THIS SOFTWARE END USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR ACQUIRED BY OR FOR AN ENTITY, AN ENTITY) AND CHART DYNAMIX LLC. IT PROVIDES A LICENSE TO USE THIS SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE YOU ARE INDICATING YOUR ASSENT TO THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING TERMS, DO NOT DOWNLOAD OR INSTALL THE SOFTWARE, DISCONTINUE ITS USE IMMEDIATELY AND DESTROY ALL COPIES IN YOUR POSSESION.
a) “CDX” shall mean Chart Dynamix LLC.
b) “Software” means the executable code of this CDX product including but not limited to additional tools, libraries, source files, header files, data files, any updates or error corrections provided by CDX, any user manuals, guides, printed materials, on-line or electronic documentation.
c) “License Key” means a serial number issued to you by CDX to activate and use the Software.
d) “Named User” is an individual authorized by You to use the Software through the assignment of a single user ID, regardless of whether or not the individual is using the Software at any given time. A non-human operated device is counted as a User in addition to all individuals authorized to use the Software, if such device can access the Software.
e) “Maintenance Plan” is a time-limited right to technical support and Software updates and upgrades. Technical support only covers issues or questions resulting directly out of the operation of the Software. CDX will not provide you with generic consultation, assistance, or advice under any other circumstances.
2. LICENSE GRANTS
2.1 Freeware Features License. CDX grants you an unlimited license to use the Freeware Features of the Software. The install packages created using only the Freeware Features can be freely redistributed and used only for non-commercial purpose.
2.2 Trial Period License. Not all CDX software includes a Trial Period. If included, you may download and use the Software free of charge for fourteen (14) days after check-out (“Trial Period”). During the Trial Period, CDX grants You a limited, non-exclusive, non-transferable, non-renewable license to copy and use the Software for evaluation purposes only and not for any commercial use. At CDX’s discretion, CDX may provide limited support through email or discussion forums at CDX web site. The evaluation copy of the Software contains a feature that will automatically disable the Software at the end of Trial Period. CDX will have no liability to you if this feature disables the Software.
2.3 License After Trial Period (if included). During the Trial Period, you have the option of cancelling the automatic subscription renewal in order to avoid payment that you agreed to upon checkout. Upon your payment of the subscription fee, CDX provides you with a registration number (“License key”) and grants you a limited, non-exclusive, non-transferable license to:
f) use the Software on a Named User basis meaning specific individuals are authorized to access the Software and the total number of named users may not exceed the total number licensed by You.
g) copy the Software in machine-readable form solely for archival and backup purposes.
2.4 Subscription. This Software is licensed by subscription. Your license will remain valid for as long as your subscription remains active. Failure to renew your subscription for any reason may result in the cancellation of your license without warning. The Software contains a feature that will automatically disable the Software when your subscription is cancelled. CDX will have no liability to you if this feature disables the Software.
2.5 The Named User of the Software may install and use the Software on up to two computers (including operating systems and Virtual Machine Environments).
2.6 Floating License (if purchased). Under the terms of a Floating License, you may install the Software on an unlimited number of machines. All machines using the Software must have the ability to communicate with a license server. The number of users that may use the Software concurrently at any time must not exceed the number of Floating User Licenses purchased for such use.
3. LICENSE RESTRICTIONS
3.1 You shall undertake any necessary steps to protect the License Key against unauthorized use.
3.2 You may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.
3.3 You may not sell, rent, lease, sub license, transfer, resell for profit or otherwise distribute the Software or any part thereof.
3.4 You may not modify the Software or create derivative works based upon the Software.
3.5 You may not remove or obscure any copyright and trademark notices relating to the Software.
4. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
4.1 This Agreement gives you limited rights to use the Software. CDX retains all rights, title and interest in and to the Software and all copies thereof, including copyrights, patents, trade secret rights, trademarks and other intellectual property rights. All rights not specifically granted in this Agreement, including International Copyrights, are reserved by CDX. The structure, organization and code of the Software are valuable trade secrets and confidential information of CDX.
5. LIMITATION OF LIABILITY
5.1 CDX’s cumulative liability to You or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed the license fee paid to CDX for use of the Software.
5.2 CDX shall be relieved of any and all obligations for any portions of the software that are revised, changed, modified, or maintained by anyone other than CDX.
6. PATENT AND COPYRIGHT INDEMNITY
6.1 CDX represents and warrants that the Software shall not infringe or misappropriate any copyrights, patents, trade secret rights, trademarks and other intellectual property rights.
6.2 In the event the Software is found to infringe, CDX will have the option, at its expense, to
h) modify the Software to cause it to become non-infringing;
i) substitute the Software with other Software reasonably suitable to You, or
j) if none of the foregoing remedies are commercially feasible, terminate the license for the infringing Software and refund any license fees paid for the Software.
6.3 CDX will have no liability for any claim of infringement based on
k) code contained within the Software which was not created by CDX;
l) use of a superseded or altered release of the Software, except for such alteration(s) or modification(s) which have been made by CDX or under CDX’s direction, if such infringement would have been avoided by the use of a current, unaltered release of the Software that CDX provides to You, or
m) the combination, operation, or use of any Software furnished under this Agreement with programs or data not furnished by CDX if such infringement would have been avoided by the use of the Software without such programs or data.
7. LIMITED WARRANTIES
7.1 THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS. CDX MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. CDX MAKES NO REPRESENTATION THAT ANY OF ITS SOFTWARE WILL OR IS LIKELY TO HELP THE USER ACHIEVE FINANCIAL PROFITS. WITHOUT LIMITATION, YOU ASSUME SOLE RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE SOFTWARE. CDX MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES. IN PARTICULAR, THE SOFTWARE IS NOT DESIGNED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE. CDX EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES.
7.2 CDX warrants that it holds the proper rights allowing it to license the Software and is not currently aware of any actions that may affect its rights to do so.
7.3 CDX cannot guarantee that the Software will work at all times. If you change your operating system or the hosting platform, the software may not work anymore. You acknowledge and agree that such changes are fair and reasonable.
7.4 You should make sure that it is legal to use the Software in your country or jurisdiction. CDX only provides a license for You to use the software. It is Your responsibility to make sure that You are allowed to use the Software.
7.5 CDX reserves the right at any time to cease the support of the Software and to alter prospectively the prices, features, specifications, capabilities, functions, licensing terms, subscription terms, release dates, general availability or other characteristics of the Software.
8. MAINTENANCE PLAN
8.1 At any time prior to the expiration of your Maintenance Plan and 14 days after, you may purchase an extension to the current Maintenance Plan. This additional Maintenance Plan will extend the availability of your current Maintenance Plan for a period of time beginning with the date when your Maintenance Plan expires.
8.2 For a limited time after the expiration of your Maintenance Plan, you may purchase a renewal of your Maintenance Plan. This will provide you with a new Maintenance Plan that will begin at the date the renewal is purchased.
8.3 If you do not purchase any additional Maintenance Plan, you will still have the right to use the existing Software but you will lose the right to technical support and Software updates and upgrades as of the date your current Maintenance Plan expires.
8.4 For customers that purchase or already own multiple licenses, a Maintenance Plan must be purchased for each license.
8.5 Technical support is provided via electronic mail at the address specified on the web site. CDX will use its best efforts to provide you with technical support within five (5) business days of your request. Please check our website to find our latest contact information.
8.6 The latest information is provided on the web site at: https://www.chartdynamix.com Please refer to the following web page for additional support information: https://support.chartdynamix.com
9.1 Except as provided herein, support for the Software is provided to you free of charge while your current Maintenance Plan is valid. If CDX discontinues any version of the Software, CDX reserves the right to limit or cease product support and updates for such discontinued version. CDX reserves the right to discontinue free support with thirty (30) days written notice posted to the CDX or the Software web site.
10. INTERNET-BASED SERVICES
10.1 Consent for Internet-Based Services. Certain Software features connect to CDX or service provider computer systems over the Internet. In some cases, you will not receive a separate notice when they connect. You may switch off these features or not use them. BY USING THESE FEATURES, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION. CDX does not use the information to identify or contact you. For more information, see https://www.chartdynamix.com/privacy-policy.
10.2 Computer Information. The Software features use Internet protocols, which send to the appropriate systems computer information, such as your Internet protocol address, the type of operating system, browser and name and version of the software you are using, and the language code of the device where you installed the software. CDX uses this information to make the Internet-based services available to you.
10.3 Customer Experience Improvement Program (CEIP). The Software may use CEIP, which automatically sends to CDX anonymous information about your hardware and how you use this software. We may use the computer information, and CEIP information, to improve our software and services. We may also share it with others, such as hardware and software vendors. They may use the information to improve how their products run with CDX software.
11. HIGH RISK ACTIVITIES
11.1 The Software is not fault-tolerant and is not designed, produced, or intended for use or resale as autonomous control equipment requiring fail-safe performance, such as in the operation of communication systems, automated trading systems, or automatic order execution systems in which the failure of the Software could lead directly to financial loss, psychological affects, health damages, equipment or environmental damage (“High Risk Activities”). CDX and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.
12. THIRD PARTY SITES AND SOFTWARE
12.1 This Software will direct you to third party Web sites. CDX does not control, endorse, or guarantee content, including software, data or other information found on such third-party sites. You agree that CDX is not responsible for any content, associated links, resources, or services associated with a third-party site. You further agree that CDX shall not be liable for any loss or damage of any sort associated with your use of third-party content. Access to these sites is provided for your convenience only.
12.2 This Software may contain third party software. By accepting this EULA, You are also accepting the additional terms and conditions with respect to such software, if any, forth herein.
13. AUDIT RIGHTS
13.1 CDX audits your use of the Software to verify compliance with this Agreement. The Software is configured to enable periodic HTTP communication with CDX servers. During this communication, license information is transmitted from the Software to CDX to ensure license compliance. The information transmitted during these periodic updates may include the operating system, license serial number, and other relevant information to verify compliance. If you are unable or unwilling to provide this communication capability, CDX reserves the right to prevent your use of the software without warning until communication is reestablished. If the usage of the Software is considered to be out of compliance with this Agreement, the Software may, without notice, cease to function.
13.2 During the audit process, CDX has the ability to personally identify the individual that registered with CDX to acquire the Software license (“Registrant”) through using the personal information the Registrant provided to CDX during the registration or purchase process. Such personal information will only be used by CDX in connection with such audit process.
14.1 If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected.
15. GOVERNING LAW
15.1 This Agreement is to be governed by and construed in accordance with the laws and jurisdiction of the defending party. Service of process upon either party shall be valid if served by registered or certified mail, return receipt requested and to the most current address provided by such party. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
16.1 Your license to use the Software continues until terminated. This license will terminate automatically if you fail to comply with any term hereof. No notice shall be required from CDX to affect such termination. You may also terminate this Agreement at any time by notifying CDX in writing of termination. On termination, you must destroy all copies of the Software. Your obligation to pay accrued charges and fees shall survive any termination of this Agreement.
17.1 Neither this Agreement nor any rights granted hereunder may be sold, leased, assigned, or otherwise transferred, in whole or in part, by you, whether voluntary or by operation of law. Any such attempted assignment shall be void and of no effect without the prior written consent of CDX.
18. ENTIRE AGREEMENT
18.1 This Agreement contains the entire agreement between CDX and You related to the software and supersedes all prior agreements and understandings, whether oral or written. It may be amended only by a writing executed by both parties.