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Software Download And Installation Agreement
Please read this entire agreement carefully. This Software Download and Installation Agreement is a contract between you and DataNext.
If you do not understand or do not agree with these terms and conditions of use, please do not download or install this Software.
By downloading or installing the TzaraNext Software, you agree to be bound by this Software Download and Installation Agreement ("Agreement").
The Software Download and Installation Agreement is a legal agreement between you (both as an individual and any legal entity on whose behalf such individual is acting) ("you" or "your") and DataNext Limited ("DataNext"), for the download or installation of Software provided to you by DataNext.
The Parties agree as follows:
1. Acceptance of Terms
- By downloading, installing, copying, or saving any Software, you are becoming a party to this agreement and you are accepting and consenting to be bound by all the terms and conditions of this Agreement. If you do not agree, do not download, install, copy, or save Software. If you do not agree to the terms and conditions of this Agreement and you have already downloaded, installed, copied, or saved any Software, then you should remove the Software from your system and destroy all copies.
- DataNext reserves the right to modify this Agreement at any time, and without prior notice. The most recent version of this Agreement is available through the TzaraNext.com website.
- You understand and agree that downloading, installing, copying, or saving any Software after modifications to this Agreement have been made indicates acceptation of the amended Agreement.
2. General
- In this Agreement, Customer and DataNext are hereinafter referred to collectively as the "Parties" and individually as a "Party".
- In interpreting this Agreement:
- the use of the singular includes the plural and the use of the plural includes the singular;
- it is not intended that the headings should be taken into account;
- any words following the terms "including", "include", "such as", "in particular", "for example", or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase, or term preceding those terms; and
- the term "sole discretion" with respect to any determination to be made by a Party under this agreement means the sole discretion of that Party, without regard to any standard of reasonableness or other standard by which the determination of that Party might be challenged.
3. Service Eligibility
You represent and warrant that you are:
- of legal age or older;
- otherwise recognized as being able to form legally binding contracts under applicable law; and
- not a person barred from receiving Software under the laws of Guernsey or other applicable jurisdiction.
4. Competitors
- You understand and agree that you are not allowed to access the TzaraNext Software or Services if you represent, are employed or contracted by, or are acting on behalf of a direct competitor, except with consent in the form of a written agreement that is executed and delivered by both Parties.
- You understand and agree that you are not allowed to access any Software or Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
5. Additional Agreements
Use of Services not expressly allowed in this Agreement is governed by additional agreements. In those circumstances, you will be legally bound by this Agreement and any additional terms and conditions of service we present to you. In the event there is any conflict or inconsistency between this Agreement and the other terms or conditions that may apply to a service, the latter shall have precedence with respect to your access and use of that service.
In particular, the use of Test Trial Services and paid Services are governed by specific additional agreements
6. Definitions
"You" (or "you") or "your" means the legal entity or person who installs the Software.
"Services" means services that DataNext provides to you, including the right to use the TzaraNext Software under the terms of this Agreement and the provision of Market Data, Bulletins, and other information.
"User" means the person to whom a User Account or test trial User is attributed.
"User Account" means an account in the name of a person allowing access to Services.
"TzaraNext Software" means the client-side executable, files, and databases constituting the Software together with the installer, installation keys, authorization keys, passwords, data, documentation, updates, and upgrades supplied by DataNext to its customers and Users.
"Software" means the software programs, including the TzaraNext Software, protocols, databases, and files, which enable the provision of Services.
"Third-Party Software" means the software of certain third parties that may be delivered with the Software.
"Bulletin" means a written instrument analysis report provided through the TzaraNext Software.
"Chart" means a graphic displayed in a window of the TzaraNext Software.
"Proprietary Information" means Software, Charts, Bulletins, and accompanying documentation provided by DataNext and any printouts and screenshots of Software, Charts, Bulletins, and accompanying documentation.
"Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
7. Use of TzaraNext Software
You may download, save, and install the TzaraNext Software:
- only if DataNext provides you with the TzaraNext Software or access to the TzaraNext Software; and
- only if you comply with all the terms of this Agreement.
8. Installation and Limitations on Use
- You may install the TzaraNext Software only with a valid installation key provided to you by DataNext.
- You are allowed to install only a single copy of the TzaraNext Software.
- You are not allowed to use an installation key other than the one provided to you by DataNext.
- You are not allowed to transmit or provide access to any Software through the Internet, Intranet, ExtraNet, or any other means.
- You are not allowed to transmit or provide access to any Software through the Internet, Intranet, ExtraNet, or any other means.
- You are not allowed to use Services that are not expressly allowed under the terms of this agreement without executing an agreement with DataNext for the provision of such Services.
9. System Requirements
The performance and functioning of Software may be affected by the hardware and software of your computer system. You agree and acknowledge that it is your responsibility to ensure that your hardware and software meet DataNext's minimum system requirements as indicated on the TzaraNext.com website.
10. Property Rights Notice
- You acknowledge that Proprietary Information is the confidential, proprietary, and trade secret property of DataNext or its licensors and that you acquire no right or interest in any Proprietary Information.
- All rights to Services, Software, Market Data, Charts, and Bulletins, including all Intellectual Property Rights therein, are and will remain the property of DataNext or its licensors.
- You acknowledge that all rights in and to the Services, including the Software, Charts, and Bulletins, not expressly granted to you in this Agreement are reserved and retained by DataNext or its licensors without restriction, including the right to sole ownership of the Software.
- Without limiting the generality of the foregoing, you will not, and will not allow any third party to:
- distribute, rent, lease, publish, display on any printed material, or license all or any portion the Software, Charts, Bulletins, or Services;
- copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile any part of the Software or otherwise attempt to discover any source code or trade secrets related to the Software or Services;
- rent, lease, sell, assign or otherwise transfer rights in or to the Software, Charts, Bulletins, or the Services;
- use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Services or the Software;
- use the trademarks, trade names, service marks, logos, domain names, icons, images, graphics, and other distinctive brand features or any copyright or other proprietary rights associated with the Software or Services for any purpose without the express written consent of DataNext;
- register, attempt to register, or assist anyone else to register any trademark, trade name, service marks, logos, domain names, icons, images, graphics, and other distinctive brand features or any copyright or other proprietary rights associated with DataNext or its licensors; or
- remove, obscure, or alter any notice of copyright, trademark, or other proprietary right contained or appearing in the Software or Services or appearing on any item included with the Software or Services.
11. Customer Information
In order to provide Services to you, DataNext may collect personally identifiable information from you, including information on your identity, contact information, and mailing address. You consent to the collection of this information from you by DataNext.
12. Non-Personal Information
- All information submitted to DataNext, other than personal information required from you to provide Services, will be deemed non-personal.
- Any non-personal information or material you transmit to DataNext, including emails, information transmitted from or posted on the TzaraNext.com website, and information transmitted through the TzaraNext Software, will be deemed non-confidential and non-proprietary and can be used for any purpose. By sending DataNext any non-personal information or material, you grant DataNext the irrevocable, unrestricted, perpetual, royalty-free license to use, reproduce, modify, display, perform, transmit, distribute, and otherwise exploit such information and materials. You also agree that DataNext is free to use, for any purpose, any ideas, concepts, know-how, or techniques that you send to DataNext, without obligation to you of any kind.
13. Warranty, Disclaimers and Limitation of Liability
13.1 Warranty
There is no express warranty provided for Services.
- DataNext expressly does not warrant that:
- the TzaraNext Software will meet your requirements or expectations;
- the TzaraNext Software will be free from any bugs, errors, viruses, or other defects; or
- Software will be compatible with third party software.
- that any errors or defects in the TzaraNext Software will be corrected.
- You agree that your use of the TzaraNext Software is on an "as-is" and "as-available" basis with all faults, whether express or implied, including any implied warranties of merchantability or fitness for a particular purpose.
- Any material downloaded or otherwise obtained through the use of the TzaraNext Software is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download, installation or use of the TzaraNext Software.
- No communication, advice or information, whether oral or written, obtained by you from DataNext can modify the terms of disclaimer set forth in this Agreement or create any warranty not expressly stated in this Agreement.
13.2 Limitation of Liability
- DataNext will not be liable for any claims by you under this Agreement.
- You acknowledge that DataNext, its employees, representatives, licensors, agents, and contractors, will not be liable for any damages whatsoever, including the loss of profits or opportunity, business interruption, or the corruption or loss of data, resulting from the use or inability to use the TzaraNext Software.
- The limitations on DataNext's liability in Clause 13.2 a) [Limitation of Liability] will apply whether or not DataNext has been advised of or should have been aware of the possibility of any such losses arising.
- Notwithstanding the provisions in this Agreement, if liability is imposed upon DataNext, then you agree to limit the liability of DataNext to you for any and all claims, losses, costs, damages of any nature whatsoever, or claims expenses from any cause or causes, including attorneys' fees and costs and expert witness fees and costs, so that the total aggregate liability of DataNext to you will not exceed 1 Great British Pound.
- The Parties agree that this Agreement reflects a reasonable allocation of risk and limitation of liability.
- If some jurisdictions do not allow the exclusion or limitation of liability for certain damages, in such jurisdictions, the liability limits in this clause will be limited in accordance with this Agreement to the extent permitted by law.
14. Indemnification
You will defend, indemnify and hold harmless DataNext and its directors, employees, representatives, licensors, agents, and contractors from and against any claim, loss, liability, cost, or damage, including reasonable attorneys' fees, arising from:
- your breach of this Agreement; or
- any third party accessing, or receiving advice based on the Services or Market Data, or through your acts or omissions.
15. No Investment Advice
- You acknowledge and agrees that DataNext does not provide investment advice and that use of the TzaraNext Software does not constitute investment advice by DataNext.
- You acknowledge and agree that any investment in or trading of securities involves a risk of substantial losses and you should seek qualified financial advice before making investment or trading decisions.
16. Third-Party Software Notices and Licenses
- This Software is delivered with the 7-Zip driver. This driver is covered by the LGPL (Gnu Library General Public License). For copyright information, see http://www.7-zip.org/license.txt.
- You can receive a copy of the GNU Lesser General Public License from http://www.gnu.org/licenses/.
17. Effective Date
This Agreement is effective as of the date you accept this Agreement ("Effective Date").
18. Term and Termination
- This Agreement will commence upon your download, installation, copying, or saving of Software.
- This Agreement will continue to apply until terminated by either you or DataNext.
- Either Party is entitled at any time and without prior notice to terminate its legal agreement with the other Party without further obligation or liability to you.
- All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies or damages, indemnification, proprietary rights, obligations upon termination, indemnification, governing law and jurisdiction, or provisions that are meant to survive termination, will survive the termination of this Agreement.
19. Non-waiver
You agree that if DataNext does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which DataNext has the benefit of under any applicable law), this will not be taken to be a formal waiver of DataNext's rights and that those rights or remedies will still be available to DataNext.
20. Severability
If any provision of this Agreement, in whole or in part, is held invalid, illegal, or unenforceable:
- the legality or enforceability of the remaining part of such provision will not be affected in any way;
- the remaining provisions of the Agreement will continue to be valid and enforceable; and
- to the extent permitted and possible, the invalid or unenforceable term will be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term.
21. Assignment
Neither Party is allowed to assign or delegate its rights or obligations pursuant to this Agreement without the prior written consent of the other Party. Any assignment or delegation in violation of this section will be void.
22. Electronic Copies
You agree that electronically executing this Agreement, for example by checking a checkbox to agree with the terms and conditions of this Agreement, will be legally binding and will have the same force and effect as executing this Agreement using a written signature.
23. Governing Law
This Agreement will be construed in accordance with and governed in all respects by the laws of Guernsey. In accepting this Agreement you irrevocably agree that the courts of Guernsey will have exclusive jurisdiction to settle any claim or difference or dispute which may arise out of or in connection with any such contract or claim and you waive any rights to claim that such courts are not the appropriate forum.