IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT YOU ARE ACKNOWLEDGING THAT YOU ARE ACQUIRING ALEXANDRIA SOFTWARE FROM AN APPROVED SOURCE AND THAT YOU, OR THE ENTITY YOU REPRESENT (COLLECTIVELY, THE “CUSTOMER”) HAVE BEEN REGISTERED AS AN AUTHORIZED END USER FOR THE PURPOSES OF THIS ALEXANDRIA END USER LICENSE AGREEMENT. IF YOU ARE NOT REGISTERED AS AN AUTHORIZED END USER YOU HAVE NO LICENSE TO USE THE SOFTWARE AND THE LIMITED WARRANTY IN THIS END USER LICENSE AGREEMENT DOES NOT APPLY. ASSUMING YOU HAVE ACQUIRED THE SOFTWARE FROM AN APPROVED SOURCE, CLICKING “ACCEPT” TO AGREE WITH THE TERMS OF THIS AGREEMENT, AND/OR DOWNLOADING, INSTALLING OR USING SenTMap OR OTHER RELATED ALEXANDRIA-SUPPLIED SOFTWARE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.
ALEXANDRIA INVESTMENT RESEARCH AND TECHNOLOGY, INC. (“ALEXANDRIA”) IS WILLING TO LICENSE THIS SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACQUIRED THE SOFTWARE FROM AN APPROVED SOURCE AND THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”), PLUS ANY ADDITIONAL LIMITATIONS ON THE LICENSE SET FORTH IN ANY SUPPLEMENTAL LICENSE AGREEMENT ACCOMPANYING THE SOFTWARE OR AVAILABLE AT THE TIME OF YOUR ACCEPTANCE OF THESE TERMS (A “SUPPLEMENTAL LICENSE AGREEMENT”). TO THE EXTENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS END USER LICENSE AGREEMENT AND ANY SUPPLEMENTAL LICENSE AGREEMENT, THE SUPPLEMENTAL LICENSE AGREEMENT SHALL APPLY. BY CLICKING “ACCEPT” TO AGREE WITH THE TERMS OF THIS AGREEMENT, AND/OR BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU ARE REPRESENTING THAT YOU ACQUIRED THE SOFTWARE FROM AN APPROVED SOURCE AND ARE BINDING YOURSELF TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN ALEXANDRIA IS UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MAY NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. FOR THE PURPOSES OF THIS END USER LICENSE AGREEMENT, AN “APPROVED SOURCE” MEANS (A) ALEXANDRIA; OR (B) A PARTNER OR RESELLER AUTHORIZED BY ALEXANDRIA TO DISTRIBUTE / SELL ALEXANDRIA SOFTWARE AND SERVICES WITHIN YOUR TERRITORY TO CUSTOMERS AND END USERS.
ALEXANDRIA MAY AMEND, MODIFY OR OTHERWISE CHANGE THE TERMS OF THIS AGREEMENT AND THE DOCUMENTATION FROM TIME TO TIME AND AT ANY TIME, IN ITS SOLE DISCRETION AND WITHOUT NOTICE TO CUSTOMER. CUSTOMER’S ACCESS AND USE OF THE SOFTWARE WILL BE SUBJECT TO THE MOST CURRENT VERSION OF THIS AGREEMENT AND THE DOCUMENTATION AT THE TIME OF SUCH USE. THE MOST CURRENT VERSION OF THIS AGREEMENT WILL BE POSTED VIA A LINK ON ALEXANDRIA’S WEBSITE HOMEPAGE AT ALEXABILITY.COM. CUSTOMER SHALL REGULARLY CHECK THIS LINK TO VIEW THE THEN-CURRENT TERMS.
ALEXANDRIA MAY MODIFY, UPDATE, UPGRADE OR OTHERWISE CHANGE THE COMPONENTS, FUNCTIONALITY, FEATURES OR OTHER ASPECTS OF THE SOFTWARE FROM TIME TO TIME AND AT ANY TIME, IN ITS SOLE DISCRETION AND WITHOUT NOTICE TO CUSTOMER. CUSTOMER’S CONTINUED ACCESS OR USE OF THE SOFTWARE SHALL CONSITITUE ITS ACCEPTANCE OF ANY SUCH CHANGES.
THE FOLLOWING TERMS OF THE AGREEMENT GOVERN CUSTOMER’S USE OF THE SOFTWARE (DEFINED BELOW), EXCEPT TO THE EXTENT THERE IS A SUPPLEMENTAL LICENSE AGREEMENT BETWEEN CUSTOMER AND ALEXANDRIA GOVERNING CUSTOMER’S USE OF THE SOFTWARE. . FOR PURPOSES OF THIS AGREEMENT, “SOFTWARE” SHALL MEAN THE SenTMap SENTIMENT TERRAIN MAPPING SYSTEM SOFTWARE PRODUCT AND ALL RELATED COMPUTER PROGRAMS, AS PROVIDED TO CUSTOMER BY AN APPROVED SOURCE, AND ANY UPGRADES, UPDATES, BUG FIXES OR MODIFIED VERSIONS THERETO, OR BACKUP COPIES OF ANY OF THE FOREGOING.2
License. Conditioned upon compliance with the terms and conditions of the Agreement, Alexandria grants to Customer and its authorized end users a nonexclusive, nontransferable, nonsublicensable, revocable, limited license to use for Customer’s own internal investment research and investment and trading decision making purposes the Software and any applicable Documentation acquired from an Approved Source. “Documentation” means written information (whether contained in user or technical manuals, training materials, data sheets, presentations, specifications or otherwise) pertaining to the Software and made available by an Approved Source with the Software in any manner, whether in hard copy or electronic format, and whether provided directly to Customer or made available online. Customer’s license to use the Software shall be limited to, and Customer shall not use the Software in excess of, such limitations as are set forth in any applicable Supplemental License Agreement or in an applicable purchase order which has been accepted by an Approved Source. . No other licenses are granted by implication, estoppel or otherwise.
General Limitations. This is a license, not a transfer of title, to the Software and Documentation, and Alexandria retains ownership of all copies of the Software and Documentation. Customer acknowledges that the Software and Documentation contain trade secrets of Alexandira or its suppliers or licensors, including but not limited to the specific internal design and structure of individual programs and associated interface information. Except as otherwise expressly provided under this Agreement, Customer shall have no right, and Customer specifically agrees not to:
transfer, assign or sublicense its license rights to any other person or entity, and Customer acknowledges that any attempted transfer, assignment, sublicense or use shall be void;
make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or permit third parties to do the same;
reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Software to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction or except to the extent that Alexandria is legally required to permit such specific activity pursuant to any applicable open source license;
use or permit the Software to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express written authorization of Alexandria; or
disclose, provide, or otherwise make available trade secrets contained within the Software and Documentation in any form to any third party without the prior written consent of Alexandira. Customer shall implement reasonable security measures to protect such trade secrets.
Acknowledgement. Customer represents and warrants that (i) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) Customer is not listed on any U.S. Government “watch list” of prohibited or restricted parties, including the Specially Designated Nationals list published by the Office of Foreign Assets Control of the U.S. Treasury or the Denied Persons List published by the U.S. Department of Commerce. The Software, Documentation and technology or direct products thereof supplied by Alexandria under the Agreement are subject to export controls under the laws and regulations of the United States (U.S.) and any other applicable countries’ laws and regulations. Customer shall comply with such laws and regulations governing export, re-export, transfer and use of the Software, Documentation and technology.
Limited Warranty. Subject to the limitations and conditions set forth herein, Alexandria warrants that commencing from the date of receipt by Customer, and continuing for a period of thirty (30) days the Software will substantially conform to the Documentation. Except for the foregoing, the Software is provided “AS IS”. This limited warranty extends only to the Software purchased from an Approved Source by a Customer and only to the extent that such Software is used solely by such Customer’s authorized end users. Customer’s sole and exclusive remedy and the entire liability of Alexandria and its suppliers under this limited warranty will be (i) replacement of defective media and/or (ii) at Alexandria’s option, repair, replacement, or refund of the purchase price of the Software, in both cases subject to the condition that any error or defect constituting a breach of this limited warranty is reported to the Approved Source supplying the Software to Customer within the warranty period. Alexandria or the Approved Source supplying the Software to Customer may, at its option, require return of the Software and/or Documentation as a condition to the remedy. In no event does Alexandria warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions. In addition, due to the continual development of new techniques for intruding upon and attacking networks, Alexandria does not warrant that the Software or any equipment, system or network on which the Software is used will be free of vulnerability to intrusion or attack. EXCEPT AS SPECIFIED IN THIS WARRANTY SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY ALEXANDRIA, ITS SUPPLIERS AND LICENSORS. TO THE EXTENT THAT ANY OF THE SAME CANNOT BE EXCLUDED, SUCH IMPLIED CONDITION, REPRESENTATION AND/OR WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD REFERRED TO IN THIS “LIMITED WARRANTY” SECTION. This disclaimer and exclusion shall apply even if the express warranty set forth above fails of its essential purpose.
Restrictions. The limited warranty does not apply if the Software or any other equipment upon which the Software is authorized to be used (a) has been altered, except by Alexandria or its authorized representatives, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Alexandria, (c) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident; or (d) is licensed for beta, evaluation, trial, testing or demonstration purposes.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW. (A) IN NO EVENT SHALL ALEXANDRIA BE LIABLE TO CUSTOMER WITH RESPECT TO USE OF THE SOFTWARE AND (B) IN NO EVENT SHALL ALEXANDRIA BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES OR LOST PROFITS, LOSS OR CORRUPTION OF DATA OR FAILURE OR MALFUNCTION OF CUSTOMER’S COMPUTING DEVICE. CUSTOMER’S SOLE REMEDY UNDER THIS AGREEMENT IS TO CEASE USE OF THIS SOFTWARE. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
Customer Information. The Software may require transmission of information provided by Customer, including usernames/passwords (collectively “Customer Information”). Customer acknowledges that Customer Information will be transferred by the Software in an encrypted format. Alexandria makes no warranty that a third party cannot decrypt Customer Information should a third party come into possession of Customer’s computing device.
Acceptable Use. Any use of the Software in any manner not allowed under this Agreement, including, without limitation, resale, transfer, modification or distribution of the Software or copying or distribution of text, pictures, video, data, hyperlinks, displays and other content provided by the Software is prohibited. This Agreement does not entitle Customer to receive and does not obligate Alexandria to provide hard-copy documentation, support, telephone assistance, or enhancements or updates to the Software. Use of the Software and any of Customer Information transmitted in connection with the Software is limited to the functionality of the Software. In no event may the Software be used in a manner that (a) harasses, abuses, threatens, defames or otherwise infringes or violates the rights of any other party; (b) is unlawful, fraudulent or deceptive; (c) uses technology or other means to access Alexandria’s proprietary information that is not authorized by Alexandria; (d) uses or launches any automated system to access Alexandria’s website or computer systems; (e) attempts to introduce viruses or any other malicious computer code that interrupts, destroys or limits the functionality of any computer software, hardware or telecommunications equipment; (f) attempts to gain unauthorized access to Alexandria’s computer network or user accounts; (g) encourages conduct that would constitute a criminal offense, or would give rise to civil liability; or (h) violates this Agreement. Alexandria reserves the right, in its sole discretion, to terminate this Agreement for any reason, including but not limited to Alexandria’s reasonable conclusion that Customer has violated this Agreement.
Authorized Users. Customer shall be responsible for any access to or use of the Software by any person or entity using its usernames, passwords and accounts, and accepts all risks of unauthorized access to such Customer Information. Customer shall maintain the strict confidentiality of its usernames, passwords and accounts, and shall ensure that only authorized end users of Customer are permitted to access and use the Software. Customer agrees to (a) immediately notify Alexandria of any unauthorized use of its usernames, passwords and accounts or any other breach of security; and (b) take any reasonable steps within its control to prevent any further unauthorized use or breach.
Indemnification. Customer agrees to defend, indemnify, and hold harmless Alexandria and its employees, contractors, officers, and directors from any and all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities, expenses (including attorney’s fees) that arise from Customer’s use or misuse of the Software, violation of this Agreement or violation of any rights of a third party. Alexanrdia reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which event Customer will cooperate in asserting any available defenses.
Contact Information. Should Customer wish to contact Alexandria with any questions, complaints or claims with respect to the Software, Customer should email email@example.com.
Proprietary Nature of Software and Marks. Alexandria owns the Software and any and all trademarks, service marks and other content included in the Software. The Software may use trademarks, service marks or other content in connection with the service it provides and such trademarks, service marks or other content remains at all times the property of its respective owner. Customer has no right or license with respect to any trademarks, service marks and other content owned by Alexandria of any third party that is visible on or provided to Customer through the Software.
Identified Components; Additional Terms. The Software may contain or be delivered with one or more components, which may include third-party components, including, without limitation, news or content feeds and pricing data feeds, identified by Alexandria in the Documentation (the “Identified Component(s)”) as being subject to different license agreement terms, disclaimers of warranties or other terms and conditions (collectively, “Additional Terms”) than those set forth herein. You agree to the applicable Additional Terms for any such Identified Component(s).
Controlling Law, Jurisdiction. This Agreement is controlled by and construed under the laws of the State of California, United States of America, notwithstanding any conflicts of law provisions; and the state and federal courts of California shall have exclusive jurisdiction over any claim arising under this Agreement. The parties specifically disclaim the application of the UN Convention on Contracts for the International Sale of Goods. Notwithstanding the foregoing, either party may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of such party’s intellectual property or proprietary rights. If any portion of this Agreement is found to be void or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect. Except as expressly provided herein, the Agreement constitutes the entire agreement between the parties with respect to the license of the Software and Documentation and supersedes any conflicting or additional terms contained elsewhere, all of which terms are excluded. The Agreement has been written in the English language, and the parties agree that the English version will govern.
Term and Termination. This Agreement and the license granted herein shall remain effective until terminated. Customer may terminate the Agreement and the license at any time by destroying all copies of Software and any Documentation. Customer’s rights under this Agreement will terminate immediately without notice from Alexandria if Customer fails to comply with any provision of this Agreement. Upon termination, Customer shall destroy all copies of Software and Documentation in its possession or control. All obligations of Customer, all restrictions and limitations imposed on the Customer and all limitations of liability and disclaimers and restrictions of warranty under this Agreement shall survive termination of this Agreement.