IMPORTANT, READ CAREFULLY: This Software End User License Agreement (this “EULA”) is a legal agreement between you (the “Licensee”) and Sparrow Holdings, LLC (the “Company”) regarding your use of the software products ArbMaker Cointegration Software which may include associated software components, media, printed materials, and “online” or electronic documentation (together the “Software”). An amendment or addendum to this EULA may accompany the software. By obtaining a registration code for this Software from the Company YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE. Further, the Company bears no responsibility for unauthorised, illegal or modified copies of its software that may be offered by and may have been tampered with by 3rd parties. These might produce unexpected results.
1) Grant of EULA.
The Company, as Licensor, grants to you, as Licensee, the non-exclusive right to:
(i) Use and display one (1) copy of the Software on one (1) computer system at a single location.
(ii) Print and use one (1) copy of any written materials accompanying the Software that are provided to the Licensee in electronic form.
If the single computer on which the Licensee uses the Software is a multi-user system, then this EULA covers all users on that single system. This EULA does not allow the distribution, copying or use of the Software over a network, even if the Software is copied and stored on a single computer system and used only by one (1) computer system on the network at a time.
2) Reservation of rights and ownership.
The Company reserves all rights not expressly granted the Licensee in this EULA. The Software and all subsequent copies and updates of the Software and related documentation are protected by copyright and other intellectual property laws and treaties regardless of the form or media in or on which they exist. The Company or its suppliers own the title, copyright, and all other intellectual property and like proprietary rights subsisting in the Software and the associated documentation. Save for the rights expressly granted to the Licensee pursuant to this EULA, all rights in the Software and the associated documentation are retained by and belong to the Company. The Software is licensed, not sold.
3) Copy Restrictions.
The Software, including its accompanying written materials, is copyrighted by the Company. Unauthorized copying of the Software, including copies of the Software that have been modified, merged or included with other software, or of the written materials accompanying the Software, is expressly forbidden. The Licensee may be held legally responsible for any copyright infringement that is caused or encouraged by the Licensee’s failure to abide by the terms of this EULA. Subject to these restrictions, the Licensee may make one (1) copy of the Software (excluding any printed copies of its written materials) solely for backup purposes as long as the Licensee reproduces and includes the Company’s copyright notice on the backup copy.
4) Use Restrictions.
The Licensee may physically transfer the Software from one computer to another provided that the Software is stored and used on only one (1) computer at a time. The Licensee may not:
(i) Electronically transfer the Software from one computer to another over a network.
(ii) Distribute copies of the Software or its accompanying written materials to others.
(iii) Modify, adapt, translate, reverse engineer, de-compile, disassemble, or create derivative works based on the Software.
(iv) Modify, adapt, translate or create derivative works based on the written materials accompanying the Software.
5) Transfer Restrictions.
This Software is licensed only to the Licensee and may not be transferred to anyone else without the prior written consent of the Company. In the case that the Company authorises the transfer of the Software the transferee of the Software shall be bound by the terms and conditions of this EULA. In no event may the Licensee transfer, sub-contract, assign, rent, lease, sell or otherwise dispose of the Software on a temporary or permanent basis except as expressly provided by this EULA. In addition, the Licensee may not separate from the Software, transfer, sub-contract, assign, or otherwise distribute in any way the registration code(s) provided to the Licensee by the Company for the Software.
Any updates of the Software provided or made available to the Licensee under this EULA shall be covered by this EULA and deemed part of the Software. The Licensee agrees to be bound by this EULA with regard to all such updates.
7) EULA Term and Registration Codes.
a) Available Licenses. The Licensee may acquire a beta (testing trial), an evaluation term (commercial trial), a month term, a biannual term or an annual term license for use of the Software. A beta license allows the Licensee to use the software for a term decided by the Licensor at the start of the beta test period. An evaluation term license allows the Licensee to use the Software for a single, fourteen (14) day trial period. The Licensee may purchase a month term, a biannual term or an annual term license to use the Software for a thirty (30) day, six (6) month or one year period respectively.
b) At its sole discretion the Company may from time to time make available for sale perpetual term licenses. Such licenses would allow for the permanent use of the Software.
c) If the Company has provided an evaluation edition of the Software to the Licensee, the Licensee may install the Software on a single computer in order to evaluate the Software until the expiration date built into the Software (“expiration date”). After the expiration date, the Software will cease to function unless the Licensee purchases a license from the Company for use of the Software. The Licensee agrees not to defeat the Software’s expiration mechanism or continue using the Software beyond the expiration date without paying a license fee.
d) EULA Fees. The Licensee will receive the appropriate registration code for a month term, biannual, annual term or perpetual term license only after payment of the applicable fees for such license as specified by the Company’s then current fee schedule. As all license fees are non-refundable, the Company strongly suggests that, prior to the purchase of a biannual, an annual or perpetual term license, the Licensee obtain an evaluation term license for the Software and use the Software for the applicable fourteen (14) day trial period. Again, all payments for a month term license, a biannual term, an annual term license or a perpetual license are non-refundable.
e) Registration Codes. The Software will not operate without the input of a valid registration code and will stop functioning after the expiration of the time period corresponding to the license term represented by the registration code. Upon acquisition by a Licensee of an evaluation term license, or purchase of a month term, annual term or perpetual term license, the Company will provide the Licensee with registration codes corresponding to the term of such licenses, for use on a single computer.
f) Month term licenses expire upon the conclusion of the applicable purchased license term and may be renewed upon expiration.
g) Biannual term licenses expire upon the conclusion of the applicable purchased license term and may be renewed upon expiration.
h) Annual term licenses expire upon the conclusion of the applicable purchased license term and may be renewed upon expiration.
The Licensee agrees to respect and not to remove, modify, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark or legend appearing in the Software or output generated by the Software and to reproduce and include same on each copy of Software.
a) This EULA is effective until terminated. This EULA will terminate:
(i) Automatically without notice from the Company if the Licensee fails to comply with any of the provisions of this EULA.
(ii) Upon the expiration of the license term corresponding to the registration code(s) provided to the Licensee by the Company unless the Licensee obtains a new registration code (by purchase of a new month, annual term, or perpetual term license) from the Company prior to the expiration of such license term.
b) Upon termination of this EULA:
(i) All rights granted to the Licensee under this Licence shall cease.
(ii) The Licensee must cease all activities permitted by this Licence.
(iii) The Licensee shall immediately destroy all copies of the Software including any modified copies of the Software and printed copies of its accompanying written materials, if any. The Licensee agrees to confirm this to the Company upon request.
10. Limited Warranty.
a) The Company’s warranties under this Licence are given and available only to the Licensee and not to any other person, firm or entity.
b) The Company warrants that the Software will perform substantially in accordance with the accompanying documentation available on the arb-maker.com website for a period of 60 (sixty) days from the date of the Licensee’s first purchase of a month term, annual term or perpetual term registration code (provided that the Software is properly used on the computer and with the operating system for which it was designed). If the Company is notified of any such significant failures during the Warranty Period, it will correct such significant failures in the Software which have been notified to it within a reasonable time or (at its option) provide or authorise a refund (against return of the Software and all copies of it).
c) The above represent the Licensee’s sole remedies for any breach of the Company’s warranties. Except for any refund elected by the Company, the Licensee is not entitled to any damages, including but not limited to consequential damages, if the Software does not meet the Company’s Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section 11 below are also incorporated into this Limited Warranty.
11. Disclaimer of Warranty.
a) The Limited Warranty that appears above is the only warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, that are made by Company for the Software. No oral or written information or advice given by the Company, its agents and employees or any advertising, documentation, packaging or other communications shall create a warranty or in any way increase the scope of this warranty and the Licensee may not rely on any such information or advice. This warranty gives the Licensee specific legal rights. The Licensee may have other rights, which vary from jurisdiction to jurisdiction.
b) Except for the Limited Warranty and to the maximum extent permitted by applicable law, the Company and its suppliers provide the Software and support services (if any) “as is” without warranty of any kind. Further, the Company does not warrant, guarantee, or make any representations regarding the use, or the results of the use, of the Software or its accompanying written materials in terms of correctness, accuracy, reliability, currentness, or otherwise. The entire risk as to the results and performance of the Software is assumed by the Licensee.
The Company does not and is not providing any advice or recommendations regarding the purchase of securities and no information provided by the Company or the Software, including its accompanying written materials, should be construed as any such advice or recommendation.
c) The Company and anyone else who has been involved in the creation, production, or delivery of the Software accept no liability and shall have no liability of any kind to the Licensee for any damages including, without limitation, loss of data or for indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise arising out of the Licensee’s use of or inability to use the Software, even if the Company has been advised of the possibility of such damages. The Company shall have no liability with respect to the content of the Software or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to the Licensee.
d) The Licensee acknowledges that, in entering into this EULA, no reliance has been placed on any representation, undertaking or promise given by the Company prior to entering into this EULA except as expressly stated in this EULA.
a) The Company will endeavour to answer by email any queries the Licensee may have regarding the use of the Software.
b) The Company has no obligation to make any support available in respect of the Evaluation Version although the Company may in its sole discretion decide to make support available.
a) The Licensee agrees that the Licensor shall have the right, after supplying undertakings as to confidentiality, to audit any computer system on which the Software is installed in order to verify compliance with this EULA.
b) This EULA constitutes the complete and exclusive statement of the license agreement between the Licensor and the Licensee with respect to the subject matter of this EULA and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to that subject matter.
c) Any clause in this EULA that is found to be invalid or unenforceable shall be deemed deleted and the remainder of this EULA shall not be affected by that deletion.
14) Governing Law.
This EULA, including without limitation, its Disclaimer of Warranty and limited warranty, are governed by the laws of the State of Iowa.