminars. The testimonials are non-representative of all clients; certain accounts may have less successful performance than indicated. Trading stocks, futures, options and foreign exchange currencies involves substantial risk and there is always the potential for loss. Your trading results may vary. Because the risk factor is high, only genuine "risk" funds should be used in such trading. If you do not have the extra capital that you can afford to lose, you should not trade in these markets. No "safe" trading system has ever been devised, and no one can guarantee profits or freedom from loss.

Trading stocks, futures, options, and foreign exchange currencies on margin carries a high level of risk, and may not be suitable for all investors. The high degree of leverage can work against you as well as for you. Before deciding to invest you should carefully consider your investment objectives, level of experience, and risk appetite. The possibility exists that you could sustain a loss of some or all of your initial investment and therefore you should not invest money that you cannot afford to lose. You may be liable for losses that exceed the amount of margin that you post. You should be aware of all the risks associated with trading stocks, futures, options, and foreign exchange currencies, and seek advice from an independent financial advisor if you have any doubts.

16. 30-DAY MONEY BACK GUARANTEE. If for any reason whatsoever you are dissatisfied with the Licensed Application, you may terminate this Agreement by written notice to MME which must be received by MME within forty (40) days after the commencement date of this Agreement, and upon such termination, MME shall refund the fee it shall have received from you for the first 30 or 31 day period (as the case may be) following the commencement date.

17. NOTICES. All notices, requests, consents and other communications to MME shall be in writing and communicated by you to MME as follows: accounting@marketmentoredge.com

18. SEVERABILITY. If any clause, phrase, provision or portion of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable under applicable law, such invalidity or unenforceability shall not affect, impair or render invalid or unenforceable the remainder of this Agreement nor any other clause, phrase, provision or portion hereof, nor shall it affect the application of any clause, phrase, provision or portion hereof to other persons or circumstances.

19. SUCCESSION. This Agreement and all its terms and provisions shall be fully binding upon and inure to the benefit of and be enforceable by the parties' successors and assigns.