LICENSE AGREEMENT (OFFER)
made effective as of "16" June 2016
This License Agreement ("License Agreement", “EULA” or "Agreement") is a proposal (offer) of the Licensor, addressed to any person or legal entity (the "Licensee") interested in obtaining the right to use the Software on the terms set out below.
Before purchasing and using a copy of the Software, Licensee shall carefully read the terms of this EULA. Obtaining the right to use and using the Software is permitted only in case of full and unconditional acceptance of all the terms of this EULA by the Licensee.
By purchasing the right to use the Software, Licensee hereby accepts the terms and conditions set forth in the License Agreement and agrees to uphold them
Licensor - the owner of exclusive property and non-property copyright for the software, namely - "Megatrader" (AMK DOO, PIB 03110303, V.Rosloviča br.15, Bar, Crna Gora), acting on the basis of the Charter of establishment registered in accordance with legislation of the Republic of Montenegro.
Software - a software package designed for collection and analysis of market data. The software licensed under this License Agreement term applies to the following software packages: «Megatrader», «MegaClicker», «SpreadBuilder», «BinaryTrader».
License - Licensee’s right to use the software provided by Licensor under this License Agreement.
Offer - this License Agreement is a public offer, which is concluded through adoption of the conditions of the License Agreement as a whole by Licensee. The terms of this Agreement are the same for all Licensees and cannot be changed by the Licensee. This EULA is considered an adhesion contract within the meaning of applicable legislation.
Acceptance - Licensee granting full and unconditional consent to the terms of this EULA. Licensor's offer shall be deemed accepted by Licensee, and this License Agreement shall be deemed concluded at the time of Licensee’s full payment for the right to use the Software under the terms of this EULA.
1. THE SUBJECT OF THE AGREEMENT
1.1. Licensor grants the right to use the Software in the manner, extent and under the conditions provided by EULA, to Licensee, Licensee shall also pay the fee to the Licensor on the terms of this EULA.
1.2. Licensor warrants that it has all rights and powers necessary for making the agreement.
1.3. This Agreement shall enter into force on the day of Licensee’s full payment for the right to use the Software on the terms and conditions provided by Agreement.
1.4. Each instance of the software has a unique identifier.
1.5. The license issued to the Licensee by this EULA, is a simple (non- exclusive), personal, non-transferrable. Licensor reserves the right to issue licenses to other parties on terms both comparable to License Agreement and not.
1.6. The software license provided to Licensee is perpetual (provided to the Licensee for the duration of the exclusive rights of the Licensor provided by applicable law), unless otherwise specified in the additional agreement to the EULA.
1.7. Licensor grants the right to install one copy of purchased software on one personal computer only.
1.8. The software is not sold to Licensee, instead being given him for use on the terms of this EULA. The licensor remains the owner of the software, and keeps all the rights associated with ownership.
1.9. Terms of this Agreement shall apply to future versions of lawfully acquired licensees, as well as to any additions and updates, features and software components that Licensor may provide the Licensee with in the future, legitimately acquired by Licensee, except in cases where their use is determined by other conditions and agreements.
2. USING THE SOFTWARE
2.1. The license grants the Licensee the following scope of rights:
2.1.1. Installing Software on a computer running 32-bit Windows XP operating system or later.
2.1.2. Copying and using the Software documentation for Licensee’s internal reference purposes in unlimited number of copies.
2.1.3. Publicly demonstrating Software - showing Software to the general public on the Internet, without the right of a third party to copy it (the Software) and without the right of providing access to the Software’s source code to third parties.
2.2. Licensee shall use the Software only in accordance with its intended purpose
2.3. The rights granted under this Agreement to the Licensee are effective anywhere in the world.
2.4. The right to use the Software occurs only after Licensee paying the whole License fee.
2.5. The License applies only to the Software instance legally acquired by Licensee, as well as software updates received by the Licensee under the technical support provided.
2.6. Licensee may not exercise any right not directly authorized by a Licensor’s written document or by this Agreement, including, but not limited to:
2.6.1. Transferring the rights to the Software granted by this Agreement to third parties without Licensor’s prior written consent.
2.6.2. Publishing the Software by any means, with the other party having any opportunity to review the copy or the source code.
2.6.3. Renting, leasing or providing Software for temporary use.
2.6.4. Removing any Licensor’s copyright notice, trademarks and other notices of the copyright holders from the Software.
2.7. Any expansion to the existing Licenses, as well as expanding the rights of the Licensee shall be issued in the form of a written consent by the Licensor.
2.8. Licensee may use the Software in their activities, including commercial for-profit activity. In this case the Licensor shall not be entitled to the money received from the lawful use of Software copies by the Licensee.
3. CONDITIONS OF COPY TRANSFER PROCESS
3.1. Licensor agrees to grant Licensee a copy within 2 days of receiving full payment for the right to use the Software provided by this Agreement.
3.2. Sending copies of the Software is carried out by a hyperlink or the archive sent to Licensee by e-mail.
3.3. If within 2 days Licensor does not grant a copy of the software to the Licensee or Licensee for some reason could not obtain a copy of the Software, Licensee agrees to notify the Licensor at the expiration of the said period.
3.4. If within five (5) days Licensee has not stated not receiving a copy of the Software, Licensor’s obligation to transfer the Software is considered to be executed.
3.5. The right to use the Software is provided by Licensor to Licensee under this Agreement and confirmed by this Agreement, subject to full payment for the right to use Software by the Licensee.
3.6. Due to the fact that the payment for the right to use the Software in accordance with this Agreement and Software copy are provided in electronic form via Internet, as well as due to the fact that the Licensee is granted the right to use the software supported by this Agreement, the Parties confirm that the act of acceptance-delivery of copies of Software and / or act of acceptance-delivery of the right to use the software is optional and not concluded by the Parties.
4. RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. Licensor shall:
4.1.1. Provide the Licensee with a non-exclusive property right to use the Software within a period not later than two (2) days of receiving a payment from the Licensee.
4.2. Licensor has the right to:
4.2.1. Monitor Licensee’s compliance with Licensor’s copyright (and third parties).
4.3. The Licensee shall:
4.3.1. Provide payment for the right to use the software in a timely manner and in accordance with the payment procedures established by the Agreement.
4.3.2. Abide by the Software usage rights.
4.3.3. Respect Licensor’s (as well as third parties’) Software copyrights.
4.3.4. Respect usage instructions, meet and employ Licensor’s methodical, technical and other recommendations for the hardware, Software and Software operation.
4.3.5. Use the Software in accordance with applicable law and in accordance with the legislation of the country/location of the Licensee, also in accordance with the legislation of the country/region where the Software is used.
4.3.6. Ensure legality and correctness of any actions in relation to Software before using it.
4.4. Licensee has the right to:
4.4.1. Demand the Licensor to implement his commitments under this Agreement.
4.4.2. Subject to all terms of this Agreement and its annexes, for an additional fee: purchase additional licenses and / or extension to the License; contact Licensor with requests and ideas of further Software development; contact the Licensor with a request for Licensor to install Software. This installation is made with conducting an agreement of the Parties for an additional fee.
5. CHARGES, LICENSE FEE
5.1. The cost for the right to use the Software provided under this Agreement (Licensor’s License fee) is determined on purchase date and depends on the Software version and functionality, the number of additional modules included, and is specified on Licensor’s official website.
5.2. The Licensee shall pay the License fee in full for the right to use the Software only using payment methods listed on the Licensor’s website, and those which are accepted at the moment of purchase.
5.3. Licensee payment obligations shall be deemed fulfilled on the date the funds are credited to the Licensor’s account.
6.1. By installing and using the Software, Licensee fully agrees to use it at his/her own risk, and also understands that quality or operational results may not fully satisfy him/her.
6.2. The Software and all materials supplied to it are provided on an "as is" and "as available" basis, with all their disadvantages and without warranty of any kind.
6.3. Licensor makes no warranty with respect to the Software, both in direct and indirect form, including responsibility for the suitability for electronic trading, satisfaction with the quality and non-infringement of third party rights, as well as does not guarantee that the Software will meet the Licensee’s expectations, will be error-free, safe for Licensee’s computer or compatible with other software.
6.4. By using the Software, Licensee agrees that any result obtained by the Software is a consequence of Licensee’s actions. Advice or recommendations given by Licensor should not be considered a guarantee of obtaining the desired result.
6.5. The information related to the Software may be subject to minor technical inaccuracies and/or typographical errors.
6.6. Licensor shall not be held liable for any trading losses incurred by Licensee.
6.7. Licensee understands that using the Software cannot and does not guarantee making a profit.
6.8. Licensor shall not be liable for any consequences arising from the use or non-use, or inability to use the Software and any reference or informational materials that are available via the Software or provided with it, and will not cover any damages, including lost profits, arising as a result of these effects.
6.9. In case of violation of Licensor’s copy right by the Licensee (as well as by third parties) to the Software, including the use of the Software on a domain which is not provided by the terms of this Agreement, the Licensor has the right to terminate the Agreement and its annexes unilaterally, and take legal action in the form of civil and other responsibility under applicable law. At the same time the right to use Software transferred to the Licensee is terminated, and Licensee shall return all Software copies and/or instances, documentation with no right of compensation of any sort or amount. Backup and / or archival copies shall be destroyed in the presence of Licensor’s representatives.
6.10. Licensee is considered notified of the fact that the Software has an inbuilt software protection against illegal use of the Software or hacking it, which notifies Licensor of such violations and gives him the ability to remotely block the Software’s functionality.
6.11. Licensee understands and agrees that Licensor cannot control the quality of the internet connection, so any claims related to delay and/or loss of Internet connection and any losses or inability to use the Software and/or any Software modules will not be accepted.
6.12. Licensor shall not be liable for any damages or losses incurred by anyone as a result of incorrect understanding or misunderstanding of the terms of this EULA, instructions or guidance on how to use Software and other technical issues. In case of Licensee not fully understanding the terms of this Agreement, he/she may refer to the Licensor to obtain necessary clarifications before purchasing the Softwre. By purchasing the right to use the Software, Licensee confirms that he understood all the provisions of this EULA, and Licensee received all the necessary explanations from the Licensor.
7. MISCELLANEOUS PROVISIONS
7.1. Licensor reserves the right to periodically revise and make changes to the Agreement at his sole discretion.
8. FORCE MAJEURE
8.1. The Parties are relieved from liability for failure or improper fulfillment of obligations under the Agreement in the event of force majeure, ie extraordinary and unavoidable events under the given conditions, which are defined as: prohibitive actions of the authorities, civil unrest, epidemics, blockades, embargoes, earthquakes, floods, fires or other natural disasters.
8.2. In the event of these circumstances, the Party shall within five (5) days notice to the other Party.
8.3. A document issued by an authorized state body/entity is deemed a sufficient proof of the existence and duration of the force majeure.
8.4. If the force majeure circumstances continue for more than three (3) months, each Party may terminate the Agreement unilaterally.
9. MODIFICATION AND EARLY TERMINATION
9.1. The contract may be prematurely terminated by Parties’ agreement or at the request of a Party on the grounds and in the manner specified by the applicable laws.
9.2. Licensee violating the terms of this License Agreement shall result in termination of its validity from the date when the violation occurred.
9.3. Upon expiration of this License Agreement for any reason, Licensee shall stop using the Software and shall destroy all copies of the Software he has, as well as the documentation.
9.4. In the event of Licensor violating conditions specified in paragraph 4.1., the Licensee is entitled to claim a full money refund from the Licenso. To that end, the Licensee shall send a scanned copy of the refund application to Licensor’s e-mail. Licensor shall return funds paid to him, to the Licensee, within two (2) banking days.
9.5. In the event of termination of this License Agreement at the initiative of Licensee, as well as due to violation of the terms of this agreement, any money paid for the right to use the software will not be returned.
10. DISPUTE RESOLUTION
10.1. The Parties will strive to resolve all possible disputes and disagreements that may arise under this Agreement or in connection therewith, through negotiations.
10.2. Disputes not resolved by negotiation shall be referred to the court at the place of Licensor’s location.
11. FINAL PROVISIONS
11.1. The legislation of the Republic of Montenegro applies to this EULA as well as to all legal relations arising from it.
11.2. If any part of this EULA is found invalid or unenforceable, the other parts and provisions will remain in force. Waiver or violation of any provision of the Agreement does not alter this provision.
11.3. This License Agreement is the entire agreement between Licensor and Licensee relating to the Software.