The binding contract.

1.1 Definitions

In this Agreement the following capitalised terms have the meanings set out below. The same meaning applies whether used in the singular or the plural.

• Agreement means this End User Licence Agreement.
• Application means the Heeeven desktop software application made available by the Company for installation on Mac and Windows machines, together with any updates, modifications, and successor versions.
• Company (also "Heeeven", "we", "us", or "our") means Heeeven Ltd, a private company limited by shares registered in Scotland under company number SC888751, whose registered office is at 5 South Charlotte Street, Edinburgh, Scotland, EH2 4AN.
• Founder (also "Founding Owner") means a person who has reserved or purchased a Heeeven Machine in the founding run on or before the closure of that run.
• Machine means the Heeeven Machine: a numbered, hand-built workstation supplied by the Company with the Application pre-installed and the first year of the Heeeven software subscription included. This Agreement applies to the founding run, a single limited run of two hundred (200) numbered Machines. The commercial terms of the Machine are set out in clause 1.3.
• Deposit means the £699 refundable reservation deposit paid to hold a numbered Machine, applied toward the total price.
• Device means any computer, laptop, or other personal device capable of running the Application.
• Third-Party Services means any services, data, content, or applications provided by a third party that may be displayed, included, or made available through the Application (including, without limitation, broker APIs and market data feeds connected by the user).
• You means the natural person who has clicked "I Agree" to this Agreement and downloaded or used the Application, or the legal entity on whose behalf such a person has clicked.

1.2 Acceptance of this Agreement

By clicking "I Agree" at checkout, by downloading the Application, or by using the Application in any other way, You agree to be bound by this Agreement. If You do not agree to any term of this Agreement, You must not click "I Agree", must not download the Application, and must not use it. The Application is licensed to You, not sold. You acquire no ownership of the Application, its source code, its indicators, or any associated intellectual property.

1.3 The Heeeven Machine

This Agreement governs the founding run, a single limited run of two hundred (200) numbered Machines. The total price of a Machine is £2,499, which includes the hardware and the first year of the Heeeven software subscription. You reserve a numbered Machine with a refundable £699 Deposit; the remaining balance is due before the Machine ships. Machines are built to order and ship in approximately seventeen (17) weeks from order confirmation. The first-year software subscription is included; thereafter it renews at £799 per year. You may decline renewal and continue to own and use the hardware. Reservation, deposit, and cancellation terms are set out in clause 1.4; delivery and remedies in clause 1.5. Once the founding run is fully reserved, no further founding reservations are accepted.

1.4 Reservation, deposit, and cancellation

The Machine is a physical product sold at a distance. The £699 Deposit is fully refundable at any time before the Company confirms Your Machine into the build queue; to cancel before that point and obtain a full refund of the Deposit, email support@heeeven.com. Because each Machine is hand-built to order, once the Company has confirmed Your build and begun assembly the Deposit ceases to be refundable on change-of-mind grounds, save where the law requires otherwise. This does not affect Your statutory rights: under regulations 29–30 of the United Kingdom Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 You have a 14-day right to cancel a distance purchase of goods, running from the day You take physical possession of the Machine, and under the United Kingdom Consumer Rights Act 2015 You retain the rights described in clause 4.5. The included first-year software is supplied pre-installed on the Machine and is treated as part of the goods; the optional annual renewal under clause 1.3 is a separate digital subscription to which the standard cancellation rules for digital content apply.

1.5 Delivery and remedies

Heeeven Ltd builds each Machine to order and aims to ship within approximately seventeen (17) weeks of order confirmation. The Company will keep You informed of your build status and of any expected delay. Under the Consumer Rights Act 2015, where no firm delivery date has been agreed, the Company will deliver without undue delay and in any event within thirty (30) days of the contract unless a later date is agreed with You.

If the Company fails to deliver Your Machine within any agreed period (or, failing agreement, within a reasonable time), You may treat the contract as at an end and receive a full refund of the Deposit and any balance paid, with no deduction. If Heeeven Ltd ceases operations or is otherwise unable to deliver Your Machine before it has shipped, the Deposit and any balance paid are likewise refunded in full. These rights are not contingent on Heeeven Ltd's solvency or business circumstances, survive termination of this Agreement, and operate in addition to (and do not limit) Your statutory rights under the Consumer Rights Act 2015.

2.1 Grant of licence

Subject to Your compliance with this Agreement, Heeeven Ltd grants You a revocable, non-exclusive, non-transferable, non-sublicensable limited licence to download, install, and use the Application on up to two (2) Devices under Your control, for Your personal trading analysis or for internal business purposes, strictly in accordance with the terms of this Agreement and for the duration of Your active Heeeven software subscription (the first year of which is included with the Machine).

2.2 Licence restrictions

You agree not to, and You will not permit any third party to:

• license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose, or otherwise commercially exploit the Application, or make the Application available to any third party;
• modify, make derivative works of, disassemble, decrypt, reverse compile, or reverse engineer any part of the Application;
• remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) of Heeeven Ltd, its affiliates, partners, suppliers, or its licensors;
• circumvent, disable, or interfere with any licence-enforcement, security, or access-control mechanism in the Application;
• use the Application to provide any competing trading-software service;
• use the Application in any way that violates United Kingdom law or that harms the reputation of Heeeven Ltd.

2.3 Updates and modifications

Heeeven Ltd may from time to time provide enhancements, improvements, patches, bug fixes, updates, or upgrades to the Application (each an "Update"). Updates may modify, add to, or remove features of the Application. You agree that Heeeven Ltd is not obliged to provide any specific Update, nor to continue to provide or enable any particular feature of the Application. All Updates form an integral part of the Application and are subject to the terms of this Agreement. Continued use of the Application after an Update is released constitutes Your acceptance of that Update.

2.4 Maintenance and support

Heeeven Ltd is not obliged to provide maintenance or support services for the Application except where required by applicable law. Where Founder benefits include access to direct support (for example, any onboarding call described on the Heeeven Machine page), that access is provided on a reasonable-endeavours basis during normal Edinburgh business hours.

2.5 No financial advice

Heeeven is software, not financial advice. Heeeven Ltd is a software publisher (SIC code 62012 in the United Kingdom Standard Industrial Classification) and is not a firm authorised by the Financial Conduct Authority. Heeeven Ltd does not provide investment advice, does not give personalised investment recommendations, does not arrange deals in investments, does not hold client funds, and does not execute trades on Your behalf. The Application is a tool that assists You in Your own analysis and in placing orders through Your own broker connection. All trading decisions, the responsibility for those decisions, and the consequences of those decisions, are Yours alone. Trading carries substantial risk of loss. Past results do not guarantee future returns.

3.1 Intellectual property

The Application, including without limitation all source code, object code, binaries, indicators, algorithms, user interfaces, designs, copyrights, patents, trademarks, trade secrets, and other intellectual property rights, is and shall remain the sole and exclusive property of Heeeven Ltd or its licensors. This Agreement does not transfer any ownership of the Application or any related intellectual property to You. The Heeeven name, the Heeeven wordmark, the Heeeven mark (the dodecagon ring device), and all related branding are trademarks of Heeeven Ltd, all rights reserved.

3.2 Your suggestions and feedback

Any feedback, comments, suggestions, ideas, feature requests, bug reports, or other input that You provide to Heeeven Ltd in connection with the Application or the Founder community (each a "Suggestion") becomes the sole and exclusive property of Heeeven Ltd from the moment You provide it. Heeeven Ltd may use, copy, modify, publish, redistribute, or commercially exploit any Suggestion for any purpose, in any way, in any medium, without any obligation of credit, compensation, or attribution to You. This clause is a material term of Your inclusion in the Founder cohort and of the Founder roadmap voting mechanism.

3.3 Third-party services

The Application may connect to or otherwise interact with Third-Party Services (for example, broker APIs, market data providers, or operating system services). Heeeven Ltd does not own, control, or accept liability for any Third-Party Service, including for its accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect. You must comply with the applicable terms of any Third-Party Service that You use through or in connection with the Application, and Your use of Third-Party Services is entirely at Your own risk.

3.4 Privacy

Heeeven Ltd processes personal data in connection with the Application strictly in accordance with the Heeeven Privacy Policy, available at heeeven.com/legal#privacy. By accepting this Agreement, You acknowledge that You have read and agree to the terms of that Privacy Policy. Heeeven Ltd is registered with the United Kingdom Information Commissioner's Office under the Data Protection Act 2018, registration number ZC144456.

4.1 Term and termination

This Agreement remains in effect for the duration of Your active subscription, and continues to govern Your historical use of the Application thereafter. You may terminate this Agreement at any time by deleting the Application from every Device on which it is installed and by emailing support@heeeven.com. Heeeven Ltd may terminate this Agreement for material breach with reasonable notice; for breaches involving fraud, security violations, or unlawful use, termination may be immediate. On termination, Your right to use the Application ends and You must cease all use and delete all copies. Your accrued rights (including under clause 1.5) survive termination.

4.2 No warranties, subject to statutory rights

Except as expressly stated in this Agreement and subject to the statutory rights set out in clause 4.5, the Application is provided to You on an "as is" and "as available" basis, with all faults and defects, and without warranty of any kind. To the maximum extent permitted by United Kingdom law, Heeeven Ltd, on its own behalf and on behalf of its affiliates and their respective licensors and service providers, expressly disclaims all warranties (express, implied, statutory, or otherwise) with respect to the Application, including all implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, and non-infringement.

Without limiting the foregoing, neither Heeeven Ltd nor any of its providers makes any representation or warranty: (i) as to the availability of the Application; (ii) that the Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or timeliness of any information provided through the Application; or (iv) that the Application or any related infrastructure is free of viruses, malware, or other harmful components.

4.3 Limitation of liability

Subject to clause 4.5, and subject to applicable consumer protection law, the entire liability of Heeeven Ltd and any of its suppliers under or in connection with this Agreement, regardless of the form of action and whether in contract, tort, or otherwise, is limited in aggregate to the total amount actually paid by You to Heeeven Ltd for Your Machine and software subscription in the twelve (12) months preceding the event giving rise to the claim.

To the maximum extent permitted by United Kingdom law, in no event shall Heeeven Ltd or its suppliers be liable for any indirect, incidental, special, consequential, or exemplary damages whatsoever, including damages for loss of profits, loss of trading opportunity, loss of data, business interruption, or loss of goodwill, even if Heeeven Ltd has been advised of the possibility of such damages. Heeeven Ltd is not, in any circumstances, liable for trading losses, broker downtime, market data delays, or the outcome of any trading decision made by You while using the Application.

4.4 Indemnification

You agree to indemnify and hold Heeeven Ltd, its parents, subsidiaries, affiliates, officers, employees, agents, partners, and licensors harmless from any claim, demand, loss, or reasonable legal fee arising out of or in connection with (a) Your use of the Application, (b) Your violation of this Agreement or of any applicable law or regulation, or (c) Your violation of any right of a third party. This clause does not apply to the extent the claim arises from Heeeven Ltd's own breach of this Agreement or its own negligence.

4.5 Statutory rights of consumers preserved

Nothing in this Agreement excludes or limits Heeeven Ltd's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by United Kingdom law. Where You are a consumer in the United Kingdom, You have statutory rights under the Consumer Rights Act 2015 (and other applicable consumer protection law) in respect of software that is faulty, not as described, or unfit for purpose. Those statutory rights, and Your refund rights under clause 1.5 if Heeeven Ltd fails to deliver Your Machine, are unaffected by anything in this Agreement and continue to apply in addition to its terms.

5.1 Sanctions and export compliance

You represent and warrant that (a) You are not located in a country subject to comprehensive sanctions administered by the United Kingdom, the European Union, or the United States, (b) You are not listed on any United Kingdom, European Union, or United States sanctions list of prohibited or restricted parties, and (c) You will not use the Application in any way that would cause Heeeven Ltd to breach applicable sanctions or export-control laws.

5.2 Severability and waiver

If any provision of this Agreement is held to be unenforceable or invalid, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect. A failure by Heeeven Ltd to exercise or enforce any right or provision of this Agreement does not waive that right or provision in any later instance.

5.3 Changes to this Agreement

Heeeven Ltd may modify this Agreement from time to time. For any material change, Heeeven Ltd will provide at least 30 days' notice before the change takes effect, by email to the registered Founder address and by publication of the revised Agreement at heeeven.com/eula. By continuing to use the Application after a revised Agreement takes effect, You agree to be bound by the revised terms. If You do not agree to the revised terms, You must cease use of the Application; in that event the refund provisions in clauses 1.4 and 1.5 continue to apply where relevant.

5.4 Governing law and jurisdiction

This Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), is governed by the laws of Scotland, United Kingdom. The Scottish courts have exclusive jurisdiction over any such dispute or claim, save that Heeeven Ltd may bring proceedings against You in any jurisdiction where You are domiciled or where the breach has occurred.

5.5 Entire agreement

This Agreement, together with the documents expressly referenced within it (including the Heeeven Privacy Policy, the Refund Policy, and the public Terms summary at heeeven.com/legal), constitutes the entire agreement between You and Heeeven Ltd regarding Your use of the Application and supersedes all prior or contemporaneous written or oral agreements. In the event of any conflict between this EULA and the plain-English summary on heeeven.com/legal, this EULA prevails.

5.6 Contact

For any question about this Agreement, contact Heeeven Ltd:

• By email: legal@heeeven.com
• By visiting: heeeven.com/legal
• By post: Heeeven Ltd, 5 South Charlotte Street, Edinburgh, Scotland, EH2 4AN, United Kingdom