﻿SOFTWARE END USER LICENSE AGREEMENT - TERMS AND CONDITION

This Software End User License Agreement (“Agreement”) is between you (both the individual installing the Licensed Software and the legal entity on behalf of which such individual is acting) (“You” or “Your”) and Tora Trading Services Ltd. (“Licensor”)

IT IS IMPORTANT THAT YOU READ CAREFULLY AND UNDERSTAND THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, THEN LICENSOR IS UNWILLING TO LICENSE THE LICENSED SOFTWARE TO YOU, AND YOU ARE PROHIBITED FROM USING THE LICENSED SOFTWARE. BY INSTALLING, DOWNLOADING, COPYING, OR OTHERWISE USING THE LICENSED SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.

1. DEFINITIONS.
1.1 “Documentation” means the user guides or other accompanying documentation for installation and use of the Licensed Software that Licensor makes generally available.
1.2 “Licensed Software” means the Licensor’s software, in object code form only, and the media, Documentation and any updates provided by Licensor to You and for which You are granted a license pursuant to this Agreement.

2. LICENSE TO THE LICENSED SOFTWARE.
2.1 LIMITED LICENSE. Licensor grants to You a limited, non-exclusive, non-transferable, royalty-bearing license (without the right to sublicense):
	a. to use the Licensed Software at the site at which the Licensed Software is installed for production operation or, on a temporary basis, on a backup system if the system at the original site is inoperative, consistent with the limitations specified or referenced in this Agreement, the Documentation and any other written Licensor standard customer agreement signed by the parties, provided that all fees required by the Licensor have been paid in full by You or by applicable third party brokers;
	b. to use the Documentation provided with the Licensed Software in support of Your authorized use of the Licensed Software; and
	c. to copy the Licensed Software for backup purposes, and to make a sufficient number of copies for the intended use described in the Documentation, provided that all titles and trademark, copyright and restricted rights notices are reproduced on all such copies.
2.2 RESTRICTIONS. You will not, and will not permit any third party to, (i) copy or use the Licensed Software except as expressly permitted by this Agreement; (ii) reverse engineer, decompile, disassemble, modify, customize, translate, or create derivative works of the Licensed Software, including translations or localizations; (iii) redistribute, encumber, sell, relicense, sublicense, rent, lease, or otherwise transfer rights to the Licensed Software; or (iv) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Licensed Software. You will not use the Licensed Software on multiple processors without the prior consent of Licensor.
2.3 OWNERSHIP. Licensor will retain all right, title and interest in and to the patent, copyright, trademark, trade secret and any other intellectual property rights in the Licensed Software and any derivative works thereof, subject only to the limited licenses set forth in this Agreement. You do not acquire any other rights, express or implied, in the Licensed Software other than those rights expressly granted under this Agreement. You agree to take all steps which are reasonably necessary to protect the Licensor's ownership and intellectual property rights to the Licensed Software in the conduct of Your licensed commercial activity with the Licensed Software, and You will not take any action to jeopardize, limit or interfere in any manner with such rights.
2.4 NO SUPPORT. Licensor has no obligation to provide hard-copy documentation, technical support, maintenance, upgrades, modifications or new releases under this Agreement.
2.5 COMPLIANCE WITH LAWS AND AGREEMENTS. You will be solely responsible for ensuring that You and Your Authorized Persons access and use the Licensed Software in accordance with (i) the terms of this Agreement and any other written Licensor standard customer agreement signed by the parties; (ii) all applicable laws, rules or regulations of any governmental authority, securities exchange or other self-regulatory organization of which You are a member or by which You or Your activities are governed or regulated; and (iii) any other legal or other limitation or restriction on or applicable to You or any of Your assets or property. An “Authorized Person” shall mean Your agent or employee that is authorized by You and Licensor to access and use the Licensed Software on Your behalf.

3. DESCRIPTION OF SERVICES.
3.1 One or more services, whether sponsored, created or offered by Licensor or any other affiliated or unaffiliated third party, may be made available to You through the Licensed Software. In general, a service may provide a mechanism (i) pursuant to which You may interact electronically with certain third parties, including certain broker-dealers, exchanges, electronic communications networks, alternative trading systems and other trade-related information and service providers (each, a “Third Party”), for purposes of enabling You to route trade instructions relating to the purchase and sale of various financial instruments and obtain access to clearing and settlement, analytics, risk management and portfolio analysis services by entering into transactions of various kinds with such Third Parties (“Transactions”), or (ii) through which You may view data or information relating to Transactions. The service(s) to be provided to You hereunder shall be as mutually agreed between You and Licensor, and upon such terms and conditions as Licensor and any applicable Third Party may in its discretion determine.
3.2 As a convenience to You, Licensor may provide certain market information to You through the Licensed Software (“Market Information”). The Market Information may be developed by Licensor or by certain Third Parties. Licensor does not represent or warrant that the Market Information will be accurate or updated in a timely manner. You represent and warrant that to the extent You receive Market Information which is developed by a Third Party through the Licensed Software, You pay for such Market Information independently of Licensor, and pursuant to an agreement with such Third Party. You agree and acknowledge that (i) Licensor shall have no liability or obligation whatsoever in respect of any Market Information received by You via the Licensed Software, and (ii) that any use or reliance on any Market Information by You shall be at Your sole risk.

4. THIRD PARTIES.
4.1 You acknowledge and agree that (i) Licensor is not directly or indirectly a party to or participant in any Transaction entered into or otherwise conducted through the Licensed Software; and (ii) Licensor shall have no responsibility, liability or obligation whatsoever to any person, with respect to any Transaction, including You and any person or account for whom You are authorized to act, for the failure of any Third Party or other person entering into a Transaction with You through the Licensed Software to perform any of its obligations with respect to such Transaction.
4.2 You will have the ability to interact through the Licensed Software only with Third Parties that have access to the Licensed Software. You acknowledge and agree that such Third Parties may include only a small number of all Third Parties that might otherwise be available or useful to You in the ordinary course of conducting Your business.
4.3 Each Transaction entered into between You and any Third Party will be governed by, and the rights and obligations of You and such Third Party will be determined in accordance with, a written contractual arrangement entered into between You and that Third Party (the “User Documentation”). Licensor will have no liability or obligation (i) in respect of any User Documentation, (ii) in respect of any other contractual arrangements or User Documentation between You and a Third Party with respect to any Transaction, or (iii) to assist in any way in respect of Your or any Third Party’s compliance with any provisions set forth in any User Documentation. You hereby consent to the disclosure by Licensor to a Third Party, or by a Third Party to Licensor, of any information with respect to a Transaction to the extent such disclosure is necessary to complete or facilitate the Transaction via the Licensed Software, and Licensor will have no liability with respect to such disclosure.
4.4 You represent and warrant that You will make Your own evaluation of the creditworthiness, suitability and desirability of each Third Party with which You enter into Transactions as a counterparty or agent, and that You are not relying, and will not rely, on Licensor for any information as to the creditworthiness, suitability or desirability of any such Third Party as a counterparty or agent. Your ability to use a service offered by a Third Party through the Licensed Software shall not constitute nor be deemed to constitute a recommendation or endorsement by Licensor of any such Third Party and shall not imply that the Third Party is creditworthy, suitable, or desirable as a counterparty or agent to any Transaction. Licensor shall have no liability or obligation for any loss, damage, cost or expense incurred by You related in any way to the creditworthiness, suitability or desirability of any such Third Party or Transaction.

5. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY.
LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE LICENSED SOFTWARE OR ANY THIRD PARTY SERVICE MADE AVAILABLE THROUGH THE LICENSED SOFTWARE. THE LICENSED SOFTWARE IS PROVIDED “AS IS” WITH NO WARRANTY. YOU AGREE THAT YOUR USE OF THE LICENSED SOFTWARE OR ANY THIRD PARTY SERVICE MADE AVAILABLE THROUGH THE LICENSED SOFTWARE IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED SOFTWARE OR ANY THIRD PARTY SERVICE MADE AVAILABLE THROUGH THE LICENSED SOFTWARE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS OR WILL OPERATE IN THE COMBINATION SELECTED BY YOU. LICENSOR DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL OPERATE IN COMBINATION WITH HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY LICENSOR, EXCEPT AS EXPRESSLY SPECIFIED IN THE DOCUMENTATION, OR THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

6. TERMINATION. Licensor may terminate this Agreement at any time upon Your breach of any of the provisions hereof. In addition, if You are accessing or using the Licensed Software on a trial or evaluation basis, this Agreement and your license to use the Licensed Software will terminate 45 days after installation of the Licensed Software by You (the “Evaluation Period”). Upon Termination of this Agreement or expiration of the Evaluation Period, You will cease all use of the Licensed Software, return to Licensor or destroy the Licensed Software and all Documentation and related materials in Your possession, and so certify to Licensor. Except for the license granted herein and as expressly provided herein, the terms of this Agreement will survive termination.

7. INDEMNIFICATION. You hereby agree to defend, indemnify and hold harmless Licensor, its affiliates and any of their respective officers, directors, employees, agents, consultants or other representatives (the “Licensor Indemnified Parties”) from and against any and all direct losses, liabilities, judgments, damages, reasonable out-of-pocket costs and expenses or other causes of action, of whatever character, including reasonable attorneys’ fees, investigators’ fees and litigation expenses and costs (collectively, “Liabilities”) associated with any pending, threatened, or actual claim, action, proceeding, suit or allegation by any third party made against the Licensor Indemnified Parties to the extent based on, arising out of, or relating to Your, or Your Authorized Persons’, access or use of the Licensed Software, except to the extent that such Liabilities are incurred as a result of (i) the breach by Licensor in any material respect of any of its obligations under this Agreement, or (ii) Licensor’s gross negligence or willful misconduct.

8. GENERAL TERMS.
8.1 EXPORT RESTRICTIONS. You will comply fully with all applicable export laws and regulations, including, without limitation, the U.S. Export Administration Regulations (collectively “Export Controls”). Without limiting the generality of the foregoing, You will not, and You will require Your representatives not to, export, direct or transfer the Licensed Software, or any direct product thereof, to any destination, person or entity restricted or prohibited by the Export Controls.
8.2 LIMITATION OF LIABILITY. In no event will Licensor be liable for any indirect, incidental, special, consequential or punitive damages, or damages for loss of profits, revenue, business, savings, data, use or cost of substitute procurement, incurred by You or any third party, whether in an action in contract or tort, even if Licensor has been advised of the possibility of such damages or if such damages are foreseeable. In no event will Licensor’s liability for damages hereunder exceed the amount actually paid by You, or applicable third party brokers on your behalf, to Licensor for the Licensed Software. The parties acknowledge that the limitations of liability in this Section 8.2 and in the other provisions of this Agreement and the allocation of risk herein are an essential element of the bargain between the parties, without which Licensor would not have entered into this Agreement. Licensor’s pricing reflects this allocation of risk and the limitation of liability specified herein.
8.3 CONTROLLING LAW. This Agreement and all matters arising out of or relating to this Agreement will be governed by the internal laws of the State of California without giving effect to any choice of law rule. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. In the event of any controversy, claim or dispute between the parties arising out of or relating to this Agreement, such controversy, claim or dispute may be tried solely in a state or federal court for San Francisco County, California, and the parties hereby irrevocably consent to the jurisdiction and venue of such courts.
8.4 SEVERABILITY AND WAIVER. If any provision of this Agreement is held to be illegal, invalid or otherwise unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, will be deemed to be severed and deleted from this Agreement, while the remainder of this Agreement will continue in full force and effect. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.
8.5 NO ASSIGNMENT. You may not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any rights or obligations under this Agreement without the prior written consent of Licensor. Any purported assignment, transfer or delegation by You will be null and void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.
8.6 ENTIRE AGREEMENT; AMENDMENTS. This Agreement constitutes the entire agreement between the parties and, other than any Licensor standard customer agreement signed by the parties, supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. In the event of a conflict between the terms of this Agreement and a signed Licensor standard customer agreement, the terms of the signed Licensor standard customer agreement will control. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party; no other act, document, usage or custom will be deemed to amend or modify this Agreement. It is expressly agreed that the terms of this Agreement will supersede the terms in any of Your purchase orders or other ordering documents.
