MBF Automation Terms of Service & User Agreement
SOFTWARE LICENSE AGREEMENT,
COMPREHENSIVE RISK DISCLOSURE,
LIMITATION OF LIABILITY,
AND BINDING ARBITRATION AGREEMENT
MBF Bot Trading Automation
This Software License Agreement, Comprehensive Risk Disclosure, Limitation of Liability, and Binding Arbitration Agreement (this “Agreement”) is entered into by and between Mau Bui Finance LLC, a Florida limited liability company (the “Company”), and the individual or entity accessing, purchasing, activating, or using the MBF Bot Trading Automation system (the “User”).
By accessing, installing, configuring, or using the Software in any manner, the User irrevocably agrees to be legally bound by the terms and conditions of this Agreement. If the User does not agree to all of the terms of this Agreement, the User must not access or use the Software.
1. Definitions
1.1 “Software” means the MBF Bot Trading Automation system, including any related algorithms, logic, configuration interfaces, documentation, tools, and updates provided by the Company.
1.2 “Trading Account” means any brokerage, exchange, futures, crypto, CFD, or proprietary trading account that is owned or controlled by the User and that the User chooses to connect to or use with the Software.
1.3 “Prop Firm” means any proprietary trading firm or funding provider whose accounts or capital the User may access or use in connection with the Software.
1.4 “Services” means the provision of access to the Software and any related education, support, coaching, or membership benefits offered by the Company to the User.
2. Nature of the Software; No Advisory, Fiduciary, or Agency Relationship
2.1 The Software is a proprietary technological tool that facilitates automated order generation and trade execution based on algorithmic logic, parameters, and configurations. The Software may be connected by the User to one or more Trading Accounts selected and controlled solely by the User.
2.2 The Software operates exclusively pursuant to logic structures, rules, settings, and configurations chosen, enabled, or accepted by the User. The Company does not approve, vet, supervise, or monitor individual trades, positions, strategies, or risk decisions executed in any Trading Account.
2.3 The Company does not provide investment advice, personalized financial planning, discretionary portfolio management, or any form of fiduciary, agency, or trust service to the User. Nothing in this Agreement, in the operation of the Software, or in any communication between the Company and the User shall be construed to create an investment advisory relationship, fiduciary duty, partnership, joint venture, agency relationship, or profit‑sharing arrangement. The User retains exclusive authority and responsibility over all trading decisions and capital deployment at all times.
3. Independent Decision‑Making and Non‑Reliance
3.1 The User expressly acknowledges that they are acting independently and are not relying upon the Company, the Software, or any marketing, workshops, examples, or communications from the Company for investment advice, recommendations, market forecasts, performance guarantees, or suitability determinations.
3.2 The User affirms that they possess, or will obtain from independent professional advisers, sufficient financial sophistication and understanding to evaluate the risks associated with leveraged and margin trading, derivatives and futures, digital asset markets, and automated or algorithmic execution systems.
3.3 Any decision by the User to open, fund, or maintain any Trading Account or account with a Prop Firm; to connect such account to the Software; to select leverage, position sizes, or risk parameters; or to continue using the Software is made solely in reliance on the User’s own judgment and that of any independent advisers the User may consult, and not in reliance on any statement, representation, or omission by the Company.
4. Comprehensive Risk Disclosure and Assumption of Risk
4.1 The User understands and acknowledges that trading financial instruments, including but not limited to futures, options, equities, foreign exchange, digital assets, and related derivatives, involves a substantial risk of loss. In markets where leverage or margin is used, the User may lose more than the amount of capital initially deposited.
4.2 Without limiting the generality of the foregoing, the User expressly recognizes and accepts risks including, but not limited to, market risk and volatility, sudden price gaps, adverse slippage, flash crashes, and illiquidity; leverage and margin risk, including amplified gains and losses, margin calls, and forced liquidations; execution risk, including partial fills, delayed fills, or unfilled orders; transaction cost risk, including commissions, fees, financing costs, and differences between expected and actual execution prices; system and infrastructure risk, including latency, platform downtime, connectivity failure, internet outages, virtual private server or hardware failure; application interface and integration risk, including changes to or failures in broker, exchange, or Prop Firm APIs, order rejections, malformed responses, and unannounced rule or limit changes; software and algorithmic risk, including coding defects, logic errors, misconfigurations, unexpected interactions between strategies, and unintended algorithmic behavior; third‑party risk, including insolvency, operational failure, or misconduct by brokers, exchanges, or Prop Firms; regulatory and legal risk, including regulatory intervention, trading halts, capital controls, and restrictions on certain instruments, strategies, or automated trading; cybersecurity and data risk, including hacking, unauthorized access, credential theft, data corruption, or loss of logs and records; and force majeure events beyond the Company’s reasonable control, including but not limited to natural disasters, war, terrorism, strikes, blackouts, pandemics, and government actions.
4.3 The User understands that automated trading systems may accelerate both profits and losses, including losses that occur in timeframes too short for human intervention or manual overrides. The User acknowledges that connecting any live Trading Account to the Software may result in rapid and material account fluctuations, including significant drawdowns and complete loss of account equity.
4.4 The User voluntarily, knowingly, and irrevocably assumes all risks associated with the use of the Software, the configuration, activation, and de‑activation of any automated trading, and the connection of any Trading Account to the Software. The User agrees that the Company shall bear no responsibility and shall have no liability for any financial outcome, whether gain or loss, resulting from such use.
4.5 The User acknowledges that any hypothetical performance, historical performance, backtests, or simulations provided or discussed by the Company are inherently limited and may not reflect actual trading conditions. Such results may rely on assumptions, idealized execution, or hindsight that will not apply in live markets. No representation or warranty of profitability, success, or risk limitation has been made by the Company, and the User understands that past performance does not guarantee future results.
5. License Grant and User Responsibilities
5.1 Subject to the User’s full and continuous compliance with this Agreement and timely payment of all applicable fees, the Company grants to the User a limited, revocable, non‑exclusive, non‑transferable, and non‑sublicensable license to access and use the Software solely for the User’s own trading activities and strictly in accordance with this Agreement.
5.2 The User is solely responsible for maintaining control over all Trading Accounts that the User chooses to connect to the Software, including all associated credentials, security measures, and permissions. The User shall ensure that all connections, application interfaces, bridges, servers, and platforms used with the Software are properly configured and tested before and during live operation.
5.3 The User agrees to comply with all rules, terms, conditions, and policies of any broker, exchange, or Prop Firm the User chooses to use, including without limitation any rules relating to daily loss limits, trailing drawdown, maximum position sizes, restricted trading times, news‑event restrictions, automation or copy‑trading rules, and payout or withdrawal conditions.
5.4 The User shall not share, resell, lease, lend, or otherwise provide access to the Software, any logins, or any related materials to any third party; shall not attempt to copy, modify, reverse engineer, decompile, disassemble, or derive the source code or underlying strategies of the Software; and shall not publish, disclose, or disseminate any non‑public information regarding the Software’s operation, configuration, or performance except as required by law.
5.5 The User is solely responsible for all parameters, instructions, and configurations of the Software applied to any Trading Account and for all trades, orders, and positions resulting therefrom. All profits and all losses arising from the User’s trading activities, whether assisted by the Software or not, are entirely the User’s responsibility.
6. Fees; No Refunds; Changes and Suspension
6.1 The User agrees to pay the Company the fees communicated by the Company for access to the Software and any related Services. Unless expressly stated otherwise in a separate written document, all fees are due in full in advance and are non‑cancellable and non‑refundable.
6.2 The User acknowledges and agrees that fees remain non‑refundable in all circumstances, including without limitation if the User chooses not to use or ceases to use the Software; if the User’s trading results are unsatisfactory or result in losses; if any broker, exchange, or Prop Firm restricts, suspends, or terminates any Trading Account of the User; or if the Company terminates this Agreement due to the User’s breach of its terms.
6.3 The Company may, in its sole discretion and without obligation to refund any amounts, suspend or terminate the User’s access to the Software or any portion of the Services if the User fails to pay any fee when due, breaches any provision of this Agreement, or if the Company reasonably believes the User is misusing the Software, violating applicable laws or third‑party terms, or engaging in conduct that may harm the Company, its reputation, or its other users.
7. Intellectual Property and Confidentiality
7.1 All rights, title, and interest in and to the Software, including without limitation all source code, algorithms, logic, designs, trade secrets, documentation, and trademarks, are and shall remain the exclusive property of the Company. No ownership rights are transferred to the User under this Agreement.
7.2 The User receives only the limited license explicitly granted in Section 5 and no other rights, whether express or implied. Any use of the Software or related materials beyond the scope of this Agreement is strictly prohibited.
7.3 The User agrees to treat as confidential all non‑public information relating to the Software, its configuration, operation, and performance, and any proprietary methods or processes disclosed by the Company. The User shall not disclose such information to any third party except as required by law or with the Company’s prior written consent.
7.4 Any unauthorized use, copying, disclosure, or misappropriation of the Software or the Company’s intellectual property or confidential information constitutes a material breach of this Agreement and may result in immediate termination of access to the Software and may subject the User to legal action.
8. Warranties and “As Is” Disclaimer
8.1 The User acknowledges that the Software and all related Services are provided on an “as is” and “as available” basis, with all faults, and without any warranties of any kind, whether express, implied, or statutory.
8.2 To the maximum extent permitted by applicable law, the Company expressly disclaims all warranties, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non‑infringement, accuracy, uptime, reliability, or that the Software will be error‑free or uninterrupted, or that any particular result or performance will be achieved.
8.3 The Company does not warrant that the Software will remain compatible with any particular broker, exchange, Prop Firm, or third‑party platform, and reserves the right to modify, suspend, or discontinue any feature or integration at any time, with or without notice, provided that such changes do not violate applicable law.
9. Limitation of Liability and Exclusive Remedies
9.1 To the maximum extent permitted by applicable law, the Company shall not be liable to the User for any indirect, incidental, consequential, special, punitive, or exemplary damages of any kind, whether arising in contract, tort (including negligence), strict liability, or otherwise, arising out of or relating to this Agreement, the Software, the Services, or the User’s trading activities. Such excluded damages include, without limitation, trading losses, lost profits, loss of revenue, loss of business opportunities, loss or corruption of data, business interruption, reputational harm, and third‑party claims.
9.2 To the maximum extent permitted by law, the User’s exclusive remedy for any claim arising out of or relating to this Agreement, the Software, or the Services is the discontinuation of use of the Software and, if applicable, a claim for direct damages only.
9.3 In all cases, and regardless of the form or theory of the claim, the Company’s total aggregate liability to the User shall not exceed the total amount of fees actually paid by the User to the Company under this Agreement during the twelve (12) months immediately preceding the event giving rise to such claim.
9.4 Nothing in this Agreement shall operate to exclude or limit any liability that cannot be excluded or limited under applicable law, including liability for fraud or willful misconduct, and the limitations in this Section 9 shall apply only to the extent permitted by such law.
9.5 The User acknowledges that the limitations of liability and exclusive remedy provisions set forth in this Agreement are fundamental elements of the bargain between the Parties and that, in the absence of such limitations, the fees and other terms applicable to the Software would be substantially different.
10. Indemnification
The User agrees to indemnify, defend, and hold harmless the Company and its members, managers, officers, employees, contractors, and agents from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to the User’s use or misuse of the Software or Services, the User’s trading activities, the User’s breach of this Agreement, or the User’s violation of any applicable law, regulation, or third‑party terms and conditions, including those of any broker, exchange, or Prop Firm.
11. Eligibility; Compliance; Sanctions and Illegal Use
11.1 The User represents and warrants that they are at least eighteen (18) years of age or the age of majority in their jurisdiction, whichever is higher, and that they have full legal capacity to enter into and be bound by this Agreement. If the User is acting on behalf of a legal entity, the User represents and warrants that they are duly authorized to bind such entity to this Agreement.
11.2 The User represents and warrants that they are not located in, under the control of, or a national or resident of any country or territory subject to comprehensive U.S. embargoes or sanctions, and that they are not named on any U.S. government or other applicable sanctions list. The User agrees not to use the Software or Services in any manner that would cause the Company to violate any applicable sanctions, anti‑money laundering, or counter‑terrorist financing laws.
11.3 The User agrees not to use the Software or Services for any unlawful purpose, including but not limited to money laundering, terrorist financing, fraud, or any other criminal or regulatory offense.
12. Privacy and Data Use
12.1 The Company’s collection, use, and disclosure of personal data relating to the User is governed by the Company’s Privacy Policy, as may be updated from time to time and made available by the Company. By using the Software or Services, the User acknowledges and agrees to the terms of the Privacy Policy.
12.2 The User acknowledges and agrees that the Company may collect and process technical and transactional data generated through the User’s use of the Software and Services, including logs, configuration settings, and performance metrics, for purposes of providing, maintaining, securing, and improving the Software and Services.
12.3 The Company may use de‑identified and aggregated data derived from the User’s use of the Software and Services for analytics, research, and business purposes, including marketing and product development, provided that such data does not identify the User or any specific Trading Account.
13. Governing Law; Binding Arbitration; Class Action Waiver; Jury Trial Waiver
13.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws rules and without regard to the United Nations Convention on Contracts for the International Sale of Goods.
13.2 Any dispute, claim, or controversy arising out of or relating to this Agreement, the Software, the Services, or the relationship between the User and the Company, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, shall be resolved exclusively by final and binding arbitration administered by a recognized arbitration provider such as the American Arbitration Association under its commercial arbitration rules then in effect. The seat and legal place of arbitration shall be Miami, Florida. The language of the arbitration shall be English. The arbitration agreement in this Section 13 shall be governed by the United States Federal Arbitration Act.
13.3 The User agrees that any arbitration shall be conducted only on an individual basis and not as a class, collective, consolidated, or representative proceeding. The User expressly waives any right to participate as a plaintiff or class member in any purported class, collective, or representative action against the Company.
13.4 To the extent that any claim or dispute is determined by a court of competent jurisdiction not to be subject to arbitration, the User knowingly, voluntarily, and irrevocably waives any right to a trial by jury in any action or proceeding arising out of or relating to this Agreement, the Software, or the Services.
13.5 Notwithstanding the foregoing provisions of this Section 13, the Company shall be entitled to seek temporary, preliminary, or permanent injunctive relief or other equitable remedies, without first being required to initiate arbitration, in any court of competent jurisdiction in order to protect its intellectual property, confidential information, or other proprietary rights.
14. Force Majeure
The Company shall not be liable for any failure or delay in performance of its obligations under this Agreement to the extent such failure or delay is caused by events or circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, pandemics, governmental actions, failures of telecommunications or power infrastructure, or failures of third‑party service providers. The time for performance shall be extended for a period equal to the duration of the force majeure event.
15. Electronic Acceptance
The User agrees that electronic acceptance of this Agreement, including by checking a box, clicking “I agree”, submitting an electronic form, or similar actions, constitutes the User’s electronic signature and acceptance of this Agreement to the fullest extent permitted by applicable law. The User agrees that no physical signature is required and that this Agreement and any related records may be retained and presented in electronic form.
16. Survival; Severability; Entire Agreement; Assignment; No Waiver; Headings
16.1 The provisions of this Agreement that by their nature should survive termination or expiration shall so survive, including without limitation Sections 1 through 16.
16.2 If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be enforced to the maximum extent permissible under applicable law, and the remaining provisions of this Agreement shall continue in full force and effect.
16.3 This Agreement constitutes the entire agreement between the Company and the User with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, or representations, whether written or oral, relating to such subject matter.
16.4 The Company may update or modify this Agreement from time to time. Any updated version will be made available to the User. Continued access to or use of the Software or Services after any such update shall constitute the User’s acceptance of the updated Agreement.
16.5 The User may not assign, transfer, or delegate any rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign this Agreement, in whole or in part, to any affiliate, successor, or purchaser of its business or assets without the User’s consent.
16.6 No failure or delay by the Company in exercising any right or remedy under this Agreement shall operate as a waiver of such right or remedy, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof. The headings in this Agreement are for convenience only and shall not affect its interpretation.
By accessing or using the Software, the User confirms that they have carefully read this Agreement, understand its terms, and agree to be bound by it in full.