THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE. PLEASE READ THE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS AND CONDITIONS. This End User License Agreement (this “EULA”) is a legal agreement between you (the “Licensee”) and Leggero Limited and Sparrow Holdings, LLC (the “Companies”) 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 Services”). An amendment or addendum to this EULA may accompany the Software Services. By obtaining an activation code for the Software Services from the Companies YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE SERVICES. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE SERVICES. Further, the Companies bear no responsibility for unauthorized, illegal or modified copies of its Software Services that may be offered by and may have been tampered with by 3rd parties. These might produce unexpected results.

 

1) Grant of EULA.

The Companies, as Licensors, grant to you, as Licensee, a limited, non-exclusive, and revocable license to:

1.1 Download, install and use one (1) copy of the Software and related services on one (1) computer system at a single location for the term for which you have paid;

1.2 Print and use one (1) copy of any written materials accompanying the Software Services that are provided to the Licensee in electronic form; and

1.3 If the single computer on which the Licensee uses the Software Services 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 Services over a network, even if the Software Services are copied and stored on a single computer system and used only by one (1) computer system on the network at a time.

1.4 Any violation of the terms of this Agreement shall automatically revoke the license granted herein. This License grant shall expire at the end of the paid subscription period or at the end of the free or trial period.

 

2) Limited License Service.

The licenses granted herein are contingent upon the Companies’ receipt of the applicable license fees and taxes due for the Software Services. These fees shall allow you to use the Software Services for the duration of the subscription service as selected by you during your registration for the Software Services (“Subscription Period”). The fees owed for the use of the Software Services are set forth on the arb-maker.com website and are subject to change without notice. License fees may vary depending on the usage of the Software Services. These fees are owed regardless of whether or the Software Services are actually used. No refunds will be given for any unused Software Services or any early termination of the Subscription Period.

 

3) Updates.

For purposes of this Agreement, “Software Services” includes all updates, enhancements, modifications, revisions, or additions made by the Companies to the included software (“Updates”). The licenses and obligations provided herein shall extent to all Updates. Any Updates are made at the Companies’ sole discretion. The Companies are not obligated to provide Updates to you under any circumstances.

 

4) Software Services.

Limited License. The licenses granted herein are only for a single account for which you have paid the applicable fees and taxes for the Software Services and are granted solely for the purpose of allowing you to connect to and use the Software Services for your personal or internal business use. Multiple accounts may be secured through a separate paid license for each account. You must have a license for each account used to access or use the Software Services unless otherwise agreed in writing by the Companies.

 

5) Ownership.

5.1. No Ownership Rights. Save for the rights expressly granted to the Licensee pursuant to this EULA, all rights in the Software Services and the associated documentation are retained by and belong to the Companies. The Software Services are being licensed, not sold. This Agreement does not grant any ownership rights to you and gives you only a limited license to use the Software Services during the term of the Agreement. The Software Services and all related intellectual property rights, whether under copyright, trade secret, patent, or trademark laws, are owned by the Companies and/or its licensors. The Companies may pursue all legal remedies for use of the Software Services in violation of this Agreement. No license is granted herein to resell, create derivative works, reverse engineer, repackage, or modify the Software Services. Use of the Software Services within your commercial enterprise for internal purposes is expressly allowed.

5.2. Copyright. The Software Services contain material that is protected by United States and foreign intellectual property laws, including copyright, trade secret, and patent law. All rights not granted to you herein are expressly reserved by the Companies. You may not remove any copyright or other proprietary notice of the Companies from any copy of the Software Services.

5.3. Modification. The Companies may modify or discontinue any of its Software Services without notice. The Companies will provide notice of material changes to the Software Services or changes to this Agreement by posting such changes at arb-maker.com which shall be your sole notice of such changes. You agree and acknowledge that you will periodically check the website to inform yourself of any such changes.

5.4. Submissions. Any communications sent to the Companies shall be the property of the Companies or its affiliates. Unless stated otherwise herein, submissions shall not be considered confidential, and the Companies shall not be liable for any use or disclosure of a submission. Except as noted herein, the Companies shall be entitled to unrestricted use of any submissions for any purpose whatsoever without compensation to the provider of the submission.

5.5 The Companies shall not use submissions for the purposes of its sales or marketing efforts without the express permission of the authors of the submissions.

 

6) Copy Restrictions.

The Software Services, including its accompanying written materials, are copyrighted by the Companies. Unauthorized copying of the Software Services, including copies of the Software that have been modified, merged or included with other software, or of the written materials accompanying the Software Services, 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 Companies’ copyright notice on the backup copy.

 

7) 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:

7.1 Electronically transfer the Software from one computer to another over a network;

7.2 Distribute copies of the Software or its accompanying written materials to others;

7.3 Modify, adapt, translate, reverse engineer, de-compile, disassemble, or create derivative works based on the Software; or

7.4 Modify, adapt, translate or create derivative works based on the written materials accompanying the Software.

 

8) Transfer Restrictions.

These Software Services are licensed only to the Licensee and may not be transferred to anyone else without the prior written consent of the Companies. In the case that the Companies authorize activation the transfer of the Software Services the transferee 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 Services on a temporary or permanent basis except as expressly provided by this EULA. In addition, the Licensee may not separate from the Software Services, transfer, sub-contract, assign, or otherwise distribute in any way the activation code(s) provided to the Licensee by the Companies for the Software Services.

 

9) Other Restrictions.

The licenses granted herein are only valid if:

9.1 The Software Services are NOT modified in any manner;

9.2 All copyright and proprietary notices or labels in the Software Services are maintained in their original format;

9.3 The Software Services are only installed and used in accordance with your network security policies,

9.4 You possess the necessary authority and power to install the Software Services,

9.5 You promptly pay all license fees when due,

9.6 This Agreement is accepted without any modification, and

9.7 You have not breached the terms of this Agreement in any manner.

 

10) EULA Term and Activation Codes.

10.1 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 Services. A beta license allows the Licensee to use the Software Services for a term decided by the Licensors at the start of the beta test period. An evaluation term license allows the Licensee to use the Software Services for a single, thirty (30) day trial period. The Licensee may purchase a month term, a biannual term or an annual term license to use the Software Services for a thirty (30) day, six (6) month or one year period respectively.

10.2 At its sole discretion the Companies may from time to time make available for sale perpetual term licenses. Such licenses would allow for the permanent use of the Software Services.

10.3 If the Companies have provided an evaluation edition of the Software Services to the Licensee, the Licensee may install the Software Services on a single computer in order to evaluate the Software Services until the expiration date built into the Software Services (“expiration date”).  After the expiration date, the Software Services will cease to function unless the Licensee purchases a license from the Companies for use with the Software Services.  The Licensee agrees not to defeat the Software Services’ expiration mechanism or continue using the Software Services beyond the expiration date without paying a license fee.

10.4 EULA Fees. The Licensee will receive the appropriate activation 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 Companies’ then current fee schedule available on the Companies’ arb-maker.com website.

10.5 The fees for using the Software Services are set forth on the arb-maker.com website may be modified by the Companies. Continued use of the Software Services and the non-termination of your account with the Companies after fee changes are posted to the website constitutes your acceptance of the prices as modified. You agree to pay all fees fully and promptly.

10.6 As all license fees are non-refundable, the Companies 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 Services and use the Software Services for the applicable thirty (30) 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.

10.7 Method of Payment. License fees for the Software Services must be paid in advance. In the event that payment is not made, the Software Services may become unavailable to you and the Companies may terminate this Agreement without notice to you.

10.8 Activation Codes. The Software Services will not operate without the input of a valid activation code and will stop functioning after the expiration of the time period corresponding to the license term represented by the activation code. Upon acquisition by a Licensee of an evaluation term license, or purchase of a month term, annual term or perpetual term license, the Companies will provide the Licensee with activation codes corresponding to the term of such licenses, for use on a single computer.

10.9 Month term licenses expire upon the conclusion of the applicable purchased license term and may be renewed upon expiration. Biannual term licenses expire upon the conclusion of the applicable purchased license term and may be renewed upon expiration. Annual term licenses expire upon the conclusion of the applicable purchased license term and may be renewed upon expiration.

11) Termination.

This EULA is effective until terminated. This EULA will terminate:

11.1 Automatically without notice from the Companies if the Licensee fails to comply with any of the provisions of this EULA.

11.2 Upon the expiration of the license term corresponding to the activation code(s) provided to the Licensee by the Companies unless the Licensee obtains a new activation code (by purchase of a new month, annual term, or perpetual term license) from the Companies prior to the expiration of such license term.

11.3 At the discretion of the Companies. The Companies may terminate this Agreement at any time and for any reason.

11.4 Upon termination of this EULA:

(i) All rights granted to the Licensee under this License shall cease.

(ii) The Licensee must cease all activities permitted by this License.

(iii) The Licensee shall immediately destroy all copies of the Software Services including any modified copies of the Software Services and printed copies of its accompanying written materials, if any. The Licensee agrees to confirm this to the Companies upon request.

 

12) Limited Warranty.

12.1 The Companies’ warranties under this License are given and available only to the Licensee and not to any other person, firm or entity.

12.2 The Companies warrant that the Software Services 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 activation code (provided that the Software Services are properly used on the computer and with the operating system for which it was designed). If the Companies are notified of any such significant failures during the Warranty Period, they will correct such significant failures in the Software Services which have been notified to it within a reasonable time or (at its option) provide or authorize a refund (against return of the Software Services and all copies of the same).

12.3 The above represent the Licensee’s sole remedies for any breach of the Companies’ warranties. Except for any refund elected by the Companies, the Licensee is not entitled to any damages, including but not limited to consequential damages, if the Software Services do not meet the Companies’ 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.

 

13) Disclaimer of Warranty.

13.1 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 Companies for the Software Services. No oral or written information or advice given by the Companies, 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. The Companies do not warrant that the Software Services will meet your requirements or needs. This warranty gives the Licensee specific legal rights. The Licensee may have other rights, which vary from jurisdiction to jurisdiction.

13.2 Use of Internet. The Software Services require Internet access to function. As such, the Software Services are subject to the operation of the Internet and telecommunications infrastructures as well as the operation of your Internet connection services, all of which are beyond the control of the Companies. The Companies do not warrant that the services will be uninterrupted or that you will be able to access or use the Software Services at the location and times of your choosing.

13.3 Except for the Limited Warranty and to the maximum extent permitted by applicable law, the Companies and their suppliers provide the Software Services and support (if any) “as is” and “as available” without warranty of any kind. Any use of the Software Services is at your own risk. The Software Services may contain bugs, errors, and other problems that could cause system or other failures and data loss. Further, the Companies does not warrant, guarantee, or make any representations regarding the use, or the results of the use, of the Software Services or its accompanying written materials in terms of correctness, accuracy, reliability, currentness, or otherwise. The entire risk as to the quality and performance of the Software Services is assumed by the Licensee.

13.4 The Companies do not and are not providing any advice or recommendations regarding the purchase of securities and no information provided by the Companies or the Software Services, including its accompanying written materials, should be construed as any such advice or recommendation.

13.5 The Companies and anyone else who has been involved in the creation, production, or delivery of the Software Services 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 Services, even if the Companies have been advised of the possibility of such damages. The Companies shall have no liability with respect to the content of the Software Services 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.

13.6 The Licensee acknowledges that, in entering into this EULA, no reliance has been placed on any representation, undertaking or promise given by the Companies prior to entering into this EULA except as expressly stated in this EULA.

 

14) Indemnity.

You agree to release, indemnify, defend and hold harmless the Companies and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorney’s fees and expenses, of third parties relating to or arising out of (a) your use or misuse of the Software Services, (b) your breach of this Agreement, or (c) your infringement upon any intellectual property or other proprietary right of any person or entity. The Companies may, at their own expense, assume the defense and control of any matter otherwise subject to indemnification by you. Doing so shall not excuse your indemnity obligations in this Agreement. The terms of this paragraph will survive any termination or cancellation of the Agreement.

 

15) Support.

15.1 The Companies will endeavor to answer by email any queries the Licensee may have regarding the use of the Software Services.

15.2 The Companies have no obligation to make any support available in respect of the Evaluation Version although the Companies may in its sole discretion decide to make support available.

 

16) General.

16.1 The Licensee agrees that the Licensors shall have the right, after supplying undertakings as to confidentiality, to audit any computer system on which the Software Services are installed in order to verify compliance with this EULA.

16.2 This EULA constitutes the complete and exclusive statement of the license agreement between the Licensors 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.

16.3 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.

16.4 Force Majeure. Any delays in or failure by either party in the performance of any obligation under this Agreement shall be excused to the extent that such failure or delay is caused by occurrences beyond the party’s reasonable control, including acts of God, storms, hurricane, earthquakes, riots, war (whether declared or not), sabotage, interruption or failure of telecommunication or digital transmission links, Internet slow-downs or failures, and any other cause that cannot reasonably be foreseen or controlled by such party. A party will not be liable as result of failures or errors related to the use or operation of the Internet.

16.5 Entire Agreement. This EULA contains the entire and exclusive Agreement and understanding between the parties on the subject matter of the Agreement. The Agreement supersedes all prior agreements, understandings and arrangements related to the subject matter. No representation, undertaking or promise made prior to the Agreement shall be effective or valid except as may be expressly stated in the Agreement.

16.6 Waiver. No waiver, delay or discharge by a party will be valid unless in writing and signed by an authorized representative of the party against which its enforcement is sought. Neither the failure of either party to exercise any right of termination nor the waiver of any default will constitute a waiver of the rights granted in the Agreement with respect to any subsequent or other default.

16.7 Amendments. The Companies may amend this Agreement and the Software Services offered under the Agreement at their sole discretion without notice, including license fees, availability, equipment and other requirements, and limits or restrictions on the use of Software Services. The Companies may impose additional restraints on the use of the Software Services at any time. Any amendment made to this Agreement shall be posted on the Companies’ arb-maker.com website and is effective immediately after posting the Agreement. The website posting shall be your sole notice of any such changes. You agree to check the arb-maker.com website periodically to obtain notice of any changes. Continued use of the Software Services after a change constitutes your acceptance of the change. Section headings are for convenience only and are not part of the Agreement itself.

16.8) Assignment. You may not assign or transfer, or purport to assign or transfer, any of your rights, duties, or obligations under the Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law, or otherwise. The Companies may assign or transfer this Agreement at their sole discretion.

16.9) Survival. This Agreement shall be applicable for as long as you have the Software Services downloaded or installed. All provisions regarding confidentiality, proprietary rights, limitation of liability, indemnity, and non-disclosure shall survive this Agreement.

 

17) Resolving Disputes.

17.1 Before filing a claim against the Companies you agree to try to resolve the dispute informally by contacting info@arb-maker.com. We’ll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 30 days of submission, you or the Companies may bring a formal proceeding.

17.2 We Both Agree To Arbitrate. You and the Companies agree to resolve any claims relating to this EULA through final and binding arbitration.

17.3 Arbitration Procedures. The International Centre for Dispute Resolution (ICDR) will administer the arbitration at a location we agree to.

17.4 No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed.

 

18) Governing Law.

This EULA, including without limitation, its Disclaimer of Warranty and limited warranty, are governed by the laws of the State of Iowa.