END USER LICENSE AGREEMENT
This is an agreement ("Agreement") between Zanmoor Investments, LLC, an Ohio limited liability company (“Company”), and you for the UC EMA BOT© software (“Software”).
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS IMPORTANT TERMS THAT AFFECT YOU AND YOUR USE OF THE SOFTWARE. BY CLICKING "I ACCEPT", INSTALLING, COPYING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK "I ACCEPT" AND DO NOT INSTALL, COPY, OR USE THE SOFTWARE.
1. Software License
Subject to the terms and conditions of this Agreement and during the term of this Agreement, the Company hereby grants you non-exclusive, non-sublicensable, non-transferable license, to install and use one copy of the Software in object code form, only on a single personal computing device, solely to use the services and functions made available by the Software for your own personal use (the “Permitted Purpose”). Any Software that updates, supplements or replaces the original Software is governed by this Agreement unless separate license terms accompany such update, supplement or replacement, in which case such separate terms will govern in the event of a conflict with this Agreement or as otherwise provided in such separate terms.
2. License Limitations
Section 1 states the entirety of your rights with respect to the Software, and the Company reserve all rights not expressly granted to you in this Agreement. Without limiting the foregoing, you will not do, or authorize or permit any other party to do, any of the following: (a) distribute, sub-license, sell, assign, or otherwise transfer or make available the Software; (b) use the Software for any purpose other than the Permitted Purpose; (c) reverse engineer, decompile, disassemble or otherwise attempt to discover or re-create the source code for the Software; (d) modify, adapt, alter, improve or create any derivative works of the Software; (e) connect the Software with any online services or use the Software in conjunction with other software or services not provided by or permitted by Company; (f) remove, circumvent or create or use any workaround to any copy protection or security feature.
3. Ownership and Confidentiality
The Software is licensed, not sold, to you. The Company owns all right, title and interest in and to the Software, including all copyright, patent and other intellectual property or other proprietary rights in the Software. No title to or ownership of the Software or any associated intellectual property or proprietary rights are transferred to you by this Agreement.
4. Disclaimers and Limited Warranty.
The Company represents and warrants that the Software, when properly installed by you will perform the functionality substantially as described in the Company's then current Documentation for such Software for a period of ninety (90) days from the date of download or shipment. THERE ARE NO OTHER WARRANTIES RESPECTING THE SOFTWARE AND DOCUMENTATION OR SERVICES PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF COMPANY HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF THE COMPANY IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF THE COMPANY AS SET FORTH HEREIN.
5. Limitation of Liability.
You use the Software at your own risk. The Company does not guarantee any profits or results by using this Software and is not responsible or liable for your direct or indirect obligations, liabilities, claims, liens or encumbrances, demands, losses, damages, causes of action, judgments, costs and expenses (including attorneys’ fees), whether direct, contingent or consequential, and no matter how arising or incurred by you. In no event shall the aggregate liabilty of the Company exceed the compensation you have paid the Company for use of the Software.
Futures trading and forex trading involve a substantial risk of loss and is not appropriate for everyone. No representation is being made that utilizing the Software will result in profitable trading or be free of risk of loss. Before deciding to trade or invest you should carefully consider your investment objectives, level of experience, and ability to tolerate risk. The possibility exists that you could sustain a loss of some or all of your initial investment. Only risk capital should be used. The Company is not licensed in any jurisdiction as a broker, financial advisor, investment advisor, portfolio manager or tax advisor. Nothing contained in the Software or disseminated by the Company constitutes investment, legal, tax or other advice. Past performance is not necessarily indicative of future results.
6. Hypothetical Performance Disclosure
Hypothetical performance results have many inherent limitations, some of which are described below. No representation is being made that any account 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 of 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 which can adversely effect trading results.
7. No Refund
Once you have remitted payment to the Company and downloaded or received the Software there shall be no refund to you under any circumstances.
8. Termination
Company may terminate this Agreement at any time if it discovers that you have breached the terms of this Agreement. You may terminate this Agreement by cancelling your Company Services account, if any, opened in connection with your use of the Software, deleting all copies of the Software in your possession or control. In the event of the termination of this Agreement by Company for your breach hereof: (a) the license granted to you in this Agreement will terminate; (b) you must immediately cease all use of the Software and destroy or erase all copies of the Software in your possession or control; and (c) the Sections necessary to enforce the Company's rights hereunder will survive any such termination.
9. Governing Law; Jurisdiction
Unless expressly prohibited by local law, this Agreement is governed by the laws of the State of Ohio, without regard to any conflict of law principles to the contrary. You hereby irrevocably consent to jurisdiction of the state and federal courts located in Ohio with respect to any proceeding regarding this Agreement or the Software. The 1980 UN Convention for the International Sale of Goods or any successor thereto does not apply to this Agreement. You will not prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement or the Software except in such courts.
10. General
(a) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect, and the remaining provisions will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force.
(d) Assignment. You may not assign or otherwise transfer this Agreement, or assign, sublicense or otherwise transfer any of your rights under this Agreement without the prior written consent of Company, and any attempted assignment without such consent will be void.
(c) Entire Agreement. This Agreement is the entire agreement between you and the Company for the Software product, and this Agreement supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Software product or any other subject matter covered by this Agreement.
(e) Attorney's Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and reasonable attorney's fees.