This End-user License and Sale
Agreement (the "Agreement") is an agreement between J AUTO TRADING STRATEGIES,
LLC (hereinafter referred to as "JATS™ or Licensor") the owner of the Licensed Products, and you (hereinafter referred to as "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 JATSBridge™, or online and electronic documentation) and any associated media, and the resulting JIVE™ Flux data stream, anything all JSON-formatted outputs and volatility term structure levels 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.
1.7 "Derived Data": refers to all mathematical transformations, volatility levels (PT 1-2-3), friction coefficients, or churn metrics generated by the Software.
2. Software
and Documentation License Grant & Data Scope
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.
2.4 Scope of Use. The Software and its outputs (including but not limited to JIVE™ Flux JSON data) may only be installed on a single computer supporting single client sessions. Sharing, sublicensing, or redistributing the software or its outputs (e.g., trading signals, JSON data packets) via any network or shared drive is strictly prohibited.
2.5 Ownership. All ownership rights, titles, and interests in the software and associated products remain with JATS™.
2.6 Derived Data Ownership: All ownership rights, titles, and interests in the software and all Derived Data generated by the JATSBridge™ remain the exclusive property of JATS™.
3. Use
of the Products
3.1. Restrictions on Use of Software: The Products and the JIVE™ Flux data feed are provided as a single use license solely for Licensee's internal personal use
and a single use for the Licensed Configuration only. Licensee may be provided
with credentials to login to view the Products or the JIVE™ Flux data feed depending on availability 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 or the JIVE™ Flux data feed 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 nor the JIVE™ Flux data feed for the benefit of
third parties. Redistribution of data or analysis derived from the Software is a material breach of this agreement for which JATS™ is entitled to seek full remedy and restitution for in a court of law subject to the laws of the State of Texas. .
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.
3.4 Usage Restrictions. The Licensee may not
• redistribute, resell or share JATS™ products, signals, or strategies;
• reverse-engineer, modify or create derivative works of the products, signals, or strategies;
• use the software for any purpose other than personal trading.
3.5 Risk Acknowledgement. The Licensee acknowledges that trading in financial markets involves substantial risk, including the potential loss of the entire investment. JATS™ signals and strategies are for informational purposes only and do not constitute financial advice. Past performance is not indicative of future results.
3.6 Compliance. The Licensee is responsible for ensuring compliance with all applicable laws and regulations in their jurisdiction, including but not limited to trading and financial regulations. Use of JATS™ products must comply with the terms of this EULA, NinjaTrader platform policies, and any applicable third-party services like Sam's Speedy Trading Servers.
3.7 Subscription Terms.
3.7.1 Terms & Pricing: Subscription terms and rates are detailed on the official JATS™ website. Pricing is subject to change with a 30-day advance notice to active subscribers. Current pricing remains effective until the next billing cycle.
3.7.2 Refund Policy. All subscription payments are final and non-refundable. No refunds will be issued for partial months, unused periods, or early cancellations or terminations of service.
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 also terminate this Agreement at any time upon a material breach of any of the provisions hereof. The Licensor reserves the right to terminate this Agreement if the Licensee violates any terms of this EULA or for any unauthorized use or redistribution of the products is detected. 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 and General 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™ 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 JATS™ shall not be liable for:
• losses incurred as a result of trades executed using JATS™ products or signals.
• Interruptions, delays, or errors in live stream or signal delivery.
8.4 The products are provided "AS IS-WHEREIS" without warranties of any kind. The Licensee assumes all risks associated with their use.
8.5. 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 its 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 is 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.
9.2 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.
9.3.
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.
9.4. 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.
