LICENSE AGREEMENT

LICENSEE DETAILS

This Agreement sets out the terms upon which the Company agrees to make available to the Licensee named above the following materials:

• The DVD Series entitled The Mastery of Stock Market Intelligence™;
• The Audio CD Series entitled The Mastery of Stock Market Intelligence™;
• The user manuals and other printed matter expanding upon the matters discussed in the DVD and Audio CD Series;
• The FFI Customised Trading Software;
• The FFI Trading Register;
• The FFI support structures, as applicable to your location;
• Information in relation to products or services developed or owned by the Company;
• Provisions outlining the basis upon which any updates published by the Company in the future will be made available, if applicable.

TERMS AND CONDITIONS OF LICENSE
THIS LICENSE is granted by the Company to the Licensee named and described in the section entitled “Licensee Details” (“Licensee”) on the terms and conditions appearing below:
1. INTERPRETATION
1.1 In this License:
“Company” means Financial Freedom Institute ABN 67 099 293 571
“FFI” means Financial Freedom Institute and Associates.
“Information” means the information contained in the FFI Materials and FFI Services.
“Manual” means the instruction booklet or booklets to be made available by the Company to the Licensee in accordance with this Agreement.
“Materials” means the DVD’s, Audio C.D’s, Manuals, FFI Customised Bourse Data Trading Software, Newsletters, FFI Flowchart, FFI Trading Register and other printed / verbal intellectual property collectively.
“Update” means any written publication and verbal communication agreed to be made available by the Company to the Licensee other than the Materials.
“DVD” means the Digital Video Disks to be made available by the Company to the Licensee in accordance with this Agreement.
“Audio CD’s” means the Audio Compact Disks to be made available by the Company to the Licensee in accordance with this Agreement.
“Licensee” means the single License holder of the MSMI Educational Program.
“Co-Licensee” means the secondary Licensee for the MSMI Educational Program. This service is provided at an additional nominated fee.
“Website” means the Financial Freedom Institute website located at http://www.ffi.com.au

1.2 In this Agreement, unless the context otherwise requires:
(a) Words importing the singular number shall include the plural and vice versa;
(b) Words importing a gender shall include all other genders; and
(c) Derivatives of any term to which a meaning is assigned by this Agreement shall have corresponding meanings.
1.3 References in this Agreement to the consent of the Company mean the consent previously given in writing by the Company and any such consent may be granted, refused, or granted subject to conditions at the Company’s discretion.
1.4 References to “loss” or “liability” are to any direct or indirect loss, damage, cost, expense or other legal or financial liability or detriment whatsoever and however arising and “claims” includes demands, suits, actions, proceedings, and judgments or awards.
1.5 A reference in this Agreement to an Associate of a person is a reference to a person who is associated with that person as defined in the Corporations Act 1989 and includes the person’s servants and agents.
1.6 This Agreement shall be subject to and construed in accordance with the laws of the State of Victoria, Australia.
1.7 If any provision of this Agreement shall be invalid or unenforceable in accordance with its terms, all other provisions which are self-sustaining and capable of separate enforcement without regard to the invalid or unenforceable provisions shall continue to be valid and enforceable in accordance with their terms.

2. DISCLAIMER
2.1 This Agreement is governed by and hereby incorporates by reference the Disclaimer located at http://www.ffi.com.au
2.2 The information is made available to the Licensee solely for the purpose of enabling the Licensee to gain greater factors influencing movements in relevant financial markets and to give consideration to the appropriateness of application of that knowledge to the Licensee’s own circumstances. It is of the nature of general comment only and neither purports, nor is intended, to be advice on any particular transaction or matter.
2.3 While every care has been taken by the Company in the preparation of the information, it is based upon research and other data available to the Company and opinions held by it at the time of publication, and its reliability is subject to constantly changing economic, market, industry and legal conditions.
2.4 The information is not of the nature of advice as to particular investments nor particular areas of investment. Rather, it relates to analytical procedures which may assist the Licensee.
2.5 Neither the Company nor any Associate of the Company implies or guarantees that any or specified profits are able to be made from the use of the Information nor that losses will not occur as a result of the use thereof nor do they accept any responsibility of liability for any such losses.
2.6 Neither the Company nor any Associate of the Company warrants the suitability or applicability of the Information or any of it and each expressly disclaims any liability to the Licensee or any person in respect of anything done and the consequences of any action taken or omitted to be taken by any person in reliance (whether wholly or partially) upon the whole or part of the Information.

3. GRANT AND EXTENT OF LICENSE
3.1 This Agreement is governed by and hereby incorporates by reference the Terms of Service located at http://www.ffi.com.au
3.2 In consideration of the payment by the Licensee to the Company of the sum previously advised to the Licensee (“the License Fee”) the Company grants the Licensee a non-exclusive License to use the Materials for the Licensee’s own use, subject to the conditions set out in this License.
3.3 The rights given by this License shall be limited to those stated in Clause 3.1 and Clause 3.2. Those rights do not permit the Licensee to:
(a) use the Materials or the Information for any purpose other than that indicated; or
(b) copy, make extracts from or otherwise reproduce in whole or in part the Materials or the Information; or
(c) broadcast or otherwise display the Materials to any other person; or
(d) alter, modify or otherwise interfere with the Materials; or
(e) disclose the Information.
3.4 In addition, the Licensee agrees to use its best endeavours to ensure that these terms and conditions are adhered to by all Associates of the Licensee.

4. TERM
4.1 This License shall take effect from the date hereof.
4.2 This License shall continue in force until terminated exclusively by FFI as referenced in the section Termination and Consequence of Termination in this Agreement.

5. PROPERTY IN FFI INFORMATION
5.1 The Materials are made available to the Licensee solely for the purpose of enabling the use by the Licensee of the Information contained within them and property in and the legal and beneficial title to the Materials shall at all times remain vested in the Company.
5.2 The Licensee shall keep the Materials in a safe place at all times and, in particular, shall not store any of the Materials in such a manner that they could be stolen, copied or otherwise dealt with inconsistently with the rights of the Company.

6. LICENSE PERSONAL TO LICENSEE
6.1 This License is personal to the Licensee who is not entitled to assign the benefit of or any of its rights under it in any way whatsoever nor sub-License the use of the whole or any part of the Materials without the Company’s written consent.

7. INFORMATION CONFIDENTIAL
7.1 The Licensee acknowledges that the Information is confidential information disclosed to the Licensee solely for the purposes of this License.
7.2 The Licensee undertakes and agrees not to disclose the Information to any other person nor to use the Information for any purpose other than that which it is disclosed to the Licensee (except insofar as part of the information is in the public domain otherwise than as a result of a breach of this License or any similar License given by the Company to another person and then only in respect of that part of the Information).
7.3 The Licensee agrees that the FFI material is strictly confidential and remains the copyright and proprietary of FFI. The Licensee agrees to not adopt or use the FFI material for any other purpose; especially not to conduct any other promotional or marketing activity without the prior written consent from the Managing Director of FFI. FFI made every effort to ensure that the FFI material was accurate at time of press, but the FFI material can be altered at any time without notice.

8. FORCE MAJEUR AND LIABILITY OF COMPANY
8.1 The Company shall not be liable to the Licensee or otherwise in respect of any failure to perform or delay in performance of the Company’s obligations under this Agreement arising out of industrial disturbances, accident, governmental restrictions, natural calamities, war, shortage of suitable equipment, materials, parts or labour or any other cause (whether like or unlike the foregoing) beyond the Company’s control. In such circumstances, the Company shall be relieved of its obligations to the extent that the Company is so unable to perform.
8.2 Subject to clause 8.3, the Company shall not be responsible for any loss (whether of Licensee or otherwise) in respect of:
(a) the materials not being of suitable design, utility or construction for the Licensee’s use generally or for any specific use made known by the Licensee to the Company; or
(b) any inaccuracy, omission or error in the Information; or
(c) any use of the Information otherwise than for the purposes set out in this License.
8.3 Where any law in force in the jurisdiction in which this Agreement is made prohibits the Company from excluding its liability to the Licensee at all or in the manner set out in Clause 8.2, the invalid provision of Clause 8.2 shall not apply but the Company shall be taken to have excluded its liability to the maximum extent permitted by those laws consistent with the terms of that clause after severance of the invalid provision.

9. TERMINATION AND CONSEQUENCE OF TERMINATION
9.1 The Company may terminate this License forthwith at any time after the occurrence of any one of the following events:
(a) any breach by the Licensee or an Associate of the Licensee of any provision of this License; or
(b) any cheque given by the Licensee in payment of an amount under this License not being
duly honoured on presentation; or
(c) the bankruptcy of the Licensee; or
(d) the Licensee being a company going into liquidation other than for the purpose of reconstruction; or
(e) execution being levied upon any of the assets of the Licensee; or
(f) the Licensee entering into any arrangement or compromise with its creditors.
9.2 The Licensee will, forthwith upon termination, return to the Company (at Licensee’s cost), any Materials or copies or extracts thereof in the Licensee’s possession, power or control and will, if required by the Company, furnish to the Company forthwith upon demand a statutory declaration made by the Licensee as to the Licensee’s compliance with these requirements.

10. MISCELLANEOUS PROVISIONS
10.1 Failure by the Company to enforce any of the provisions of this License at any time shall not be construed as a waiver of the Company’s rights or affect the validity of this License nor prejudice the Company in respect of any subsequent action under it.
10.2 The Licensee agrees to keep the Company notified of all changes in the particulars set out in this License in respect of the Licensee’s details.
10.3 Any notice to the Licensee may be given by emailing, posting or delivering it to the respective address indicated on this License or subsequently by notification to the Company by the Licensee.
10.4 The Licensee shall be deemed to have acquired the Materials for the purposes of this License notwithstanding any indication to the contrary specified to the Company or an Associate of the Company in connection with that acquisition.

11. UPDATES
11.1 The Licensee acknowledges that the Company may (but is not obliged to) publish Updates in the future and that, subject to:
(a) the payment of any further fee imposed by the Company in respect of those Updates; and
(b) any different or additional terms and conditions imposed by the Company in connection with the supply of Updates to the Licensee, any such Update agreed by the Company to be made available to the Licensee will be made available as if the Update were a Manual under this License and subject to the same disclaimers and acknowledgments as contained in this License in respect of Manuals and Information contained within them.
11.2 Nothing in this Agreement shall oblige the Company to:-
(a) publish any Updates; or
(b) make any Updates available to the Licensee:
• at all; or
• on any particular terms or conditions, nor shall anything in this Agreement be taken as implying or representing an intention on the Company’s part to do so.

12. NEW PRODUCTS
12.1 The Licensee acknowledges that the Company may (but is not obliged to) produce additional products or services and that, subject to:
(a) the payment of any fee imposed by the Company in respect of those products or services; and
(b) any different or additional terms and conditions imposed by the Company in connection with the supply of future products or services to the Licensee, any such new product or service agreed by the Company to be made available to the Licensee, will be made available as if the new product or service were a Manual under this License and subject to the same disclaimers and acknowledgments as contained in this License in respect of Manuals and Information contained within them.
12.2 Nothing in this Agreement shall oblige the Company to:
(a) produce any new products or services; or
(b) make any new products or services available to the Licensee:
• at all; or
• on any particular terms or conditions, nor shall anything in this Agreement be taken as implying or representing an intention on the Company’s part to do so.

13. ACKNOWLEDGEMENTS BY LICENSEE
13.1 The Licensee acknowledges that:
(a) the facilitator, Nik Halik, is an authorised representative of Falconer Bellomo & Company Limited ABN 69 006 970 930, Australian Financial Services License (AFSL) 244315, is PS146 Compliant and holds an AFMA Diploma of Financial Services accreditation.
(b) FFI acts as a promoter and co-ordinator of this program.
(c) all FFI material inclusive, but not limited to, proposals, documents, concepts, ideas, offers, features, charts & quotes, calculations, formulae, intellectual property, strategies and any other FFI materials, whether written or oral, referred to or provided to the Licensee, has been obtained by the facilitator solely from his own experiences as an investor and is referred to or provided as general educational information only which:
• will require further research to identify its application to the specific requirements of the Licensee;
• will, dependant on the further research to be undertaken as referred to above, require modification to appropriately apply to the specific requirements of the Licensee; and
• is referred to or provided by way of example only and is not intended to be nor is it accepted as specific investment recommendations or advice for the Licensee.
(d) the laws relating to finance, property, investment, taxation are constantly changing and that whilst all care is taken in the formulation, presentation and dissemination of the information, the facilitator does not warrant the accuracy or appropriateness of the information for the Licensee’s specific investment requirements.
(e) any investment decisions made by the Licensee, whether as a result of information provided by the facilitator or otherwise, will be undertaken only after:
• consideration of all relevant facts or issues
• obtaining independent financial, investment and legal advice.
(f) all intellectual material is subject to copyright and is proprietary of FFI.
(g) the Licensee is not authorised nor shall he/she photograph and/or record any FFI event in which he/she is participating.
(h) the Licensee shall not duplicate by any means whatsoever any of the information.
(i) FFI may hold shares in the companies presented and may be entitled to commissions on certain products.
(j) if the Licensee is found to be recording any FFI event by any form of recording media, the said media will be confiscated and become the sole property of the facilitator. The facilitator reserves the right to exclude the Licensee from the remaining portion of the FFI event if they are found with a recording device.

14. RELEASE
14.1 The Licensee releases absolutely FFI from all or any responsibility or liability for any losses, claims or demands that may be incurred as a result of the Licensee using the information for investment or other purposes.
14.2 The information is provided solely for general education purposes and neither purports nor intends to be advice.
14.3 No consideration has been given or will be given to the Licensee’s investment objectives, financial situation or specific needs of the Licensee.
14.4 Investments can rise and fall in value. The decision to invest or trade and the method selected is a personal decision and may involve an inherent level of risk. Although every effort will be made to explain the risks associated with the strategies, not all risks can or will be explained in any format.
14.5 FFI expressly disclaims any liability arising from the use of this information. FFI do not provide legal, financial or other professional advice.

15. AUTHORITY
15.1 The Licensee acknowledges that FFI may photograph and/or record any FFI event and authorises FFI to utilize any such photographs or recordings in any matter whatsoever.

16. RESTRAINT
16.1 The Licensee hereby agrees that he/she may not represent themselves, whether expressly or implied, to be in any way connected with FFI; be it representative, agent, employee, partner or in any other way.

17. PRIVACY POLICY
17.1 This Agreement is governed by and hereby incorporates by reference the Privacy Policy located at http://www.ffi.com.au
17.2 FFI are committed to protecting and maintaining the privacy, accuracy and security of the Licensee’s personal information. The personal information will be used to establish and maintain the Licensee as a client of FFI. Unless required by law or any other regulation applying to FFI, the Licensee’s personal information will not be passed on to any other parties without prior consent.
17.3 The Licensee personal information is stored securely and is available for review and can be updated as necessary.
17.4 FFI promote information privacy principles and fair information practices.