Date Revised: November 24th 2016
IMPORTANT: READ CAREFULLY: This NQuotes End User License Agreement ("EULA") is a legal agreement between You and NQuotes for the materials accompanying this EULA, which may include computer software, associated media, printed materials, and "on line" or electronic documentation and source files, resource files, project and solution files for Software.
BY INSTALLING, DOWNLOADING, COPYING OR OTHERWISE USING THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL, DOWNLOAD, COPY OR USE THE PRODUCT.
The Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. NQuotes or its suppliers own the title, copyright and other intellectual property rights in the Product. The Product is licensed, not sold.
1.1. API or Application Programming Interface means a publicly accessible interface defining the ways by which an application program may request services from libraries and/or software.
1.2. Confidential Information is any information marked as confidential.
1.3. Derived Works means works based upon or using the Product.
1.4. EULA means this NQuotes End User License Agreement.
1.5. MetatTrader terminal location means a single installation of MetaTrader software onto a machine physical or virtual on a local computer or a remote host either physical or emulated.
1.6. Product means the Software and Source Code licensed under this EULA.
1.7. Software means computer software, associated media, printed materials, and "on line" or electronic documentation provided under this EULA.
1.8. SaaS or Software as a Service means a model of software deployment whereby a provider licenses an application to customers for use as a service on demand.
1.9. SDK or Software Development Kit means a set of development tools that allows a software engineer to create applications for a certain software package, software framework, hardware platform, computer system, video game console, operating system, or similar platform.
1.10. Source Code means source files, resource files, project and solution files provided under this EULA.
1.11. Subscription means an agreement to purchase access to Software Updates and Product fixes.
1.12. Updates means technical support, new version or new release of the Product and/or supplements to the Software and/or related information.
1.13. You and Your mean the purchaser, either an individual or a single entity.
NQuotes grants You the rights described in this EULA provided that You comply
with all the terms and conditions of this EULA:
2.1. General Software License Grant. NQuotes grants use of the Product according to one of the license types below as identified in the Product title. All software licenses are nonexclusive and nontransferable.
License and Temporary License. Evaluation and Temporary
licenses are non-exclusive evaluation licenses to use the Product for
evaluation purposes only. With an evaluation license the Product is fully
functional except the results produced will have a feature limitation,
specified by the Product documentation. When using an Evaluation
License or a Temporary License, You may
not use the Product to produce any Derived Works. If you use
the Product in any Derived Works, you must purchase the applicable license and
you may be sued for collection and punitive damages. If You do not agree to
these terms, do not evaluate the Product and remove it from Your computer
2.1.2. Personal License. A Personal license for a limited period of time permits up to two (2) developers to create an unlimited number of Derived Works using the Product. A Personal license allows deployment of any number of Derived Works, not including SaaS, using the Product, to up to three (3) MetaTrader terminal locations.
2.1.3. Developer License. A Developer license for a limited period of time permits up to ten (10) developers to create an unlimited number of Derived Works using the Product. A Developer license allows royalty-free deployment of any number of Derived Works, including SaaS, using the Product, to an unlimited number of MetaTrader terminal locations.
2.2. General Source Code License Grant. If Source Code accompanies the Product, NQuotes grants You one (1) personal, nontransferable, nonexclusive, royalty-free license to make and use copies of the Source Code and install such Source Code on any number of Your computers for Your internal use and to design, develop and test Your software products. You may not use the Source Code for any other purpose. You may not sublicense or redistribute the Source Code or any component thereof, whether modified or not, to any third party.
You may make any number of copies of the electronic and other documentation
provided with the Product, provided that all copies must be used only for
internal purposes and may not be republished or distributed externally.
2.4. Disassembly. You may not reverse engineer, decompile, disassemble or in any other way try to gain access to information regarding the construction of the Product.
2.5. Transfer. You may not rent, lease, sub-license, sell, assign, transfer or pledge the Product or this Agreement, on a temporary or permanent basis, without prior written consent from NQuotes
2.6. Reservation of Rights. NQuotes reserves all rights not expressly granted herein.
OF OTHER RIGHTS AND LIMITATIONS.
3.1. Derived Works and Redistribution
3.1.1. The Product may not be distributed in any form that allows it to be reused by any application other than Your derived work.
3.1.2. The Product may not be included as part of a SDK.
3.1.3. The Product may not be used to develop Derived Works that offer similar or competing functionality as the Product, or expose features of the Product through an API for use by an unlicensed third party.
3.1.4. The Product may not be used to develop Derived Works that offer similar functionality as the Product for any development platform.
3.1.5. NQuotes is not obligated to provide support for works derived from the Product.
3.1.6. You may not distribute the Source Code in any form, with or without modifications, to any party other than signatories to this EULA.
3.1.7. Works derived from the Product may not be called "NQuotes", nor may "NQuotes" appear in their name, without prior written permission from NQuotes.
3.1.8. The name "NQuotes" must not be used to endorse or promote products derived from the Product without prior written permission.
3.2. Rental. You may not rent, lease, or lend the Product without express written permission from NQuotes.
3.3. Termination. Without prejudice to any other rights, NQuotes may terminate this EULA if You fail to comply with the terms and conditions of this EULA. In such event, You must destroy all copies of the Product, including but not limited to the Source Code, backups and all of its component parts and Derived Works.
3.4. Survival. Other than Sections 2, 4, and 5 or unless by its nature a provision cannot survive this agreement, the provisions of this Agreement shall survive the expiration or any termination of this Agreement.
3.5. Consideration. For the rights and license granted in this EULA, including both the General Software License and the General Source Code License, You will pay NQuotes the currently published price available at http://www.nquotes.net or another mutually agreed upon amount to appear on a valid invoice. This payment is periodic and the period is either published at http://www.nquotes.net or mutually agreed upon.
3.6. Term. The term of this EULA shall continue perpetually from the date of purchase unless terminated according to Section 3.3.
3.7. Consent to Use of Data. You agree that NQuotes and its affiliates may collect and use technical information, excluding any Confidential Information, gathered as part of the Product support services provided to You. NQuotes may use this information solely to improve our products or to provide customized services or technologies to You. NQuotes may disclose this information, excluding any Confidential Information, to others but not in a form that personally identifies You.
4. SOFTWARE MAINTENANCE, UPDATES AND DISCONTINUATION.
4.1. Subscription: A Subscription entitles the purchaser to Updates of the Product and access to Product fixes for a standard period of one (1) year (365 days) following the purchase of the Product unless a different period was mutually agreed upon.
4.3. Technical Support: Technical Support, whether free or through a paid support subscription is provided with the following conditions:
4.3.1. Technical support is provided only through NQuotes Support e-mail. You agree not to attempt to bypass the Support e-mail via phone or other means.
4.3.2. NQuotes does not guarantee that any fix will be provided in any given time period. Any estimates provided are estimates only and are not binding or enforceable.
4.3.3. Updates and fix notifications are sent via the NQuotes Support e-mail; they are not provided directly to You. You agree to check the e-mail for Your Updates and fixes.
4.3.4. NQuotes will provide support status updates when You request them.
4.3.5. NQuotes will typically provide support for the Product throughout the license subscription period whether the Product has been discontinued or not. However, NQuotes reserves the right to cancel support, whether provided for free or paid support for a fee, at any time and for any reason.
4.4. Discontinuation of Product: NQuotes reserves the right to discontinue the Product at any time, whether it is offered individually or as a part of a product suite.
NQuotes discontinues the Product, they will announce product discontinuation
through the NQuotes Customer Newsletter, which You may subscribe to at http://www.nquotes.net
. It is Your responsibility to check Newsletter contents for notice of
product discontinuation. Notice will be given at least fifteen (15) days prior
to the discontinuation of the Product.
4.5.2. If for any reason, including insolvency or dissolution, NQuotes is unable to remain in business and continue to offer its products either under the NQuotes name or another name they will provide the following remedy to each license owner:
4.5.3. NQuotes will make a reasonable effort to notify You at least thirty (30) days prior to close of business.
4.5.4. You will be provided with the option of purchasing Product Source Code for the Product You own current licenses for at a cost of no more than the cost of a single Enterprise license at that point.
5. SOFTWARE DELIVERY. The Product and any associated materials are provided in electronic format only. You are responsible for downloading the Product from the NQuotes website: http://www.nquotes.net . Upon purchase, NQuotes shall deliver to You an electronic license file which will enable the Product to function in the purchased license capacity. Previous versions of the Product will only be available for a twelve (12) month period from the date of publishing; access to previous versions once removed will only be available to customers who hold a current subscription for the Product. Customers are advised to keep a backup copy of any downloaded software for future use.
6. UPGRADES. If this copy of the Product is an upgrade from an earlier version of the Product, it is provided to You on a license exchange basis. You agree by Your installation and use of such copy of the Product to voluntarily terminate Your earlier EULA and that You will not continue to use the earlier version of the Product or transfer it to another person or entity unless expressly permitted by NQuotes in writing.
7. INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to the Product (including but not limited to any images, photographs, animations, video, audio, music, text and "applets" incorporated into the Product and any copies of the Product that You are expressly permitted to make herein) are owned by NQuotes or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the Product are the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants You no rights to use such content. All title and intellectual property rights in and to Your modifications to the Product are owned by You provided that such modifications are made available to NQuotes free of charge and royalty-free for inclusion in later releases of the Product. All rights not expressly granted are reserved by NQuotes.
8. NONDISCLOSE. Both parties recognize that the other party may obtain proprietary and/or Confidential Information in the course of the business. Each party agrees that it will not disclose Confidential Information to any third party except (i) as provided for in this EULA or as necessary to pursue and implement the business relationships defined herein; (ii) to its responsible employees and professional advisors with a bona fide need to know and who are bound by agreement or law to keep such information confidential; (iii) as authorized by the other party in writing or (iv) to the extent required by applicable law, court, or government agency, provided that the party required to disclose Confidential Information promptly notifies the other party and cooperates with any efforts by the other party, at the other partys expense, to limit such disclosure by means of seeking a protective order or requesting confidential treatment.
9. LINKS TO THIRD PARTY SITES. You may link to third party sites through the use of the Product. The third party sites are not under the control of NQuotes, and NQuotes is not responsible for the contents of any third party sites, any links contained in third party sites, or any changes or updates to third party sites. NQuotes is not responsible for webcasting or any other form of transmission received from any third party sites. NQuotes is providing these links to third party sites to You only as a convenience, and the inclusion of any link does not imply an endorsement by NQuotes of the third party site.
WARRANTY AND DISCLAIMER.
10.1. Except with respect to an evaluation version of the Product, NQuotes warrants that, for a period of thirty (30) days from the date of delivery (as evidenced by a copy of Your receipt): when used with a recommended hardware configuration, the Product will perform in substantial conformance with the documentation supplied with the Product. This warranty applies only on initial Product purchases and does not apply to Subscription renewals or Updates.
10.2. NQUOTES PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR EVALUATION VERSIONS OF THE PRODUCT. THE EVALUATION VERSION OF THE PRODUCT IS PROVIDED "AS IS".
10.3. NQUOTES AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NQUOTES DOES NOT WARRANT THAT THE PRODUCT IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. THE PRODUCT IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. NQUOTES SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
10.4. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE PRODUCT, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY.
10.5. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NQUOTES, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
11. EXCLUSIVE REMEDY. Your exclusive remedy for breach of warranty is to return the Product to the place You acquired it, with a copy of Your receipt and a description of the problem. If You report a breach of warranty to NQuotes no more than thirty (30) days following delivery, then NQuotes will use reasonable commercial efforts to supply You with a replacement copy of the Product that substantially conforms to the documentation, provide a replacement for defective media, or refund to You Your purchase price for the Product, at its option. NQuotes shall have no responsibility if the Product has been altered in any way, if the media has been damaged by misuse, accident, abuse, modification or misapplication, or if the failure arises out of use of the Product with other than a recommended hardware configuration. Any such misuse, accident, abuse, modification or misapplication of the Product will void all warranties. THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCT.
12. LIMITATION OF LIABILITY. Except with regard to: (i) breach of confidentiality obligations; and (ii) any costs associated with the defense chosen by NQuotes, and (iii) settlement, to the infringed upon party, of an intellectual property right claim, liability shall be limited as follows:
12.1. NEITHER NQUOTES NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE PRODUCT AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF NQUOTES OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12.2. NQUOTES'S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES, FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE PRODUCT THAT CAUSED SUCH DAMAGE.
12.3. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS EULA.
13. INDEMNITY. You agree to hold NQuotes harmless against, and at Your expense handle and defend, any claim and defend any third party suit brought against You based upon an allegation that any software developed by You and included in Derived Works produced using the Product constitutes an infringement of any international patent, or any copyright or other proprietary or intellectual property right. You shall pay all damages and costs awarded in such suit.
NQuotes will indemnify, defend and hold You, and/or Your and/or its affiliated and/or subsidiary companies harmless against any claims, legal actions, losses and other expenses arising out of or in connection with any claims that the Product and/or related documentation infringes or violates any intellectual property right of any third party ("Claim"), on the condition that You notify NQuotes promptly of the Claim and give NQuotes sole control of the defense and negotiations for its settlement or compromise. If You become, or may become, prohibited from continued use of the Software and/or the Product by reason of an actual or anticipated Claim, NQuotes will use its reasonable efforts to do the following: (a) obtain for You the right to use the Software and/or the Product, or (b) replace or modify such Software and/or the Product so that it is no longer subject to a Claim, but performs the same functions in an equivalent manner.
In the event that NQuotes determines, in its sole discretion, that neither (A) nor (B) is commercially reasonable, NQuotes shall refund the residual value of the license fees paid by You for the infringing Product or Software, depreciated using a straight line method of depreciation over a forty-eight month period from the date of delivery of the Product to You.
14. TAXES. The license fees and any other amounts payable pursuant to the terms and conditions herein are exclusive of all national, state, regional, local municipal or other taxes and fees including, but not limited to, excise, sales, use, property, ad valorem, intangibles, goods and services and value added taxes, customers duties and registration fees, now in force or enacted in the future, and all such taxes and fees, except taxes based on NQuotess net worth, capital or net income, shall be paid directly by You, or if paid by NQuotes, You will reimburse NQuotes.
15. NO WAIVER. No action taken by either party pursuant to this EULA, and no waiver by either party, whether express or implied, of any provision or right in this EULA or any breach thereof, and no failure of either party to exercise or enforce any of its rights under this EULA, will constitute a continuing waiver with respect to such provision or right or as a breach or waiver or any other provision or right, whether or not similar.
16. SEVERABILITY. If any covenant or provision of the EULA is determined to be void or unenforceable in whole or part, then such void or unenforceable covenant or provision shall be deleted from this EULA and shall not effect or impair the enforceability or validity of any other covenant or provision of this EULA or any part thereof.
17. GOVERNING LAW.
17.1. Injunctive relief: As an alternative or supplement to arbitration NQuotes, at its option, may obtain in any court of competent jurisdiction any injunctive relief, including temporary restraining orders and preliminary injunctions, against conduct or threatened conduct for which no adequate remedy at law may be available or which may cause NQuotes irreparable harm.
18. FURTHER INSTRUMENTS. Except as otherwise expressly provided in this Agreement, each party shall furnish to the other (and shall deliver and cause to be executed, acknowledged and delivered to the other) any further instruments, which such other party may reasonably require or deem necessary from time to time to evidence, establish, protect, enforce, defend or secure to such other party any or all of its rights hereunder or to more effectuate or carry out the purposes, provisions or intent of this Agreement.
19. CAPTIONS. All indexes, titles, subject headings, section titles, and similar items are provide for the purpose of reference and convenience and are not intended to be inclusive, definitive, or to affect the meaning or scope of this Agreement.
20. UPDATES. NQuotes may make updates and changes to this license agreement from time to time. Such changes will be posted on our website at http://www.nquotes.net as well as distributed with the Product. You are bound by the terms of the EULA as it is posted or distributed at the most recent time you install the Software or Updates. If You do not wish to be bound by the terms of this license agreement You should not install any Updates or additional Software.
21. PUBLICITY. You grant NQuotes the right to use Your name and logo in press releases, brochures, case studies, marketing materials, the NQuotes website and similar materials indicating that You are a customer of NQuotes. You can deny NQuotes this right at any time by submitting a written request via e-mail, requesting to be excluded from promotional materials. Requests made after purchase may take up to 30 days to process.
22. ENTIRE AGREEMENT. This EULA is the entire agreement between You and NQuotes relating to the Product and the support services (if any) and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered by this EULA. This EULA includes and encompasses materials referenced herein from the http://www.nquotes.net website. To the extent the terms of any NQuotes policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control.