This End-User License and Sale Agreement (the “Agreement”) is an agreement between the user of the Products (hereinafter the “End User”) and FLOWBOTS.
1. Definitions
1.1. “Documentation” means any user documentation, on any media, provided by FLOWBOTS in association with the Products.
1.2. “FLOWBOTS” means FLOWBOTS, its authorized resellers, distributors, marketers, system centers, representatives, and other persons manufacturing, selling, or marketing the Products.
1.3. “Machine ID” means the code provided by the End User to FLOWBOTS which enables the Products to operate in the specified Licensed Configuration.
1.4. “Licensed Configuration” means a single computer or virtual machine (including a cloud-hosted or VPS environment) identified by the Machine ID supplied to FLOWBOTS.
1.5. “Products” means any of FLOWBOTS’ products provided to the End User as computer software (including online and electronic documentation), any associated media, and anything in any form whatsoever intended to be used with the software in association with this Agreement, and any such products ordered by the End User from time to time, together with the associated original electronic media and all accompanying Documentation, and together with all enhancements, upgrades, and extensions thereto that may be provided by FLOWBOTS to the End User from time to time.
1.6. “Software” means the computer software (including online and electronic documentation), any associated media, and anything in any form whatsoever intended to be used with the software that is provided to the End User in association with this Agreement, and any software corrections, enhancements, patches, and updates provided by FLOWBOTS at any time.
2. Software and Documentation License Grant
2.1. Software License. Subject to the terms and conditions of this Agreement, FLOWBOTS hereby grants to the End User a personal, non-exclusive, non-sublicensable, non-transferable license to use the Software in accordance with the relevant Documentation, in the Licensed Configuration only.
2.2. Machine ID. The NinjaTrader® Machine ID supplied to FLOWBOTS controls the use of the Software in accordance with the Licensed Configuration. If any Software is rendered disabled for any reason, FLOWBOTS may, at its sole discretion, authorize a new Machine ID enabling the End User to operate the Software on a substitute computer or virtual machine. In that event, the original Machine ID will be disabled. Proof of purchase and identity will be required, such as the order number and the name and email address used at purchase, together with the original Machine ID.
2.3. Documentation License. FLOWBOTS hereby grants to the End User a non-exclusive, non-transferable, non-sublicensable license to use the Documentation and to make a reasonable number of copies of the Documentation solely for the End User’s own internal business purposes as necessary in connection with the use of the Products.
3. Use of the Products
3.1. Personal Use. The Products are provided solely for the End User’s internal use and for the Licensed Configuration only. The Products, or any portion thereof, may not be used or accessed by, sub-licensed to, re-sold to, rented to, or distributed to any other party. The End User agrees not to allow others to use the Products, nor to use the Products for the benefit of third parties.
3.2. Ownership and Retention of Rights. The End User acknowledges that FLOWBOTS, and its licensors, own and shall retain all right, title, and interest in and to: (i) the Software and Documentation (including all copies, modifications, and derivative works thereof, by whomever produced), including all intellectual property rights embodied therein; (ii) all of the service marks, trademarks, trade names, or any other designations associated with the Products and Software; and (iii) all copyrights, patent rights, trade secret rights, and other proprietary rights relating to the Products, Software, and Documentation. The End User further acknowledges and agrees that it shall have no rights with respect to any of the foregoing other than the rights expressly set forth in this Agreement.
3.3. Protection of Rights. The End User agrees: (i) not to create or attempt to create, by reverse engineering, disassembly, decompilation, or otherwise, the source code, internal structure, or organization of the Products, or any part thereof, from any object code or information that may be made available to the End User, or aid, abet, or permit others to do so; (ii) not to remove any identification or notices of any proprietary or copyright restrictions from the Products, Software, Documentation, or any other support material; (iii) except for archival or back-up copies, not to copy the Software, develop any derivative works thereof, or include any portion of the Software in any other software program; (iv) not to develop any other products containing any of the concepts and ideas contained in the Products; and (v) not to develop methods to enable unauthorized parties to use the Products.
4. Maintenance and Support
FLOWBOTS is not required under this Agreement to provide any installation, maintenance, training, or other product services to the End User. Such services, if available, may be purchased separately. Technical support for the Products is provided by email only and is included for one (1) year from the date of product purchase. Following the expiration of this initial period, the End User may have the option to purchase a support extension to maintain access to technical support for an additional year, subject to availability and separate payment. The End User agrees that FLOWBOTS may collect and use technical information gathered as part of the support services provided to the End User, if any, related to the Software. FLOWBOTS may use such information for its business purposes, including for product support and development, to improve the Software, or to provide customized services or technologies to the End User, and will not disclose this information in a form that personally identifies the End User.
FLOWBOTS MAKES NO WARRANTIES OF ANY KIND WITH REGARD TO TECHNICAL SUPPORT SERVICES AND HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND RELATED TO TECHNICAL SUPPORT SERVICES, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL FLOWBOTS BE LIABLE FOR ANY DAMAGES, INCLUDING SPECIAL, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH CLAIMS ARE ASSERTED, INCLUDING WITHOUT LIMITATION ACTIONS BASED ON CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS CONDUCT, ARISING OUT OF OR IN CONNECTION WITH THE PROVISION OF TECHNICAL SUPPORT SERVICES. IN NO EVENT SHALL FLOWBOTS’ TOTAL LIABILITY FOR ANY DAMAGES EXCEED THE TOTAL FEES PAID BY THE END USER TO FLOWBOTS HEREUNDER.
5. Updates and Product Changes
While FLOWBOTS is not obligated under this Agreement to provide any updates or upgrades to the Software, the End User’s eligibility to receive such updates is limited to a period of one (1) year from the original date of product purchase. Following the expiration of this initial one-year period, the End User may have the option to purchase an extension to maintain eligibility for product updates for an additional year, subject to availability and separate payment. From time to time, FLOWBOTS may, at its sole discretion, provide or make available to eligible End Users error corrections, enhancements, updates, upgrades, or other modifications, supplements, add-on components, new releases, or Internet-based service components of the Software. Unless FLOWBOTS provides other terms along with such modifications, this Agreement applies to them. FLOWBOTS reserves the right to discontinue any Internet-based services provided to the End User or made available to the End User through the use of the Software. FLOWBOTS also reserves the right at any time not to release, or to discontinue release of, any Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability, or other characteristics of any future releases of the Software.
6. Term and Termination
6.1. Term. This Agreement is effective until terminated. FLOWBOTS may terminate this Agreement at any time upon a material breach by the End User of any of the provisions hereof. Upon termination of this Agreement, the End User agrees to cease all use of the Products and to return to FLOWBOTS or destroy the Products and all Documentation and related materials in the End User’s possession, and to so certify to FLOWBOTS. Except for the license granted herein, the terms of this Agreement shall survive termination.
6.2. Refund Period. The End User may terminate this Agreement within fourteen (14) calendar days of purchase, without giving a reason, by contacting FLOWBOTS by email or through the members site. FLOWBOTS will then terminate the license and refund the full amount paid for the purchase. Refunds may take up to 24 hours to process; requests received on a weekend are processed the following Monday.
6.3. One Refund per Product. Refunds are limited to one per product per End User. If the End User has received a refund for a product and subsequently repurchases the same product, no further refund will be issued for that product.
6.4. Recurring Licenses. For a recurring (subscription) license, the End User may cancel at any time through their payment provider account or by contacting FLOWBOTS. Cancellation stops future charges. The refund right in Section 6.2 applies to the initial subscription purchase; renewal payments are not refundable once a new billing period has begun.
6.5. Support and Updates Extensions. Notwithstanding Section 6.2, purchases of support and updates extensions (technical support renewals) are non-refundable.
7. Limited Warranty, Warranty Disclaimers, and Limitation of Liability
7.1. Limited Warranty. THE PRODUCTS ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE PRODUCTS IS AT THE END USER’S SOLE RISK. FLOWBOTS DOES NOT WARRANT THAT THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES FLOWBOTS MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE PRODUCTS. THE END USER REALIZES THAT THERE IS RISK IN TRADING STOCKS, FUTURES, OR OPTIONS AND THAT ASSETS MAY BE LOST AND ARE NOT INSURED. FLOWBOTS IS ABSOLUTELY NOT RESPONSIBLE, DIRECTLY OR INDIRECTLY, FOR THE END USER’S STOCK, FUTURES, OR OPTIONS ORDER, PURCHASE, AND SALE ACTIONS. FLOWBOTS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE PRODUCTS.
7.2. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL FLOWBOTS, DIRECTLY OR INDIRECTLY, BE LIABLE TO THE END USER OR ANY OTHER PERSON, ENTITY, PARTNERSHIP, ORGANIZATION, ASSOCIATION, OR OTHERWISE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE PRODUCTS, OR THE INTERNET IN GENERAL, INCLUDING, WITHOUT LIMITATION, THE END USER’S USE OR INABILITY TO USE THE PRODUCTS, ANY CHANGES TO OR INACCESSIBILITY OF THE PRODUCTS, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE PRODUCTS, ANY DATA LOSS, OR ANY DATA OR MATERIAL FROM A THIRD PARTY ACCESSED ON OR THROUGH THE PRODUCTS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE. IN NO EVENT SHALL FLOWBOTS’ TOTAL LIABILITY FOR ANY DAMAGES EXCEED THE TOTAL FEES PAID BY THE END USER TO FLOWBOTS HEREUNDER. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO THE END USER. IF THE END USER IS DISSATISFIED WITH THE PRODUCTS, THE END USER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE PRODUCTS AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 6. FLOWBOTS IS NOT LIABLE FOR ANY ITEMS VIEWED OR TRANSMITTED VIA THE PRODUCTS. FLOWBOTS IS NOT LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY ACTS TAKING PLACE WHICH ARE NOT VIEWED OR TRANSMITTED VIA THE PRODUCTS. FLOWBOTS IS NOT OBLIGATED, DIRECTLY OR INDIRECTLY, TO TAKE ANY STEPS TO PREVENT OR CORRECT ANY ILLEGAL, ABUSIVE, OR OTHERWISE INAPPROPRIATE ACTIVITY PERFORMED BY THE END USER, NOR IS FLOWBOTS OBLIGATED, DIRECTLY OR INDIRECTLY, TO ARCHIVE OR OTHERWISE MAINTAIN ANY REPRODUCTION OF THE CONTENT THAT APPEARS OR IS TRANSMITTED ON THE PRODUCTS FOR FUTURE REFERENCE. FLOWBOTS IS NOT LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY ACTION OR INACTION WITH RESPECT TO ANY CONTENT ON THE PRODUCTS. FLOWBOTS IS NOT RESPONSIBLE, DIRECTLY OR INDIRECTLY, FOR COMPLIANCE OR LACK THEREOF BY ANY BROKER(S) WITH RESPECT TO ANY APPLICABLE LAWS AND REGULATIONS, INCLUDING, BUT NOT LIMITED TO, THOSE LAWS REGARDING OR PERTAINING TO THE TRADING OF SECURITIES. FLOWBOTS MAKES SIGNIFICANT EFFORTS, MEETING OR EXCEEDING INDUSTRY STANDARDS, TO ENSURE THE SECURITY AND/OR FUNCTIONALITY OF PRODUCTS-RELATED INTERNET TRANSMISSIONS BUT, DUE TO THE INHERENT NATURE OF THE INTERNET, CANNOT GUARANTEE OR WARRANT THE FUNCTIONALITY AND/OR SECURITY OF INTERNET TRANSMISSIONS.
7.3. Exclusions. The foregoing warranties and remedies shall be void as to any Products damaged or rendered unserviceable by: (1) improper or inadequate maintenance by anyone other than FLOWBOTS or FLOWBOTS’ authorized agents; (2) software or interfacing supplied by anyone other than FLOWBOTS; (3) modifications, alterations, or additions to the Products by personnel not certified by FLOWBOTS or FLOWBOTS’ authorized agents to perform such acts, or other unauthorized repair, installation, or opening, or other causes beyond FLOWBOTS’ control; (4) unreasonable refusal to agree with engineering change notice programs; (5) negligence by any person other than FLOWBOTS or FLOWBOTS’ authorized agents; (6) misuse, abuse, accident, electrical irregularity, theft, vandalism, fire, water, or other peril; (7) damage caused by containment and/or operation outside the environmental specifications for the Products or contrary to the Licensed Configuration; and (8) alteration or connection of the Products to other systems, equipment, or devices (other than those specifically approved by FLOWBOTS) without the prior approval of FLOWBOTS.
8. Government Regulation and Export Control
8.1. Government Regulations. The End User agrees that the Products may not be shipped, transferred, or exported into any country, or used in any manner, prohibited by applicable law, including applicable export control laws.
9. General
9.1. Miscellaneous. The End User may not assign their rights or obligations under this Agreement without the prior written consent of FLOWBOTS. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of the provisions of this Agreement shall remain in full force and effect. This Agreement sets forth the entire understanding and agreement between the End User and FLOWBOTS and may be amended only in writing signed by both parties.
9.2. No Other Rights. Nothing contained in this Agreement shall be construed as conferring, by implication or otherwise, upon either party hereunder any license or other right except the licenses, rights, and uses expressly granted hereunder to a party hereto.
9.3. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Products and supersedes any and all prior or contemporaneous communications, representations, statements, and understandings, whether oral or written, between the parties concerning the Products.
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