This End-user License and Sale
Agreement (the "Agreement") is an agreement between J AUTO TRADING STRATEGIES,
LLC (hereinafter "JATS") the owner of the Licensed Products, and you (hereinafter "Licensee").
1. Definitions
1.1. "Documentation"
means any user documentation, on any media, provided by JATS in association with
the Products.
1.2. "JATS"
means J Auto Trading Strategies, LLC, its authorized resellers, distributors, marketers,
system centers, representatives and other persons manufacturing, selling or
marketing the Products.
1.3. "License
Key" means the code provided to the Licensee by JATS which enables the
Products to operate in the specified Licensed Configuration.
1.4. "Licensed
Configuration" means a single computer, supporting single client sessions
ONLY.
1.5. "Products"
means any of JATS' products provided to the Licensee as a computer software
(including online and electronic documentation) and any associated media and
anything in any form whatsoever intended to be used with the software in
association with this Agreement and any such products ordered by the Licensee
from time to time, together with the associated original electronic media and
all accompanying Documentation, and together with all enhancements, upgrades,
and extensions thereto that may be provided by JATS to the Licensee from time
to time.
1.6. "Software"
means the computer software (including online and electronic documentation),
any associated media and anything in any form whatsoever, intended to be used
with the software that is provided to the Licensee in association with this
Agreement, and any software corrections, enhancements, patches and updates provided
by JATS at any time.
2. Software
and Documentation License Grant
2.1. Software
License. Subject to the terms and conditions of this Agreement, JATS hereby
grants only to the Licensee, a non-exclusive, non-sublicensable,
non-transferable license to use the Software in accordance with the relevant
Documentation in the Licensed Configuration only.
2.2. License
Key. The License Key obtained from JATS controls the number of clients using
the JATS PT Indicator in accordance with the Licensed Configuration. If any Software
is rendered disabled for any reason, JATS may, at its sole discretion, issue
the Licensee another License Key which will enable the Licensee to operate the
Software on substitute computer hardware. In this event Licensee agrees not to
use or transfer the Software that is on the original computer hardware, nor its
License Key.
2.3. Documentation
License. JATS hereby grants to the Licensee a non-exclusive, nontransferable,
non-sublicensable license to use the Documentation and to make a reasonable
number of copies of the Documentation solely for its own internal business purposes
as necessary in connection with the Use of the Products.
3. Use
of the Products
3.1.
Restrictions on Use of Software: The Products
are provided as a single use license solely for Licensee's internal personal use
and a single use for the Licensed Configuration only. Licensee will be provided
with credentials to login to view the JATS PT Indicator on a web platform. In the event Licensee connects from multiple
devices, it will violate this License Agreement and the License will be revoked,
without refund. Additionally, the Product
or any portion of the Products may not be used or accessed by, sub-licensed to,
re-sold to, rented to, or distributed to any other party. Licensee agrees not
to allow others to use the Products, nor to use the Products for the benefit of
third parties.
3.2.
Ownership and Retention of Rights. Licensee
acknowledges that JATS, and its licensors, own and shall retain all right,
title and interest in and to: (i) the Software and Documentation (including all
copies, modifications, and derivative works thereof, by whomever produced),
including all intellectual property rights embodied therein; (ii) all of the
service marks, trademarks, trade names or any other designations associated
with the Products and Software; and (iii) all copyrights, patent rights, trade
secret rights, and other proprietary rights relating to the Products, Software,
and Documentation. Licensee further acknowledges and agrees that it shall have
no rights with respect to any of the foregoing other than the rights expressly
set forth in this Agreement.
3.3.
Protection of Rights. Licensee agrees: (i) not
to create or attempt to create by reverse engineering, disassembly,
decompilation or otherwise, the source code, internal structure, or
organization of the Products, or any part thereof, from any object code or
information that may be made available to Licensee, or aid, abet or permit
others to do so; (ii) not to remove any identification or notices of any
proprietary or copyright restrictions from the Product, Software,
Documentation, or any other support material; (iii) except for archival or
back-up copies, not to copy the Software, develop any derivative works thereof
or include any portion of the Software in any other software program; (iv) not
to develop any other products containing any of the concepts and ideas contained
in the Products; and (vi) not to develop methods to enable unauthorized parties
to use the Products.
4. Maintenance
and Support
JATS is not required under this
License to provide any installation, maintenance, training or other product services
to you. Such services, if available, may be purchased separately. JATS may
provide product support services related to the Software Product ('Support Services').
Use of the Support Services is governed by the policies and programs described
in 'online' documentation and/or in other JATS provided materials. Licensee
agrees that JATS may collect and use technical information gathered as part of
the support services provided to the Licensee, if any, related to the Software
Product. JATS may use such information for its business purposes, including for
product support, and development, to improve the Software Product or to provide
customized services or technologies to the Licensee, and will not disclose this
information in a form that personally identifies the Licensee.
5. Updates
and Product Changes
JATS is not required under this License to provide any
updates, or upgrades to the Software
Product. From time to time, after
the date the Licensee obtain initial copy of the Software Product, JATS may
provide to the Licensee or make available to the Licensee, at its sole
discretion, error corrections, enhancements, updates, upgrades, or other modifications,
supplements, add-on components, new releases, or Internet-based services
components, of the Software Product. Unless JATS provides other terms along
with the error correction, enhancement, update, upgrade, or other modification,
supplement, add-on component, new release, or Internet-based services
component, this License applies to them. JATS reserves the right to discontinue
any Internet-based services provided to the Licensee or made available to the
Licensee through the use of the Software Product. JATS reserves the right at
any time not to release or to discontinue release of Software Product and to
alter prices, features, specifications, capabilities, functions, licensing
terms, release dates, general availability or other characteristics of any
future releases of the Software Product.
6. Term
and Termination
This Agreement is effective on
the date executed below and shall remain in force until terminated pursuant to
a separate Purchase Order between JATS and the Licensee. JATS may terminate
this Agreement at any time upon a material breach of any of the provisions
hereof. Upon termination of this Agreement, Licensee agrees to cease all use of
the Product and to return to JATS or destroy the Product and all documentation
and related materials in its possession, and so certify to JATS. Except for the
license granted herein and as expressly provided herein, the terms of this Agreement
shall survive termination.
7. Indemnification
JATS shall have the right, but
not the obligation, to defend or settle, at its option, any action at law
against the Licensee arising from a claim that the permitted use of the Product
under this Agreement infringes any patent, copyright, or other ownership rights
of a third party. Licensee agrees to provide JATS with written notice of any such
claim within ten (10) days of Licensee notice thereof and provide reasonable
assistance in its defense. JATS has sole discretion and control over such
defense and all negotiations for a settlement or compromise, unless it declines
to defend or settle, in which case the Licensee will be free to pursue any
alternative he may have.
8. Limited
Warranty, Warranty Disclaimers and Limitation of liability
8.1.
Limited Warranty. JATS MAKES NO WARRANTIES WITH
RESPECT TO ANY PRODUCT, SOFTWARE, OR SUPPORT SERVICE, AND DISCLAIMS ALL
STATUTORY OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF
DEALING OR USAGE OF TRADE AND ANY WARRANTIES OF NONINFRINGEMENT. JATS DOES NOT
WARRANT THAT THE PRODUCTS, SOFTWARE OR SUPPORT SERVICE WILL MEET ANY REQUIREMENTS
OR THAT THE OPERATION OF THE PRODUCTS OR THE SOFTWARE WILL BE UNINTERRUPTED OR
ERROR FREE.
8.2.
Limitation of Liability. NOTWITHSTANDING ANYTHING
ELSE IN THIS AGREEMENT OR OTHERWISE, JATS WILL IN NO EVENT BE LIABLE WITH
RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE,
STRICT LIABILITY, OR OTHER LEGAL, CONTRACTUAL, OR EQUITABLE THEORY FOR: (I) ANY
INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND
WHETHER OR NOT JATS IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES;
OR (II) DAMAGES FOR LOST PROFITS OR LOST DATA; OR (III) THE COST OF PROCUREMENT
OF SUBSTITUTE GOODS, TECHNOLOGY, OR SERVICES. NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT TO THE CONTRARY OR THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITATION
OF LIABILITY OR LIMITED REMEDY, JATS'S ENTIRE AGGREGATE LIABILITY ARISING FROM
OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, UNDER ANY LEGAL
THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE) SHALL BE LIMITED TO
THE AMOUNTS RECEIVED BY JATS UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH
PERIOD PRIOR TO THE DATE THE CLAIM AROSE FOR THE PARTICULAR PRODUCT OR SUPPORT
SERVICE THAT CAUSED THE LIABILITY.
8.3.
Exclusions. The foregoing warranties and
remedies shall be void as to any Products damaged or rendered unserviceable by:
(1) improper or inadequate maintenance by anyone other than JATS or JATS's
authorized agents, (2) software or interfacing supplied by anyone other than JATS,
(3) modifications, alterations or additions to the Products by personnel not
certified by JATS or JATS's authorized agents to perform such acts, or other
unauthorized repair, installation or opening or other causes beyond JATS's
control, (4) unreasonable refusal to agree with engineering change notice
programs, (5) negligence by any person other than JATS or JATS's authorized
agents, (6) misuse, abuse, accident, electrical irregularity, theft, vandalism,
fire, water or other peril, (7) damage caused by containment and/or operation
outside the environmental specifications for the Products or contrary to the
Licensed Configuration, and (8) alteration or connection of the Products to
other systems, equipment or devices (other than those specifically approved by JATS)
without the prior approval of JATS.
9. General
9.1.
Miscellaneous. Licensee may not assign his rights
or obligations under this Agreement without the prior written consent of JATS.
If any provision of this Agreement is held to be invalid or unenforceable by a
court of competent jurisdiction, that provision of the Agreement will be
enforced to the maximum extent permissible so as to effect the intent of the
Agreement, and the remainder of the provisions of this Agreement shall remain
in full force and effect. The laws of the State of Texas shall govern all
issues arising under or relating to this Agreement, without giving effect to
the conflict of laws principles thereof. All disputes arising under or relating
to this Agreement shall be resolved exclusively in the appropriate Texas court
sitting in Harris County, Texas. This Agreement will not be governed by the United
Nations Convention on Contracts for the International Sales of Goods, the
application of which is expressly excluded. This Agreement sets forth the
entire understanding and agreement between the Licensee and JATS and may be
amended only in writing signed by both parties.
9.2.
No Other Rights. Nothing contained in this
Agreement shall be construed as conferring by implication, estoppel or
otherwise upon either party hereunder any license or other right except the
licenses, rights and uses expressly granted hereunder to a party hereto.
9.3.
Entire Agreement. The provisions of this
Agreement, including any Exhibits, constitute the entire agreement between the
parties with respect to the subject matter hereof, and this Agreement supersedes
all prior agreements or representations, oral or written, regarding such
subject matter. This Agreement may not be modified or amended except in a
writing signed by a duly authorized representative of each party.
