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Memberships are non-transferable.
END USER LICENSE AGREEMENT
YOU MAY NOT INSTALL OR USE THIS
SOFTWARE UNLESS YOU HAVE CAREFULLY
READ THE TERMS AND CONDITIONS SET
FORTH BELOW:
This End User License Agreement (the
“Agreement”) is an agreement between you and
Sterling Blackstone Inc., and its
subsidiaries, affiliates and licensors (collectively, "SB"). This
Agreement governs your use of this
software and its related documentation which you may
download from SB’s website (the
“Software”).
BY INSTALLING OR USING THE SOFTWARE,
YOU ARE CONSENTING TO BE BOUND BY
THIS AGREEMENT. IF YOU DO NOT AGREE
TO ALL OF THE TERMS OF THIS
AGREEMENT, THEN DO NOT INSTALL OR
USE THE SOFTWARE. IF YOU INSTALL THE
SOFTWARE, THE TERMS AND CONDITIONS
OF THIS AGREEMENT SHALL BE DEEMED
FULLY ACCEPTED BY YOU.
1. License; Terms of Use.
(a) Subject to the terms and
conditions set forth herein, SB hereby grants you a personal, non-sub
licensable, non-transferable, non-exclusive license to download, install and
use the Software solely as set forth in this Agreement and the accompanying
documentation, and
solely for your personal
noncommercial use only.
(b) If the Software was provided to
you on a no-charge or Demo basis, then, in addition to the
other provisions and limitations
hereof, the Software may be used only for the purpose of using it on a practice
account, unless you purchase a full-use license.
(c) During the term of this
Agreement, you may only use one licensed copy of the Software at any
one time per live trading account.
Notwithstanding the foregoing, you have the right to download up to six (6)
copies of the Software during the term of this Agreement for an additional fee per
copy. The price for additional copies can be found on the company web site.
(d) Terms of Use of software
Download:
(i)
When you first use the software, the software will require you to input your
live account number at the top of the dialog box for authentication, This will
provide you with a right of access. You must request activation for your live
account by using the outlined procedure found in the back office of the company’s
web site.
2. Reservation of Rights;
Restrictions. All rights not expressly granted by SB in this Agreement
are reserved. Except as otherwise
expressly provided under this Agreement, you shall not, and
shall not allow any third party to:
(a) decompile, disassemble, or otherwise reverse engineer or
attempt to reconstruct or discover
any source code or underlying algorithms of the Software by
any means whatsoever, to the maximum
extent such restriction is allowable under applicable law,
(b) alter, modify, enhance, or create
a derivative work or improvement of any part of the Software,
(c) remove, alter, or obscure any
product identification, copyright, or other intellectual property
notices embedded within the
Software, (d) resell, re-license or sublicense, lease, lend the
Software, or otherwise grant rights
in the Software to any third party, (e) use the Software for
timesharing, hosting or group
trading or COOP purposes, or (f) use the Software for any commercial use. You understand and agree that
(i) the Software is licensed to you and not sold; and (ii) SB retains title to
the Software (including but not limited to any code, characters, storyline,
images, photographs, animations, video, music, text, “applets” incorporated
into the Software, and any related documentation), and all associated
copyrights, trademarks, and other intellectual property rights therein.
3. Disclaimers.
(a) TO THE FULLEST EXTENT
PERMISSIBLE UNDER APPLICABLE LAW, the
Software is provided to you “AS IS,”
and your use is at your own risk. We do not make, and
hereby disclaim, any and all other
express, implied OR STATUTORY warranties, including, but
not limited to, implied warranties
of merchantability, fitness for a particular purpose, no infringement of third
party rights, and any warranties arising from a course of dealing, usage,
or trade practice. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR
LIMITATIONS ON IMPLIED WARRANTIES,
SO THE ABOVE EXCLUSIONS AND LIMITATIONS
MAY NOT APPLY TO YOU.
4. Limitation of Liability.
(a) To the maximum extent permitted
by applicable law, NEITHER SB NOR its suppliers
and partners shall BE LIABLE TO YOU
FOR ANY lost profits, cost of substitute goods or
services, or any form of indirect,
special, incidental, consequential or punitive damages from any
causes of action ARISING with
respect to this Agreement or the SOFTWARE licensed hereunder,
whether arising in tort (including
negligence), contract, strict liability or otherwise, WHETHER OR
NOT SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGE. IN NO
EVENT SHALL SB’S AGGREGATE LIABILITY
UNDER THIS AGREEMENT EXCEED THE
AMOUNT ACTUALLY PAID BY YOU FOR THE
SOFTWARE.
(b) You acknowledge and agree that
the provisions under this Agreement that limit
liability, disclaim warranties, or
exclude consequential damages or other damages or remedies
are essential terms of this
Agreement that are fundamental to the parties’ understanding
regarding allocation of risk.
Accordingly, such provisions shall be severable and independent of
any other provisions and shall be
enforced as such, regardless of any breach or other occurrence
hereunder, AND even under
circumstances that cause any exclusive remedy under this
Agreement to fail of its essential
purpose.
5. Privacy.
As part of that process, no
personally identifiable information about you is collected and only select
non-personally identifiable information, including Internet Protocol Address,
is temporarily logged. No logged information is used to determine any
personally identifiable information about you. This technology is integrated
into the Software; by using the Software you consent to use of the technology.
6. Term and Termination. SB may, at
its option, terminate this Agreement immediately upon
notice to you, if you fail to comply
with any terms and conditions of this Agreement. Promptly
upon termination, all license rights
granted under this Agreement will terminate and you must
destroy all copies of the Software
in your possession or control and cease all use of the Software.
Our termination will not limit any
of our other rights or remedies under this Agreement or at law or
in equity. Notwithstanding anything
contained herein to the contrary, Sections 2-6 shall survive
termination or expiration of this
Agreement for any reason.
7. Miscellaneous.
(a) Limits on Your Right to
Transfer. Neither this Agreement nor any rights, licenses or
obligations hereunder, may be
assigned by you, either voluntarily or by operation of law, without
SB’s prior written consent. Any
attempted assignment in violation of this Agreement shall be void
and without effect. Subject to the
foregoing, this Agreement will benefit and bind the parties’
successors and assigns.
(b) Severability and Survival. If
any provision of this Agreement is illegal or unenforceable under applicable
law, the remaining provisions of this Agreement will remain valid and fully
enforceable. If any provision is in part enforceable and in part unenforceable,
it will be enforced to the extent permitted under applicable law.
(c Injunctive Relief. You agree that
a breach of this Agreement adversely affecting SB’s
proprietary rights in the Software
may cause irreparable injury to SB for which monetary damages
would not be an adequate remedy and SB
shall be entitled to equitable relief in addition to any
remedies it may have hereunder or at
law.
(d) Governing Law. This Agreement
shall be governed by and construed under the laws
of the State of Washington without regard to conflicts of
laws provisions thereof. Unless waived by SB in writing for the particular
instance (which SB may do at its option), the sole and exclusive
jurisdiction and venue for actions
related to the subject matter hereof shall be the Washington state and federal courts having
within their jurisdiction the location of SB’s principal place of business. Both
parties consent to the jurisdiction of such courts and agree that process may
be served in the manner provided herein for giving of notices or otherwise as
allowed by Washington or federal law. The parties agree that the UN Convention
on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to this
Agreement nor to any dispute or transaction arising out of this Agreement.
(e) Export.
You agree to abide by U.S.
and other applicable export control laws and
agree not
to transfer the Software to a national destination prohibited by such laws,
without first
obtaining, and then complying with,
any requisite government authorization.
(f)Any
person who visits, uses or downloads any product, content or information from
this or any other related web site automatically and without reservation agrees
that in no event shall POWER TRADE LIVE, its parent companies or affiliates, be
liable for any damages whatsoever, including but not limited to direct,
indirect, special, consequential, incidental, exemplary, punitive or other
damages such as lost profits or revenue, business interruption, data loss,
costs of replacement of goods or damages to your computer equipment arising out
of or in connection with the use of, or inability to use, this site or any
other hyper linked web site or the information contained or services offered at
any of these sites, even if Power Trade Live is expressly advised of the
possibility of such damages. Use at your own risk.
(g) Entire Agreement. This Agreement
constitutes the entire agreement between you and SB with respect to the
Software and supersedes all prior or contemporaneous understandings regarding
such subject matter. No amendment to or modification of this Agreement will be
binding unless made in writing and signed by SB. No failure to exercise, and no
delay in exercising, on the part of either party, any right or any power
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right or power hereunder preclude further exercise of any other
right hereunder. In the event of a conflict between this Agreement and any
applicable purchase terms, the terms of this Agreement shall take precedence.
2.1
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