MetaStock Software License Agreement

(Definitions are set out in Section 27.)

1. USE OF THE SERVICE: Equis grants you a world-wide non-exclusive and nontransferable license to access the Service, Software and the Site, and to view the Information subject to the terms of this Agreement. You agree to comply with the Documentation and this Agreement.

You agree that:

1. you will not use the Service in breach of this Agreement, any applicable laws, regulations or market conventions;
2. you will be responsible for obtaining and maintaining all necessary consents and licenses and for making all filings necessary to receive or use the Service;
3. you will not transmit, undertake or encourage the following in relation to the Service: (i) give unauthorized investment advice or financial promotions; (ii) or use a false address or name, or (iii) use false details or deceive Equis or other Users;
4. natural persons executing this Agreement warrant and represent that they are at least eighteen (18) years of age.

When Equis provides a Service which is accessed using a password, account name or other identifier (collectively, “Password”), you agree that you will (i) ensure each Password is kept confidential and not shared among individuals, and (ii) notify Equis promptly if you become aware of any Password being used by a person not authorized by you to access that Service.

2. USE OF SOFTWARE: If Equis provides you with Software or access to Software, you may only use Software in accordance with the instructions, and in connection with the Services. Subject to the terms and conditions of this Agreement, you are granted a non-exclusive, nontransferable license to use any Software provided as part of any Service.

3. LIMITATIONS ON USE: You may install, use or access the Information only on a single machine permitting use by a single user with one input terminal. Use by more than one user accessing a single copy of the Information is not authorized. The Software requires Product Activation. Activation can be completed over the Internet or by speaking with a MetaStock customer service representative. Product Activation works by validating that the Software's product key, required as part of product installation, has not been used on more machines than is allowed by this Agreement. The Software can be installed on no more than two machines. Activations on the same machine using the same product key are unlimited. Product Activation discourages piracy by limiting the number of times a product key can be activated on different machines. Product Activation will help reduce casual copying by ensuring that the copy of the software product being installed is legal and has been installed on a machine in compliance with the license agreement. Installations beyond those allowed in this Agreement will fail to activate.

The Information may only be reproduced when downloaded and viewed by you for your individual use only. You must not reuse the Information in any other way including redistributing it. You must not allow any third party to use (a) your Security Features or (b) the Service in any manner inconsistent with this Agreement. On termination of this Agreement, your rights to use the Information, Site and the Service cease.

You may only make one (1) copy of the Software for archive or backup purposes. You must erase or destroy all Software upon termination of this Agreement. You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You may not rent, lease or lend or directly or indirectly transfer the Software to any third party.

4. DATA PROTECTION/PRIVACY/COMMUNICATIONS: You agree that information collected about you may be used as set out in the Site’s Privacy Notice(s). If you become aware any data about you or provided by you is inaccurate you must promptly notify us by email at support@equis.com.

5. INFORMATION COLLECTION: The Software may include features that capture various items of system information. The Software will contact our servers periodically reporting the captured information items to us at various times during the installation and use of the Software to verify that the Software is still eligible for use. We will use this information to count the number of installations and to detect piracy of the Software. We may store this information with your account information records we have on file.

6. PROPRIETARY RIGHTS: All intellectual property rights in the Service, Software and the Information, including without limitation copyright and database rights, and patent rights, shall remain the sole and exclusive property of Equis. You shall not remove, conceal, use or amend any copyright, trademark or other proprietary notice incorporated in the Service or in any Software without Equis’ prior written consent. You shall not acquire any rights in the Service, Software or Information and you agree to comply with all intellectual property notices brought to your attention and all relevant laws relating to such rights. Any infringement of the rights of Equis may result in legal action.

7. LICENSEE’S OBLIGATIONS: You hereby undertake the following obligations:
(a) to not print, copy, reproduce, translate, adapt, vary, alter, change, reverse engineer, decompile or modify the Software by any means or in any other form other than to make one temporary copy of the Software for back-up and security purposes;
(b) to supervise and control the use of the Software in accordance with the terms of this Agreement;
(c) to not provide or otherwise make available the Software in any form to any other person;
(d) to not give, lease, assign, license, sub-license, transfer, distribute, disclose, disseminate or publish the Software in any form to any other person, or to cause or allow any person other than the individual licensed party and their immediate dependent family members, to benefit directly or indirectly from the use of the Software, or do or attempt to do any of the following acts;
(1) alter, change, remove or obscure any notices or other indications (including copyright notices) as to ownership of the Software;
(2) access or use the Software on more that one personal stand-alone computer; or
(3) engage in any acts which infringe upon the rights of Equis or its affiliates.
(i) You acknowledge that the License granted herein does not make you the owner of the Software nor does it cause any transfer or assignment of any copyright or intellectual property rights subsisting in the Software to you.

8. FEES: You will be responsible for the payment of all online charges and for the communication facilities which enable you to access the Service and any other applicable VAT, sales taxes or similar taxes. Equis may adjust or change the basis of calculation of the Fees by giving you notice on or before the commencement of your next Billing Cycle. Such change will be effective on the first day of the next Billing Cycle. Following notice of an increase in the Fees, you may terminate your access to the Service. Termination of your access to the Service will take effect on the first day of the next Billing Cycle.

Equis will use reasonable endeavors to provide reasonable notice of any change to Fees which relate to fees imposed by a third party but you agree that these may change without notice if a change is imposed on Equis by any such third party. Equis shall be entitled to charge you interest at 1% per month or the maximum allowed by law (whichever shall be the lower) on any overdue Fees.

9. PAYMENT: Payment for the Service can only be made via a credit/debit card or an automated electronic account withdrawal (available for U.S. customers only). Monthly and annual subscriptions will be billed to your credit card or withdrawn from your account on the first day of each Billing Cycle (monthly or annually) until the Service is cancelled. Charges for monthly and annual subscriptions are not refundable once billed. There will be no partial or pro-rated refunds. Monthly and annual subscriptions will automatically renew unless you notify us that you want to terminate the Service. Termination of your access to the Service will take effect on the first day of the next Billing Cycle.

Exchange fees for receiving real-time data will only be billed monthly, and are non-refundable.
Exchanges reserve the right to change these fees at any time. Equis also reserves the right to change the Service fees at any time.

10. SECURITY FEATURES: You agree to keep your Security Features confidential and secure and not to assign, share, sell, barter, transfer, recklessly compromise them or exchange them. If you learn or suspect that a Security Feature has been obtained by another person or been compromised or the security of the Service has been affected, you must promptly notify Equis by using "Contact Us" and/or take any appropriate security measures. You agree to cooperate with Equis reasonable in any security investigations. Any attempt to access any part of the Site which requires Security Features without the required Security Features and/or payment of the Fees or any attempt to tamper with Security Features is unlawful and a material breach of this Agreement and could result in criminal and/or civil penalties. Equis may change Security Features on notice to you for security reasons.

11. DURATION: This Agreement will take effect from the date on which Equis notifies you that you are permissioned for the Service by sending you an e-mail containing your user id and password.

12. TERMINATION: Either you or Equis may terminate this Agreement at any time during a Billing Cycle. Such notice of cancellation will be effective from the first day of the next Billing Cycle.

Equis may terminate or suspend your access to the Site, or a Service or any part, immediately if you are in material breach of any of this Agreement and you fail to remedy such breach (if capable of remedy) within 14 days of Equis requesting that you do so. Failure to make payment of the Fees when due constitutes a material breach of this Agreement. Equis may terminate or suspend your access to a Service if you cease to meet the published eligibility criteria or if any related Service is ended. Equis may without notice suspend yours or everyone’s access to the Service, for security reasons or where it is reasonable to do so to protect its or another's legitimate interests.

13. FORM AND CONTENT: Equis retains control over the form and content of the Service. Equis may modify or cancel the Service or part of the Service. Equis shall use reasonable means to give you a minimum of 30 days notice of a material modification or cancellation. However, you recognize that where the modification or cancellation is imposed by a third party information provider, then Equis may give you less notice of a change or modification. If Equis cancels or substantially modifies the Service or part of the Service, you may terminate your access to the Service with effect from (a) the first day of the next Billing Cycle where your Billing Cycle is monthly or (b) where your Billing Cycle is yearly, thirty (30) days after Equis notifies you of such change or modification.

14. WARRANTY DISCLAIMER: YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE, SOFTWARE AND INFORMATION IS AT YOUR SOLE RISK. NEITHER EQUIS, NOR ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, NOR ANY THIRD PARTY INFORMATION PROVIDERS WARRANT THAT THE SERVICE, SOFTWARE AND INFORMATION WILL BE UNINTERRUPTED OR ERROR FREE OR HAVE 100% UPTIME NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICE, SOFTWARE OR INFORMATION OR AS TO THE ACCURACY OR RELIABILITY OF THE CONTENT OR ANY INFORMATION PROVIDED THROUGH THE SERVICE.

You are reminded that the Internet is publicly accessible and liable to failure and delays and therefore Equis cannot guarantee the arrival of messages over the Internet, nor the security of Equis services that use the Internet. Equis is not responsible for any third party software being used by you where Equis does not itself directly provide such third party software to you. Equis is not liable for matters beyond its reasonable control, such as problems with telecommunications networks, computer viruses, unauthorized access or issues related to your security arrangements.

THE SERVICE, SOFTWARE AND INFORMATION ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICE, SOFTWARE AND INFORMATION OR AGAINST INFRINGEMENT, WARRANTIES OF TITLE OR IMPLIED WARRANTIES (BY LAW OR OTHERWISE) OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.

15. HYPOTHETICAL PERFORMANCE RESULTS: HYPOTHETICAL PERFORMANCE RESULTS HAVE MANY INHERENT LIMITATIONS, SOME OF WHICH ARE DESCRIBED BELOW. NO REPRESENTATION IS BEING MADE THAT ANY USER WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE SHOWN. IN FACT, THERE ARE FREQUENTLY SHARP DIFFERENCES BETWEEN HYPOTHETICAL PERFORMANCE RESULTS AND THE ACTUAL RESULTS SUBSEQUENTLY ACHIEVED BY ANY PARTICULAR TRADING PROGRAM.

ONE OF THE LIMITATIONS OF HYPOTHETICAL PERFORMANCE RESULTS IS THAT THEY ARE GENERALLY PREPARED WITH THE BENEFIT OF HINDSIGHT. IN ADDITION, HYPOTHETICAL TRADING DOES NOT INVOLVE FINANCIAL RISK, AND NO HYPOTHETICAL TRADING RECORD CAN COMPLETELY ACCOUNT FOR THE IMPACT OF FINANCIAL RISK IN ACTUAL TRADING. FOR EXAMPLE, THE ABILITY TO WITHSTAND LOSSES OR TO ADHERE TO A PARTICULAR TRADING PROGRAM IN SPITE OF TRADING LOSSES ARE MATERIAL POINTS WHICH CAN ALSO ADVERSELY AFFECT ACTUAL TRADING RESULTS. THERE ARE NUMEROUS OTHER FACTORS RELATED TO THE MARKETS IN GENERAL OR TO THE IMPLEMENTATION OF ANY SPECIFIC TRADING PROGRAM WHICH CANNOT BE FULLY ACCOUNTED FOR IN THE PREPARATION OF HYPOTHETICAL PERFORMANCE RESULTS AND ALL OF WHICH CAN ADVERSELY AFFECT ACTUAL TRADING RESULTS.

16. LIMITATION OF LIABILITY: TO THE EXTENT PERMITTED BY THE LAWS APPLICABLE TO THIS AGREEMENT, THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LABOR DISPUTE, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR AN AUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF A RECORD, OR ACT OF GOD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.

TO THE EXTENT PERMITTED BY LAWS APPLICABLE TO THIS AGREEMENT, IN NO EVENT SHALL EQUIS OR ANY OF ITS AFFILIATES, AGENTS OR THIRD PARTY INFORMATION PROVIDERS BE LIABLE FOR:

1. ANY DAMAGES INCURRED BY YOU OR ANY THIRD PARTY INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, ECONOMIC LOSS OR LOST PROFITS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, SOFTWARE OR INFORMATION UNLESS CAUSED BY EQUIS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (IN WHICH CASE THE LIABILITY SHALL NOT EXCEED one (1) MONTH SERVICE FEES OR IF THE SERVICE IS FREE OF CHARGE $100 IN TOTAL).
2. ANY LOSS WHICH IS NOT REASONABLY FORESEEABLE HOWSOEVER CAUSED.

17. EVALUATION PERIODS: In some circumstances Equis may make the Service, Software or Information or any part available to you on an evaluation or pilot basis. In these circumstances, Equis specifically alerts you to the fact that outages may occur, content changes may occur and/or navigation may be discontinued. Equis does not guarantee that a final Service based on the evaluation Service will be released or that it will be the same or similar to the evaluation or pilot Service.

18. DOWNLOADS: YOU ARE RESPONSIBLE FOR ENSURING THAT YOUR COMPUTER ENVIRONMENT IS PROPERLY PREPARED TO RECEIVE ANY DOWNLOAD OF SOFTWARE FROM THE SITE. EQUIS DOES NOT GUARANTEE THAT ANY SOFTWARE WILL PERFORM SATISFACTORILY WITH ANY HARDWARE OR SOFTWARE USED BY YOU. YOU AGREE THAT EQUIS WILL NOT BE RESPONSIBLE FOR ANY REDUCED PERFORMANCE OF ANY SERVICE OR LOSS (INCLUDING LOSS OF DATA) OR DAMAGE WHICH IS DUE TO YOUR ADDING TO OR ACCESSING ANY SOFTWARE DOWNLOADED FROM THE SITE IN CONJUNCTION WITH ANY SYSTEM, SOFTWARE, DATA OR EQUIPMENT.

19. NON-COMMERCIAL, NON-PROFESSIONAL USE: YOU WARRANT AND REPRESENT THAT (A) IN ACCESSING AND USING THE SERVICE YOU ARE DOING SO ONLY FOR YOUR PERSONAL, NON-COMMERCIAL, NON-PROFESSIONAL USE AND WILL NOT COPY, MODIFY, ADAPT, PUBLISH, RETRANSMIT, REDISTRIBUTE, LEND, SELL, SUBLICENSE, OR OTHERWISE USE OR TRANSFER THE INFORMATION EXCEPT AS OTHERWISE PERMITTED IN THESE TERMS, (B) YOU WILL NOT USE ANY INFORMATION CONTAINED IN THE SERVICE IN CONNECTION WITH ANY BUSINESS OR COMMERCIAL ENTERPRISE, INCLUDING WITHOUT LIMITATION, ANY SECURITIES, INVESTMENT, ACCOUNTING, BANKING, LEGAL OR MEDIA BUSINESS OR ENTERPRISE AND (C) THE DETAILS/INFORMATION PROVIDED BY YOU TO EQUIS OR ITS AGENTS ARE AND WILL CONTINUE TO BE ACCURATE AND YOU HAVE THE OBLIGATION TO PROVIDE SUCH INFORMATION.

20. INDEMNIFICATION: YOU AGREE TO INDEMNIFY EQUIS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, AND ANY THIRD PARTY INFORMATION PROVIDERS FOR ANY LOSSES, COSTS, CLAIMS OR EXPENSES IT SUFFERS AS A RESULT OF YOUR BREACH OF THESE TERMS OR AS A RESULT OF YOUR TRADING OR YOUR OTHER ACTIVITY VIA THE SERVICE.

21. HYPERLINKS: You may, through hypertext or other computer "links", gain access to other sites which are not part of this Site. Equis assumes no responsibility or liability for any material outside of the Site which may be accessed through any such "link". The provision by Equis of a link to another site does not constitute an authorization by Equis to access materials at that site or an endorsement by Equis of any such material.

22. GOVERNING LAW AND JURISDICTION: THESE TERMS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF STATE OF NEW YORK. BOTH PARTIES CONSENT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF NEW YORK, AND OF ANY COURT TO WHICH AN APPEAL THEREFROM MAY BE TAKEN.

23. EXPORT: You agree to fully comply with all applicable laws and export regulations. Permanent or temporary residents of the following embargoed countries are not entitled to register for or access the Service: Cuba; Iran; Iraq; Libya; North Korea; Sudan and Syria. Equis may terminate this Agreement with immediate effect if you breach these provisions.

24. GENERAL: (a) This Agreement, the Documentation and any statements in respect of test or evaluation periods represent the final, entire and exclusive agreement between you and Equis relating to the Service, Software, Site and Information and supersede all other prior agreements or understandings between the parties relating thereto. (b) Delay or failure by either party in enforcing the terms of this Agreement at any time will not constitute a waiver by that party of its rights or remedies. (c) Equis may modify this Agreement at any time by notifying you of any changes by email. Any such changes will be effective from 24 hours after emailing by Equis. You may terminate this Agreement by notice to Equis if the modification results in a substantial change to your ability to use the Service with effect from (i) the first day of the next Billing Cycle where your Billing Cycle is monthly or (ii) where your Billing Cycle is annual, thirty (30) days after Equis notifies you of such modification. (d) If any part of this Agreement is held to be invalid or unenforceable, the validity or enforceability of the remainder will not be affected. (e) You may not assign any of your rights and obligations under this Agreement or any part of it and any assignment made by you shall be ineffective. You agree that Equis may assign any or all of its rights and obligations to a member of the Thomson Reuters group of companies with your consent not to be unreasonably withheld. You are deemed to have consented to the assignment if you do not notify us to the contrary within 30 days of our notice to you. (f) Any e-mail which Equis sends you in respect to the Service shall be deemed effective within 24 hours.

25. INFORMATION AND SUPPORT: Equis provides certain information and support in respect to the Service. You may notify Equis of your support questions or other comments and Equis shall respond as soon as is reasonably practicable.

26. SURVIVAL: The provisions of Sections 4, 5, 6, 7, 8, 9, 10, 13, 14, 15, 16, 19, 20, 22, 23 and 24, shall survive termination or expiration of this Agreement.

27. DEFINITIONS:

Billing Cycle means each monthly or annual period commencing on the date Equis accepts your registration details and sends you an email containing your user id and password.

Documentation means any specific rules, code of conduct, Rule Books, Certificate Policies or Certificate Practice Statements or similar documentation Equis issues in relation to the Service.

Equis means Equis International, a Thomson Reuters company, whose principal place of business is at 90 South 400 West, Suite 620, Salt Lake City, UT 84101, USA.

Fees means the fees charged by Equis from time to time for the license herein, supply of the Service, and other services/products covered by this Agreement.

Information means all and any information and other content, whether static or changing, which is provided by Equis as part of the Service.

Non-Professional means any natural person who is neither: (a) registered or qualified in any capacity with the SEC, the Commodities Futures Trading Commission (CFTC), National Futures Association (NFA), any state securities agency, any securities exchange or association, or any commodities or futures contract market or association; (b) engaged as an "investment advisor" as that term is defined in Section 201 (11) of the Investment Advisors Act of 1940 (whether or not registered or qualified under that Act); nor, (c) employed by a bank or other organization exempt from registration under federal or state securities laws to perform functions that would require registration or qualification if such functions were performed for an organization not so exempt, (d) using or intending to use the Information for the direct or indirect benefit of any party or entity other than their own natural person and immediate family member dependents.

Site means the Service home page and accompanying pages.

Service means MetaStock Software, including the Information in the Service and any Security Features.

Security Features means any passwords, PIN key, smartcard, physical token or similar or related data or feature.

Software means any software provided as part of or in connection with the Service.

Users means users of the Service.