Sales Agreement

This Sales Agreement (the “Agreement”) is made as of, by, and between the undersigned individual, , with addresses at; (“Customer”); and Spyglass Equity Systems Inc. with addresses at 5250 West Century Boulevard

, Suite 608, Los Angeles, CA 90045 (“Spyglass”) (collectively, the “Parties”).

WHEREAS, Customer wishes to become a client of Spyglass by purchasing access to certain software for use in trading equities; 

WHEREAS, Spyglass is duly authorized and has the right to sell various software including the System to Customer and to its Customers generally and Spyglass is hereby willing to sell the System to the Customer under the terms and conditions set forth in this Agreement;

NOW THEREFORE, in consideration of the mutual promises set forth herein, the Parties agree as follows:

1.     Recitals.  The foregoing recitals are incorporated in and made part of this Agreement.

2.     Definitions.   The System shall mean the SEQUENCE TRADING SYSTEM (the “System”), including any updates or enhancements thereto provided by Spyglass generally during the term of this Agreement.

3.     Customer Acknowledgement and Agreement.  Notwithstanding any other communications between Spyglass and its Customers and prospects to the contrary, receipt or use of any materials provided by Spyglass at any time, distributed via any method, represents acknowledgement by such persons of this disclaimer and agreement with it's terms and conditions.

4.     System Purchase.  The client agrees that by signing below they are agreeing to purchase the System and to pay Spyglass compensation as specified in Paragraph 7 below.  Upon purchase of the System, effective as of the date of this Agreement, Spyglass agrees to deliver to Customer ownership of and access to the SEQUENCE Trading System software, access to Customer Support, access to www.spyglasseq.com and all related educational material and Customer support offered by Spyglass under the terms and conditions of this Agreement. 

5.     Customer Trades.  Customer hereby agrees to establish a brokerage account (“Customer’s Account”) and to execute a limited power of attorney granting the brokerage firm at which Customer’s Account is held the right to execute for the Customer’s Account all trades generated by the System.  Customer agrees that  the brokerage firm, its employees, agents or assigns (the “Broker”) shall have complete access to the information generated by the System and that the Broker is instructed accordingly to rely on its own expertise in executing trades generated by the System for Customer’s account.  Customer agrees that such execution by Broker is automatic, without Customer’s pre-approval and according to the best efforts of the Broker.  Customer agrees that all gains, losses and costs associated with trading generated in Customer’s Account shall remain the complete and exclusive responsibility of the Customer.

6.     Customer Support.  Purchase of the System by Customer entitles Customer to The Trader Support department is available directly at 800-731-0697 or tradersupport@spyglasseq.com.

7.     Cost.  As compensation for services provided by Spyglass under the terms and conditions set forth in this Agreement, Customer agrees to pay:

a.     Access fee of twenty thousand United States dollars ($20,000.00) for the System and related services provided by Spyglass under the terms and conditions set forth in this Agreement due at the signing of this Agreement; 

b.    A monthly, non-refundable five-hundred United States dollars ($500.00) fee for continued access to the System and related services payable on the first day after the six  (6) calendar month initial access period has expired.  Such continued Customer access fee is non-refundable, charged monthly for the continual maintenance of the System by the system developer and for continued data provision to the System. Customer may pause trading temporarily or permanently and cancel this recurring charge at any time with written notice.  If Customer has already paid for access for the particular 30-day billing period during which notice of termination is given, the monthly maintenance fees shall terminate at the end of that billing period.

8.     Disclaimer of Liability.  Spyglass and its respective shareholders, officers, directors, employees, agents, parents, affiliates, and controlling persons shall not be responsible or liable for any losses, claims, damages, or expenses (including, but not limited to, loss of profits, loss of interest or other earnings, loss of use, or direct, indirect, incidental or consequential damages or punitive, exemplary or aggravated damages), resulting from:  (a) any error, failure, fault, act of negligence or omission, or misconduct of Customer and its respective shareholders, officers, employees, agents, parents, affiliates, controlling persons and consultants; (b) Customer’s use of or inability to use the System; (c) any unauthorized use of the System; (d) any action taken by or on the instruction of any exchange, clearing house or regulatory authority; (e) failure of power, transmission or communication facilities; (f) any error, failure, fault, inadequate performance, or non-performance, malfunction, delay, omission, maintenance or inaccuracy, suspension or termination (1) resulting from any computer, hardware, equipment, software, network components, telecommunication systems, servers or any order routing system utilized in connection with the System; (2) preventing, interrupting or interfering with entry, sequencing, cancellation or execution of orders fro Customer Account, including systems failures, malfunctions, communication failures, equipment or software failures or malfunctions, system access, system capacity, high Internet traffic demand and security breaches; or (3) resulting from error, omission or delay in the report of transactions, quotations, prices, exchange rates or other market or transaction information; (g) any damage to Customer or Broker’s computer, software, modem, telephone or other property resulting from Customer or Broker's use of the System; (h) any cause or causes over which Spyglass does not have direct control including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, bugs, errors, configuration problems or incompatibility of computer hardware or software, failure or unavailability of Internet access, problems with Internet service providers or other equipment or services relating to Customer’s or Broker's computer, problems with intermediate computer or communications networks or facilities, problems with data transmission facilities or with telephone or telephone service, unauthorized access, failure of public transportation, common carrier communication or utility systems,  severe weather, earthquakes and strikes or other labor problems beyond its control; (i) any "force majeure" which shall mean war, terrorism, insurrection, riot, strike, act of God, fire, flood, extraordinary weather conditions, accident, action of government authority, enemy action, civil disturbance, rebellion, explosion, lockout, action of exchange, clearing house or clearing organization, or the insolvency, bankruptcy, receivership, liquidation or other financial difficulty of any bank, clearing broker, exchange, market, clearing house or clearing organization; or (j) any adverse tax implications of any Contract whatsoever.  Customer shall be responsible for all orders entered on its behalf in accordance with information generated by the System and Customer shall be fully liable for the settlement of any Contract arising therefrom.  The disclaimers of liability herein shall apply regardless of the form of action and forseeability of the liability, loss or damages.

9.  No Warranties.  Customer understands and agrees that the System is provided “as is” and without warranty of any kind by Spyglass with respect to transfer or receipt of market data.  Notwithstanding the efforts of Spyglass to make the System secure, Customer acknowledges that the internet is inherently insecure and that all data and transfers that occur openly on the internet and can be monitored, intercepted, rerouted, copied and read by others.  Spyglass shall have no liability if data transfers to or from the System are monitored, intercepted, rerouted, copied, or read or for the use thereof by others, or if privacy is not maintained.  There is no warranty of merchantability, no warranty of fitness for a particular purpose, no warranty of non-infringement nor any other warranty of any kind, express or implied, regarding the information or any aspect of the System or related services.  Spyglass provides no warranty for the accuracy, completeness, or timeliness of the System, related services and information.

10.  Information.  Information provided through Spyglass ("Information") has been obtained from third parties, exchanges and other information services not related to Spyglass, including, but not limited to, financial markets, information services, exchanges and other service providers (hereafter collectively referred to as "Information Providers"), through sources believed to be reliable, but the accuracy, completeness or timeliness of the Information cannot be guaranteed by Spyglass, the Information Providers or any party transmitting the Information (the "Information Transmitters"). Neither Spyglass, the Information Providers nor the Information Transmitters, shall have any liability, contingent or otherwise, to Customer for any reliance by Customer on the Information, for the timeliness, accuracy or completeness of the Information, or for any actions taken or decisions made by Customer in reliance on the Information or the System.  Customer agrees to use any information provided through the System solely for Customer’s use in connection with Customer’s Account and Customer shall not furnish, redistribute or retransmit quotes or other Information to any third party without Spyglass’s prior written consent. 

11.  Governing Law. All disputes between the Parties under this Agreement relating to the terms or performance hereof shall be governed under the laws of the state of California without regard to conflicts.    

12.  Assignment.  Customer hereby agrees that this Agreement and all the terms thereof shall be binding upon Customer’s heirs, executors, administrators, personal representatives, successors and assigns.  Customer may not assign the rights and obligations hereunder without first obtaining the prior written consent of Spyglass.  This Agreement shall inure to the benefit of Spyglass's successors and assign.

13.  Termination.  This Agreement shall remain in effect unless terminated by either Party by written notice to the other Party.  Applicable provisions shall survive any termination of this Agreement.

14.  Modifications to the Agreement; Pre-existing Agreements. Spyglass has the right to modify this Agreement in any way at any time and Spyglass will provide Customer with any notice of any modifications. 

15.  Notices.  Notices under this Agreement must be in writing and shall be deemed duly given, upon delivery, to the addresses set forth above.

16. Cancellation Policy..  CLIENTS ARE NOT ELIGIBLE FOR REFUNDS UNDER ANY CIRCUMSTANCES. Purchase of the Sequence System does not require the client to trade, nor does it require the client to ever open or use a trading account. Spyglass Equity Systems understands it is the right of the client to use or not use the Sequence System once purchased. There will be NO cancellations for any reason after signing this Client Service Agreement other than the standard 72 hour right of rescission. This begins at the time of purchase and does not exclude weekends as Spyglass is open for business 7 (Seven) days per week. The RTC, Request to Cancel, must be made in writing as provided by law and received in our offices no later than Midnight on the 3rd (Third) business day after signing this Client Service Agreement. Clients may decide to no longer use or temporarily pause usage of Sequence System however not using the service or system at any time after is not grounds to receive a refund and there will be no refunds of the original purchase price of $20,000.00.