Auction Dashboard™ Software End User License Agreement

Auction Dashboard Software License

Terms and conditions

  1. Preamble: This Agreement governs the relationship between any user of the Auction Dashboard Software (hereinafter: Customer), and the software owner (Hereinafter: Owner). This Agreement sets the terms, rights, restrictions, and obligations on using Auction Dashboard (hereinafter: The Software), created and owned by Owner; as detailed herein.
    1. Description: The Software is proprietary to Owner and is protected by intellectual property laws and international intellectual property treaties. Customer’s access to The Software is licensed and not sold. The Software is a trading and order entry application for transactions involving, but not limited to, stocks, futures, exchange traded funds, mutual funds, single stock futures, options, and currency orders (collectively Orders); that interfaces through an Application Protocol Interface (API) or Software Development Kit (SDK). These systems may be based on software platforms developed by various other third party brokers and/or software developers (collectively Broker Platforms). Orders may be executed by brokers via Broker Platforms.
    2. Use of Third Party Vendors/Brokers: Customer is aware that The Software implements various third party software, platforms, and equipment (collectively Vendors); and Broker Platforms. Owner warrants that use of third party software and/or services is fully licensed for use by Vendors/Brokers to Owner and in-turn to Customers of The Software. Customer shall abide by all Vendors’/Brokers’ individual terms of service agreements, if applicable. Owner makes absolutely no warranties with reference to third party Vendor/Broker software and/or services.
  2. License Grant: Owner hereby grants Customer a Personal, Non-assignable & non-transferable, Commercial, Royalty free, Without the rights to create derivative works, Non-exclusive license, all with accordance with the terms set forth and other legal restrictions set forth in third party software used while running The Software.
    1. Limited: Customer may use The Software for the purpose of Running The Software on Customer's end-equipment. Licenses are for non-concurrent use.
    2. Non Assignable & Non-Transferable: Customer may not assign or transfer his/her rights and duties under this license. If such actions are taken, the license can be terminated at Owner’s sole discretion.
    3. Commercial, Royalty Free: Customer may use The Software for any purpose, including paid-services, without any royalties.
  3. Term & Termination: The Term of this license shall be until terminated. Owner may terminate this Agreement, including Customer’s license, in the case where:
    1. Customer was in breach of any of this license's terms and conditions, and such breach was not cured immediately upon notification; or
    2. Customer is in breach of any of the terms of the "License Grant" herein; or
    3. Customer otherwise entered into any arrangement which caused Owner to be unable to enforce Owner’s rights under this License.
  4. Payment: In consideration of the License granted under "License Grant" herein, Customer shall pay Owner a fee, via Credit-Card, or any other means which Owner may deem adequate. Failure to perform payment shall construe as material breach of this Agreement.
    1. By purchasing Software requiring regular payments on a weekly, monthly, quarterly, or annual basis ("Recurring Payments"), Customer authorizes Owner to charge Customer's payment card automatically at the interval and in the amount selected by Customer based on the available options during the purchase process. Customer agrees that the payment card specified by Customer for Recurring Payments is, and will continue to be, an account that Customer owns or is otherwise legally authorized to use, and that Customer will maintain sufficient availability under Customer's credit card limit, or sufficient funds in the account linked to Customer's debit card, as applicable, to pay Recurring Payments. Customer can cancel Recurring Payments at any time prior to the next Recurring Payment due date. If Customer cancels Recurring Payments after this time, the cancellation will not take effect until the following Recurring Payment due date, and no refund or partial refund will be issued to Customer by Owner.
  5. Upgrades, Updates and Fixes: Owner may provide Customer, from time to time, with Upgrades, Updates, or Fixes, as detailed herein and according to Owner’s sole discretion. Customer hereby warrants to keep The Software up-to-date and install all relevant updates and fixes; and may, at his/her sole discretion, purchase upgrades, according to the rates set by Owner. Owner shall provide any update or Fix free of charge; however, nothing in this Agreement shall require Owner to provide Updates or Fixes.
    1. Upgrades: For the purpose of this license, an Upgrade shall be a material amendment in The Software, which contains new features and/or major performance improvements; and shall be marked as a new edition of The Software. Customer's entitlement to upgrades shall be limited to the specific edition of The Software for which the Customer is licensed. For example, should Customer purchase The Software under edition 1, an upgrade shall commence under edition 2. Editions relate to the specific service level of The Software, and shall not be confused with release version number(s).
    2. Updates: For the purpose of this license, an update shall be a minor amendment in The Software, which may contain new features or minor improvements.
    3. Fix: For the purpose of this license, a fix shall be a minor amendment in The Software, intended to remove bugs or alter minor features which impair The Software's functionality.
  6. Support: The Software is provided under an AS-IS basis and without any support, updates, or maintenance. Nothing in this Agreement shall require Owner to provide Customer with support or fixes to any bug, failure, mis-performance, or other defect in The Software.
    1. Bug Notification: Customer may provide Owner with details regarding any bug, defect, or failure in The Software promptly and with no delay from such event; Customer shall comply with Owner's request for information regarding bugs, defects, or failures and furnish Owner with information, screenshots, and try to reproduce such bugs, defects, or failures.
    2. Feature Request: Customer may request additional features in Software, provided, however, that (i) Customer shall waive any claim or right in such feature should feature be developed by Owner; (ii) Customer shall be prohibited from developing the feature, or disclose such feature request, or feature, to any third party directly competing with Owner or any third party which may be, following the development of such feature, in direct competition with Owner; (iii) Customer warrants that feature does not infringe any 3rd party patent, trademark, trade-secret, or any other intellectual property right; and (iv) Customer developed, envisioned, or created the feature solely by him/herself.
  7. Prohibited Uses: User may not disseminate The Software, license key(s), username(s) and/or password(s), to any other person, entity, partnership, organization, association or otherwise. Internet Protocol ("IP”) addresses may be recorded by The Software to prevent license misuse.
  8. Liability: To the extent permitted under Law, The Software is provided under an AS-IS basis. Owner shall never, and without any limit, be liable for any damage, cost, expense, or any other payment incurred by Customer as a result of The Software’s actions, failure, bugs, and/or any other interaction between The Software and Customer’s end-equipment, computers, other software, or any third party end-equipment, computer, or services.
  9. Warranty:
    1. Intellectual Property: Owner hereby warrants that The Software does not violate or infringe any third party claims in regards to intellectual property, patents and/or trademarks; and that to the best of Owner’s knowledge, no legal action has been taken against Owner for any infringement or violation of any third party intellectual property rights.
    2. No-Warranty: The Software is provided without any warranty. Owner hereby disclaims any warranty that The Software shall be error free, without defects or code which may cause damage to Customer’s computers or to Customer; and that Software shall be functional. Customer shall be solely liable to any damage, defect, or loss incurred as a result of operating The Software and undertake the risks contained in running The Software on Customer’s end-equipment. Customer realizes that there is risk in trading stocks and that assets may be lost and are not insured. Owner is absolutely not responsible, directly or indirectly, for Customer's stock order, purchase, and sale actions. Owner 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 Software. Owner makes absolutely no warranties with reference to third party Vendor/Broker software and/or services.
    3. Prior Inspection: Customer hereby states that he/she inspected The Software thoroughly and found it satisfactory and adequate to his/her needs, that it does not interfere with his/her regular operation and that it does meet the standards and scope of his/her computer systems and architecture. Customer found that The Software interacts with his/her end-equipment and that it does not infringe any End User License Agreement of any software Customer may use. Customer hereby waives any claims regarding The Software's incompatibility, performance, results and features, and warrants that he/she inspected The Software.
  10. No Refunds: Customer warrants that he/she inspected The Software according to "Prior Inspection" herein and that it is adequate to his/her needs. Accordingly, as The Software is intangible goods, Customer shall not be, ever, entitled to any refund, rebate, compensation, or restitution for any reason whatsoever; even if The Software contains material flaws.
  11. Indemnification: Customer hereby warrants to hold Owner harmless and indemnify Owner for any lawsuit brought against Owner in regards to Customer’s use of The Software in means that violate, breach, or otherwise circumvent this license, Owner's intellectual property rights, or Owner's title in The Software. Owner shall promptly notify Customer in case of such legal action and request Customer’s consent prior to any settlement in relation to such lawsuit or claim.
  12. Governing Law, Jurisdiction: Customer hereby agrees not to initiate class-action lawsuits against Owner in relation to this license and to compensate Owner for any legal fees, cost or attorney fees should any claim brought by Customer against Owner be denied, in part or in full.
  13. CFTC Risk Disclosure: The risk of loss in trading commodity futures contracts can be substantial. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. You should be aware of the following points:
    1. You may sustain a total loss of the funds that you deposit with your broker to establish or maintain a position in the commodity futures market, and you may incur losses beyond these amounts. If the market moves against your position, you may be called upon by your broker to deposit a substantial amount of additional margin funds, on short notice, in order to maintain your position. If you do not provide the required funds within the time required by your broker, your position may be liquidated at a loss, and you will be liable for any resulting deficit in your account.
    2. The funds you deposit with a futures commission merchant for trading futures positions are not protected by insurance in the event of the bankruptcy or insolvency of the futures commission merchant, or in the event your funds are misappropriated.
    3. The funds you deposit with a futures commission merchant for trading futures positions are not protected by the Securities Investor Protection Corporation even if the futures commission merchant is registered with the Securities and Exchange Commission as a broker or dealer.
    4. The funds you deposit with a futures commission merchant are generally not guaranteed or insured by a derivatives clearing organization in the event of the bankruptcy or insolvency of the futures commission merchant, or if the futures commission merchant is otherwise unable to refund your funds. Certain derivatives clearing organizations, however, may have programs that provide limited insurance to customers. You should inquire of your futures commission merchant whether your funds will be insured by a derivatives clearing organization and you should understand the benefits and limitations of such insurance programs.
    5. The funds you deposit with a futures commission merchant are not held by the futures commission merchant in a separate account for your individual benefit. Futures commission merchants commingle the funds received from customers in one or more accounts and you may be exposed to losses incurred by other customers if the futures commission merchant does not have sufficient capital to cover such other customers' trading losses.
    6. The funds you deposit with a futures commission merchant may be invested by the futures commission merchant in certain types of financial instruments that have been approved by the Commission for the purpose of such investments. Permitted investments are listed in Commission Regulation 1.25 and include: U.S. government securities; municipal securities; money market mutual funds; and certain corporate notes and bonds. The futures commission merchant may retain the interest and other earnings realized from its investment of customer funds. You should be familiar with the types of financial instruments that a futures commission merchant may invest customer funds in.
    7. Futures commission merchants are permitted to deposit customer funds with affiliated entities, such as affiliated banks, securities brokers or dealers, or foreign brokers. You should inquire as to whether your futures commission merchant deposits funds with affiliates and assess whether such deposits by the futures commission merchant with its affiliates increases the risks to your funds.
    8. You should consult your futures commission merchant concerning the nature of the protections available to safeguard funds or property deposited for your account.
    9. Under certain market conditions, you may find it difficult or impossible to liquidate a position. This can occur, for example, when the market reaches a daily price fluctuation limit (“limit move”).
    10. All futures positions involve risk, and a “spread” position may not be less risky than an outright “long” or “short” position.
    11. The high degree of leverage (gearing) that is often obtainable in futures trading because of the small margin requirements can work against you as well as for you. Leverage (gearing) can lead to large losses as well as gains.
    13. Foreign futures transactions involve executing and clearing trades on a foreign exchange. This is the case even if the foreign exchange is formally “linked” to a domestic exchange, whereby a trade executed on one exchange liquidates or establishes a position on the other exchange. No domestic organization regulates the activities of a foreign exchange, including the execution, delivery, and clearing of transactions on such an exchange, and no domestic regulator has the power to compel enforcement of the rules of the foreign exchange or the laws of the foreign country. Moreover, such laws or regulations will vary depending on the foreign country in which the transaction occurs. For these reasons, customers who trade on foreign exchanges may not be afforded certain of the protections which apply to domestic transactions, including the right to use domestic alternative dispute resolution procedures. In particular, funds received from customers to margin foreign futures transactions may not be provided the same protections as funds received to margin futures transactions on domestic exchanges. Before you trade, you should familiarize yourself with the foreign rules which will apply to your particular transaction.
    14. Finally, you should be aware that the price of any foreign futures or option contract and, therefore, the potential profit and loss resulting therefrom, may be affected by any fluctuation in the foreign exchange rate between the time the order is placed and the foreign futures contract is liquidated or the foreign option contract is liquidated or exercised. THIS BRIEF STATEMENT CANNOT, OF COURSE, DISCLOSE ALL THE RISKS AND OTHER ASPECTS OF THE COMMODITY MARKETS.