END USER LICENSE AGREEMENT(EULA)
LATEST VERSION – September 2019 StockJumpers, LLC, Bellevue, Washington 98005
1.1 This EULA sets forth the contractual terms and conditions (“Terms”) between you (“Licensee”, “User” “You/you”, “Your/your”, or “You’re/you’re”) and StockJumpers, LLC, , and its agents and affiliates (collectively, “StockJumpers”, “we”, “us”, or “our”) for the use of StockJumpers’ products, including, without limitation, any (a) information, data, documents, images, photographs, graphics, audio, videos, or webcasts, and (b) Licensed Software (defined below) including the Trade Assist Portal and related media, documentation (for example, program descriptions or manuals) and any other documents and materials manufactured by StockJumpers, (“Product(s)”).
2.1 It is required that you register your membership to access any Product(s) in order to receive access that enables you to use the Product(s) on your computer. It is not possible to use StockJumpers’ Products that are not subscribed to and activated.
2.4 If you are entering into this EULA agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. If you do not have such authority or if you do not agree with the terms and conditions of this EULA agreement, do not install or use the Product(s), and you must not accept this EULA agreement.
3. ACCEPTANCE OF TERMS.
3.1 By installing and/or by registering the Product on your computer, you declare yourself in agreement with these Terms. If you do not agree with these Terms, you must not install or access the Product.
3.2 You may not use the Product(s) if (a) you are prohibited by Law from receiving or using the Product(s), (b) you are not fully able and competent to enter into a binding contract with StockJumpers, such as if you are not of legal age. In particular, through acceptance of these Terms, you affirm that you are over the age of 21.
3.3 StockJumpers may require you to provide consent to updated Terms before further use of the Product(s) or Services is permitted. Otherwise, your continual use of any Product(s), Site or Service constitutes your acceptance of the changes.
3.4 This EULA agreement shall apply only to the Products and Software supplied by StockJumpers, LLC herewith regardless of whether other software is referred to or described herein. The terms also apply to any StockJumpers, LLC updates, supplements, Internet-based services, and support services for the Software, unless other terms accompany those items on delivery. If so, those terms apply.
Unless otherwise defined, capitalized terms used throughout these Terms have the meanings stated below:
4.1 “Account Information” means the information you provide to StockJumpers when you register Product(s) on the Site, including your StockJumpers ID and log-in information.
4.2 “Trade Portal” means a product developed and sold by StockJumpers or another party, in a party’s branded packaging, to end-users, either through an online store or through a retailer, which includes certain Licensed Software.
4.3 “Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, and any other intellectual or proprietary rights.
4.4 “Law” means any applicable law, regulation, or generally accepted practices or guidelines in any applicable jurisdiction, such as any laws regarding the export of data or software to and from the United States or other applicable countries.
4.5 “License Key” means the unique code provided by StockJumpers which identifies the license type and which unlocks or enables certain features of the Licensed Software.
4.6 “Licensed Software” means the object code version of the computer software and related documentation for each Product, including but not limited to any modifications or additions provided to you by StockJumpers.
4.7 “Make Available” means to email, post, transmit, upload, or otherwise make available through your use of the Product(s).
4.8 “Marks” means the trademarks, logos and service marks displayed on the Product(s) and related documentation.
4.9 “Service(s)” means all types of technical support services offered by StockJumpers to the User, including but not limited to, remote access support and telephone support.
4.10 “Shared Content” means content you or others have chosen to Make Available.
4.11 “User” means a user of the Product(s).
4.12 “User Content” means (a) Licensee Content and (b) Shared Content uploaded by other Users.
4.13 “Your Content” means any User Content that you Make Available through your use of the Product(s) and through the Site.
5. SCOPE OF USE/LICENSE.
Provided you comply with the Terms of this EULA, StockJumpers grants to you a non-exclusive, nontransferable, revocable right to access and use the Product(s) subject to the following conditions:
5.1 The Product(s) from StockJumpers are protected by law. The Intellectual Property Rights of the Product(s) remains with StockJumpers. You may not copy or have copied, decompile or have decompiled, reverse-engineer or have reverse-engineered, the Product. You may not: (a) reproduce, replicate or imitate part or all of the design, layout, or look-and-feel of the Product(s); (b) lease, license, rent, or sell the Product(s) or the right to use and access the Product(s); or (c) remove, obscure, revise, or alter any text, copyright, or other proprietary notices contained in the Product(s). You must ensure by appropriate and reasonable steps that third parties, including your own employees, cannot make unauthorized use of the Product(s). You shall be liable to StockJumpers for any loss or damage in this context.
5.2 You agree to use the Product(s) only as permitted by these Terms and any applicable Law.
5.3 StockJumpers may modify or discontinue, temporarily or permanently, the Product(s), Services, or any portion thereof, with or without notice. You agree that StockJumpers shall not be liable to you or anyone else if we do so.
All Product(s), and their selection and arrangement, are protected by Intellectual Property Rights. Except as expressly provided herein, StockJumpers does not grant any express or implied rights to use the Product(s). All rights, title and interest in the Product(s), in all languages, formats and media throughout the world, are and will continue to be the exclusive property of StockJumpers and nothing in the Terms shall be construed to confer any license or right, by implication, estoppels or otherwise, under copyright or other intellectual property rights, to you or any third party.
The Marks are the property of StockJumpers. You are not permitted to use the Marks without the prior written consent of StockJumpers. StockJumpers and the StockJumpers logo are trademarks of StockJumpers. For a current list of StockJumpers’ Marks, please refer to the posted trademark information on the Site.
8.1 The Products are protected by the copyright laws of the U.S. and other countries, and StockJumpers retains all Intellectual Property Rights in the Product(s). You may not separately publish, sell, market, lease, rent, or sublicense the Product(s) code. However, this license is not to be construed as prohibiting or limiting any fair use sanctioned by copyright law, such as permitted library and classroom usage.
10. LIMITED WARRANTY:
10.1 We warrant that the Product(s) will provide the basic features and functions generally described on our Site as of the date of your subscription or as in the documentation provided with the Product(s) at the time of purchase.
10.2 StockJumpers makes no warranty that the Product or your ability to use it will be uninterrupted or error-free. StockJumpers has taken all reasonable steps to keep its Products free of viruses, spyware, “back door” entrances, or any other harmful code. The Product(s) will not download or install patches, upgrades, or any third party products without getting your permission. We will not intentionally deprive you of your ability to use any features of the Product(s) or access to Your Content.
10.3 THIS PRODUCT IS PROVIDED “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL STOCKJUMPERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF MONEY CAUSED AS A DIRECT RESULT OF USING THE PRODUCTS, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS PRODUCT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
10.4 ANY SOFTWARE OR CONTENT USED, DOWNLOADED, MADE AVAILABLE, OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE PRODUCTS IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF MONEY, OR LOSS OF DATA THAT RESULTS FROM THE USE OR DOWNLOAD OF ANY SUCH MATERIAL. STOCKJUMPERS ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM THE SITE.
11. LIMITATIONS OF LIABILITY:
11.1 Your exclusive remedy under the above limited warranty shall be, at StockJumpers’ option, either a full refund of the last 60 days of paid in subscription fees or $1,000 whichever is less
12. EXPORT CONTROL LAWS:
12.1 You acknowledge that the Products and Services may subject to the U.S. export control and sanctions laws (including the Export Administration Regulations) (“Export Controls”) and that you will comply with the Export Controls. You will not export, re-export or import the Product(s) directly or indirectly, to, or use the Product(s) or Services in connection with: (a) any countries that are subject to U.S. export restrictions (including, but not limited to, Cuba, Iran, North Korea, Sudan, and Syria), or (b) any end User who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government. In addition, you are responsible for complying with any local laws in your jurisdiction which may impact your right to import, export or use the Products or Services. If StockJumpers has knowledge that a violation has occurred, StockJumpers may be prohibited from providing the Products and/or Services.
13. RESOLUTION OF DISPUTES:
(a) You agree that any claim or dispute you may have against StockJumpers must be resolved by a court located in Seattle, Washington, United States of America, except as otherwise agreed to by the parties, or as set forth Section 13.2 below. You agree to submit to the personal jurisdiction of the courts located in Seattle, Washington, United States of America when Washington laws applies, for the purpose of litigating such claims or disputes.
13.2 Alternative Dispute Resolution:
(a) When Washington Law applies, any dispute or controversy arising out of, relating to or in connection with the interpretation, validity, construction, performance, breach or termination of this Agreement shall be settled by binding arbitration to be held in Seattle, Washington, in accordance with the rules then in effect of the American Arbitration Association (the “Rules”). The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. The arbitrator(s) shall apply Washington law to the merits of any dispute or claim, without reference to conflicts of law rules. The arbitration proceedings shall be governed by federal arbitration law and by the Rules, without reference to state arbitration law. You hereby consent to the personal jurisdiction of the state and federal courts located in Washington for any action or proceeding arising from or relating to the Terms of this EULA or relating to any arbitration in which the parties are participants.
14. GENERAL PROVISIONS:
14.1 Termination: To the extent permitted by law, and without prejudice to any other rights, StockJumpers may terminate your license at any time and for any reason.
14.2 Notice to StockJumpers: Any notice provided to StockJumpers pursuant to the Terms should be sent to, StockJumpers, LLC, 12727 Northup Way – Suite 21 Bellevue, WA 98005, Attn: Legal Department.
14.3 Notice to you: StockJumpers may provide you with notices, including those regarding changes to Terms, by email, regular mail, postings on or within the Site, or other reasonable means now known or hereafter developed.
14.5 Non-Assignment: You may not assign or otherwise transfer the Terms, or any right granted hereunder, without StockJumpers’ written consent. StockJumpers’ rights under the Terms are transferable by StockJumpers.
14.6 Severability: If for any reason a court of competent jurisdiction finds any provision of the Terms, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties as reflected by that provision, and the remainder of the Terms shall continue in full force and effect.
14.7 Waiver: Any failure by StockJumpers to enforce or exercise any provision of the Terms, or any related right, shall not constitute a waiver of that provision or right.
14.8 Your Obligation: You are solely responsible for your familiarity and compliance with any laws that may prohibit you from participating in or using any part of the Product(s), Site, or Services.
14.9 Acknowledgement: You acknowledge that you have read this EULA, understand it and agree to be bound by the Terms. If you are not in agreement with the Terms contained in this EULA or are unsatisfied with the Product(s) within thirty (30) days of purchase, please un-subscribe from the Product(s), remove all copies and discontinue all use of the Product(s).