END USER SOFTWARE LICENCE AGREEMENT
PLEASE READ THESE LICENCE TERMS CAREFULLY
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and TECHX FZ LLC (trading as Arya) of Office 1309, 13th Floor, Creative Tower, Fujairah,
United Arab Emirates. (Licensor, us or we) for:
- [Arya 1.0] computer software written specifically for the MetaTrader Platform, any relevant data supplied with the software and any associated media (Software); and
- any relevant printed materials and online/electronic documentation (Documentation).
We license use of the Software and Documentation to you on the basis of this Licence. We do not sell the Software or Documentation to you. We remain the owners of the Software and Documentation at all times.
OPERATING SYSTEM REQUIREMENTS: THIS SOFTWARE REQUIRES A MINIMUM CPU OF 384 MHZ, MINIMUM SSD DRIVE OF 5GB, WITH A MINIMUM OF 256 MB OF MEMORY AND WINDOWS OPERATING SYSTEMS (Operating System).
- GRANT AND SCOPE OF LICENCE, MINOR CHANGES, UPDATES AND UPDGRADES
- In consideration of you agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence until terminated in accordance with this Licence.
- You may:
- install and use the Software for your personal purposes on one MetaTrader account (as Arya is linked to a single account number).
- provided it is used at any one time on only one computer owned or leased by you, transfer the Software from one computer to another;
- receive and use any free supplementary software code or update of the Software incorporating « patches » and corrections of errors as may be provided by the Licensor from time to time;
- use any Documentation in support of the uses permitted under paragraph 2.
- We may update or require you to update the Software, provided that the Software shall always match the description of it that we provided to you before you bought it.
- The Software may be upgraded to reflect changes in the Operating System. The Software will work with the current or previous version of that Operating System (as it may be updated from time to time).
We may change the price of our service from time to time; however, any price changes will apply to you no earlier than 30 days following notice to you.
Except as expressly set out in this Licence, you undertake:
- not to copy the Software or Documentation, except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security;
- not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Software or Documentation nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
- not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things, except to the extent that such actions cannot be prohibited because they are necessary to decompile the Software to obtain the information necessary to create an independent program that can be operated with the Software or with another program (Permitted Objective), and provided that the information obtained by you during such activities:
- is used only for the Permitted Objective;
- is not disclosed or communicated without the Licensor’s prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
- is not used to create any software that is substantially similar in its expression to the Software;
- to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
- to include our copyright notice on all entire and partial copies of the Software in any form;
- not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us;
- to keep all login accounts to the Software secure (including regularly updating secure login passwords) and to maintain accurate and up-to-date records of the number and locations of all users and licences using the Software by yourself or your company;
to comply with all applicable technology control or export laws and regulations.
3. Intellectual property rights
- You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Software or the Documentation other than the right to use the Software and the Documentation in accordance with the terms of this Licence.
- You acknowledge that you have no right to have access to the Software in source code form or unlocked coding other than as expressly provided in this Licence.
We expressly disclaim any warranty for the Software and/or Documentation. The Software and Documentation is provided “as is” and to the extent permitted by law, without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, non-infringement, or fitness for purpose. We do not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the Software and/or Documentation. We make no warranties with respect to harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer program.
5. Limitation of Liability
- We shall not be liable for any direct and/or indirect damages arising out of your use of the Software and/or Documentation. We shall not under any circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for loss of profits, sales, business, or revenue, business interruption, loss of anticipated savings, loss or corruption of data or information, loss of business opportunity, goodwill or reputation and/or any indirect or consequential loss or damage. We shall not be liable for the content of the Software and/or Documentation including but not limited to errors, omissions, libel, infringements of rights, privacy and disclosure of confidential information.
- This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documentation. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
- We do not exclude or limit in any way our liability to you where it would be unlawful to do so.
- You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.
You agree to indemnify, defend and hold harmless the Licensor and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Software or your breach of this Licence.
- We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within five (5) days after the service of written notice requiring you to do so.
- We may also terminate this Licence at any time on giving you not less than thirty (14) days’ prior notice of termination.
- You may terminate this Licence at any time upon written notice to us within thirty (14) days of entering into this Licence if you change your mind.
- Upon termination for any reason:
- all rights granted to you under this Licence shall cease;
- you must cease all activities authorised by this Licence; and
- you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
8. General warranties
- You represent and warrant to us that:
- you have the power and right to enter into this Licence which has been duly authorised and upon its acceptance, will constitute a valid and legally binding agreement for the Licensee enforceable against the Licensee in accordance with its terms; and
- you irrevocably undertake to us that you shall fully comply with all of your obligations in this Licence and all applicable laws.
- You represent and warrant to us that:
9. Communications between us
- If you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by email to TechX FZ LLC at email@example.com. We will confirm receipt of this by contacting you in writing, normally by email.
- If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address you provide or confirm to us.
10. How we may use your personal information
11. Other important terms
- We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
- This Licence contains the entire agreement between the parties with respect to its subject matter, and supersedes all prior or contemporaneous agreements or understandings (oral or written).
- You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
- Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
- If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
- Licence, its subject matter and its formation are governed by the laws of the Dubai International Financial Centre (DIFC) without giving effect to any choice or conflict of law provision or rule (whether of the DIFC or any other jurisdiction). You and we agree that any dispute, difference, controversy or claim arising out of or in connection with this Licence including (but not limited to) any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, shall be subject to the exclusive jurisdiction of the Courts of the DIFC, although we retain the right to bring any suit, action or proceeding against you for breach of this Licence in your jurisdiction of residence or any other relevant jurisdiction. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.