End User Software License Subscription Agreement

Software: TradeApp Business, Tradeapp Admin Web Client, Tradeapp User Web Client

IMPORTANT – READ CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU (any person or an entity) AND J & M SYSTEMS FOR ACCESS TO THE SOFTWARE PRODUCTS IDENTIFIED ABOVE. THIS INCLUDES ACCESS TO COMPUTER SOFTWARE AND RELATED DOCUMENTATION. BY USING THE SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. ACCESS TO SOFTWARE IS PROVIDED WITH A FULL USE THIRTY (30) DAY EVALUATION PERIOD, NO REFUND WILL BE ALLOWED AFTER THAT PERIOD.

Tradeapp, a Sydney based organisation hereby grants to you a non-exclusive license (a ”License”) to use the software product identified above (the ”Software”) and the accompanying printed material and User Manual (the ”Documentation”), if any, on the terms set forth below.

  1. Grant of License Agreement. This License grants you the following rights.

    •   SOFTWARE. Tradeapp grants you a non-exclusive, non-transferrable right to use the software for the subscription period. You may access the Software on any compatible web enabled device.
    •   DOCUMENTATION. The documentation that accompanies the Software is licensed for internal, non-commercial reference purposes only.

  2. Description of other rights and limitations

    •   REVERSE ENGINEERING. You may not modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software, or any portion thereof.
    •   COPYING. You may not copy the Software or Documentation except as specifically provided for by this Agreement.
    •   SEPARATION OF COMPONENTS. The Software is licensed as a single product.
    •   PROPRIETARY NOTICES. You may not remove any proprietary notices, labels or marks on the Software or Documentation.
    •   UPGRADES. If the Software is upgraded from an earlier version, this upgrade License will supersede any previous License.
    •   AUTOMATIC UPDATE FEATURE - MODIFICATION OF THIS END USER SOFTWARE LICENSE SUBSCRIPTION AGREEMENT (EUSLSA) AS TO SOFTWARE. From time to time, TradeApp or third parties may automatically update or otherwise modify the Software, for example, but not limited to, for purposes of error correction, improvement of features, and enhancement of security features. Such updates or modifications may change or delete the nature of features or other aspects of the Software, including features you may rely upon. You hereby agree that such activities may occur at Tradeapp sole discretion. Tradeapp may add to, change, or remove any part, term, or condition of the EUSLSA as it applies to the Software at any time without prior notice to you. By continuing to access the software or service, you are indicating your acceptance thereto. Tradeapp may take any legal and technical remedies to prevent violation of and/or to enforce this EUSLSA, including, without limitation, immediate termination of your access to the software or Services, if Tradeapp believes in its discretion that you are violating this EUSLSA.
    •   USE OF NAME. You may not use TradeApp’s name, logo, or trademarks in any manner including, without limitation, in your advertising or marketing materials without its consent except as is necessary to affix appropriate copyright notices as required herein.

  3. Title

    Title, ownership rights, and intellectual property rights in and related to the Software and Documentation shall remain in the exclusive property of J&M Systems. The copyright laws of the Australia and international copyright treaties protect the Software and Documentation.

  4. Termination

    All Tradeapp subscriptions must be properly registered with Tradeapp. Use of the software beyond the subscription period is not permitted and access to the software in not available. This License is in effect until terminated and will terminate automatically if you fail to comply with the limitations described herein. This License is valid for the period of one month from the date you purchased the license subscription. If this subscription is not renewed and paid for within a period of 14 days from the date of expiry of previous licensed term, the License will terminate automatically. If this License Agreement is not renewed then the Web Client will forfeit all functionality and information stored in the Software database will be accessible in a “read only” mode only by admin users for a period of three months.

  5. Consent to use of Data

    Tradeapp will collect information that you provide. Tradeapp will handle your personal information in accordance with relevant laws.

  6. Miscellaneous

    Tradeapp reserves the right to change or modify the terms of this agreement from time to time without notice. If any provision of this Agreement is held to be unenforceable, for any reason, such provision shall be reformed to the extent necessary to make it excluded, and enforceable and the remainder of this Agreement shall nonetheless remain in full force and effect. The Agreement shall be governed by and construed under Australian law in the state of New South Wales as such law applies to agreements between New south wales residents entered into and to be performed within New South Wales, except as governed by Federal law.

  7. LINKS TO THIRD PARTY SITES.

    Tradeapp is not responsible for the contents of any third-party sites or services, any links contained in third-party sites or services, or any changes or updates to third-party sites or services. Tradeapp may provide these links and access to third-party sites and services to you as a convenience only, and the inclusion of any link or access provided by Tradeapp does not imply an endorsement by Tradeapp of the third-party site or service.

  8. Limitation of Liability

    UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL TRADEAPP OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, OR MALFUNCTION, OR ANY AND ALL COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY DAMAGES IN EXCESS OF TRADEAPP’S LIST PRICE FOR A LICENSE TO THE SOFTWARE AND DOCUMENTATION, EVEN IF J & M SYSTEMS SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY . THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION.