Ninjatrader

License Agreement

(THIS IS A LICENSE AND NOT A SALE)

The individual using this software or documentation represents and warrants that he or she has authority to enter into this agreement with dev4traders on behalf of the Licensee, that he or she has read the terms and conditions set out herein and that the Licensee accepts and agrees to be bound by this agreement. If the Licensee does not agree with the terms and conditions, the Licensee must not use or permit the use of the Product.

1. DEFINITIONS
1.1 “Software” shall mean ToolbarStudio software program, documentation, associated media, printed materials, and online and electronic documentation.
1.2 “Object Code” shall mean the computer executable embodiment of software computer code, which is derived from Source Code by a process generally known as “compilation” or any other process that translates Source Code or some intermediate code derived from Source Code into a form that can be executed by a computer.
1.3. “Source Code” shall mean the human readable embodiment of software computer code, which must be translated by a process generally known as “compilation” into Object Code before such software can be executed by a computer.
1.4. dev4traders means Development for the Traders.
1.5. License Fee shall mean a one-time fee paid by Licensee to dev4traders, as designated by Product.

2. LICENSE GRANT
2.1 Subject to the terms of this agreement, including limitations defined by the License, dev4traders grants to Licensee, and Licensee accepts from dev4traders, a perpetual, worldwide, non-exclusive, non-transferable, non-sublicensable License to use the Software.
2.2 Object Code. dev4traders hereby grants to Licensee a non-exclusive, non-transferable, terminable (in accordance with Section 7.1) license to distribute Object Code created from Source Code and to authorize third parties to use such Object Code.

3. NO WARRANTY

SOFTOMATE DOES NOT WARRANT THAT THE USE OR OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING THE SOFTWARE. LICENSEE ASSUMES ALL RISKS ASSOCIATED WITH USE OF THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, THE RISKS OF PROGRAM ERRORS, DAMAGE TO OR LOSS OF DATA, PROGRAMS OR EQUIPMENT AND UNAVAILABILITY OR INTERRUPTION OF OPERATIONS.

4. dev4traders OBLIGATIONS
Upon receipt of License Fee from Licensee, dev4traders will supply access to the Product and Services; provide Software Maintenance as defined in Section 6.

5. LIMITATION OF LIABILITY AND INDEMNIFICATION
5.1 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DIRECT, CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES UNDER THIS AGREEMENT EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. SOFTOMATE SHALL NOT BE LIABLE FOR THE LOSS OF, OR DAMAGE TO, LICENSEE’S RECORDS OR DATA OR ANY DAMAGES CLAIMED BY LICENSEE BASED ON A THIRD PARTY CLAIM.

6. SOFTWARE MAINTENANCE Software Maintenance includes dev4traders provisioning to Licensee Product updates and/or enhancements made generally available to customers from time to time, and online technical support (and where applicable, phone support) to one Licensee-designated technical contact for the sole purpose of addressing technical issues relating to the use of the Product.

7. Licensee’s Restrictions
Licensee must not, without the prior written consent of dev4traders (a) decompile, reverse engineer, disassemble, modify, adapt, create derivative works from, or otherwise attempt to derive, the Protected Code; (b) sell, sublicense, redistribute, reproduce, transmit, circulate, disseminate, translate In addition, the Product includes license protection mechanisms that are designed to manage and protect the intellectual property rights of dev4traders. Licensee must not modify or alter those features to try to defeat the Product use rules that the license protection mechanisms are designed to enforce.

8 Term
The term of this agreement begins on the payment day and will continue in full force and effect until terminated in accordance with Clause 9.

9. Termination
This Agreement and Licensee’s license rights granted under it remain in effect until it is terminated by either party as provided herein. If this Agreement is terminated, then the Licensee’s rights under the license set forth in Section 2.1 shall immediately terminate. dev4traders may terminate this Agreement thirty days after notifying Licensee of a material breach of this Agreement if such material breach remains uncured after such period. Licensee may terminate this Agreement upon providing written notice to dev4traders. The provisions concerning indemnification and those that by their nature should survive the termination of this Agreement shall survive the termination of this Agreement.

10. Intellectual Property
The Licensee acknowledges that the Product and all intellectual property rights in relation to the Product are the property of dev4traders. Except as expressly stated herein, this Agreement does not grant Licensee any rights in any dev4traders patents, copyrights, trademarks, trade names, or service marks.

11. Publicity Rights
(a) The Licensee grants dev4traders the right to include the Licensee as a customer in Software promotional materials.
(b) Licensee can deny dev4traders the right to include the Licensee as a customer in Software promotional materials by submitting a written request via email to support@dev4traders.com. Upon receipt of such request, dev4traders will remove any reference to the Licensee from such promotional material within 7 days and make no further reference to the Licensee.

12. Refunds and Disputes
All payments to dev4traders are non refundable (unless covered by 7-day Money Back Guarantee as defined in Section 13). This includes any setup fees and monthly fees regardless of usage. All billing disputes must be reported within 7 days of the time the dispute occurred. Disputed charges to your credit card issuer, also known as charge backs, will result in service interruption, and reconnection fees to restore the desired service.

13. 7 Day Money Back Guarantee
All plans come with a 7 day money guarantee. If for whatever reason we fail to satisfy your needs and are within 7 days we will fully refund your money all we ask is you give us a reason so this will help us improve as a company, we will not deduct ANY fee.