AutoForks RT 2 Product License Agreement

THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU, THE PARTY PURCHASING A PRODUCT LICENSE, AND MARKET GEOMETRICS, HAVING OFFICES AT 18020 N.W. 15th Court Pembroke Pines, FL 33029 (“LICENSOR”). THIS AGREEMENT COVERS YOUR USE OF THE AUTO FORKS RT SOFTWARE PRODUCT, FOR WHICH YOU HAVE PURCHASED A LICENSE (THE “SOFTWARE”). BY CLICKING YOUR ACCEPTANCE OF THIS AGREEMENT, OR BY INSTALLING OR USING THE SOFTWARE OR ANY COMPONENT OF THE SOFTWARE, YOU ACKNOWLEDGE AND REPRESENT THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT INSTALL, ACCESS OR USE THE SOFTWARE. THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY (SEE SECTIONS 5, 8 AND 9) AND AN EXCLUSIVE REMEDY (SEE SECTION 5). THESE PROVISIONS FORM AN ESSENTIAL BASIS OF OUR BARGAIN.

1. GRANT OF SOFTWARE LICENSE. Subject to the terms and conditions of this Agreement and your payment of all amounts due to Licensor, Licensor grants to you a personal, non-exclusive license (the “License”) to use executable form of the Software, solely within the scope of any user, usage, location and/or capacity limitations applicable to the license subscription you purchased (the “License Subscription”).

2. RESTRICTIONS ON USE. The Software may only be used by you internally and, unless otherwise expressly allowed by your License Subscription, on a single non-networked computer. If any Software is provided on separate media (e.g., a CD-ROM), you may make a reasonable number of copies solely for your internal backup purposes. You shall not directly or indirectly: (i) sell, rent, lease, redistribute or otherwise transfer any of the Software or any rights in or to any of the Software, without the prior express written approval of Licensor, (ii) modify, translate, reverse engineer (except to the limited extent permitted by law), decompile, disassemble, create derivative works based on, or sublicense any of the Software, (iii) use any Software for the benefit of any third parties (including in an ASP, outsourcing or service bureau relationship), or for any unlawful purpose, or in any way other than in its intended manner, (iv) remove any proprietary notice, labels, or marks on or in the Software, or (v) disable or circumvent any access control or related device, process or procedure established with respect to the Software. You are responsible for all use of the Software provided to you and you shall ensure compliance with this Agreement. Licensor reserves all rights not expressly granted.

3. TERM AND TERMINATION. Unless terminated sooner, the term (“Term”) of this Agreement shall continue until the end of the period indicated for your License Subscription; however, if you are receiving an “Evaluation” or “Demonstration” license, the Term shall expire fifteen (15) days following the date you receive the Software. The License shall terminate automatically and without requirement of further action by Licensor upon your breach of this Agreement. Immediately upon any termination or expiration of this Agreement, (i) you agree to pay all amounts owed to Licensor; and (ii) all rights granted to you shall terminate and you shall cease using the Software immediately.

4. OWNERSHIP; CONFIDENTIALITY. You are receiving LICENSED RIGHTS only. The Software and any other Licensor materials that you may receive are, and at all times shall remain, Licensor (and its licensors’) sole and exclusive property, including all associated copyrights and other intellectual property rights. You acknowledge that Licensor (and its licensors) treat the Software (including its structure and design) as Licensor’s (and its licensors’) valuable trade secrets and proprietary property, and you agree, during and after the Term, to maintain the confidentiality of all such information in a manner consistent with maintaining Licensor’s (and its licensors’) rights thereto, using at all times at least commercially reasonable efforts.

5. WARRANTY AND DISCLAIMER. THE SOFTWARE IS PROVIDED “AS IS” WITH “All FAULTS” AND WITHOUT ANY WARRANTY WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED OR OTHER WARRANTIES: (i) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, ACCURACY, TIMELINESS, COMPLETENESS, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS, OR SYSTEM INTEGRATION, (ii) THAT THE SOFTWARE CONFORMS TO ANY DEMONSTRATION OR PROMISE BY LICENSOR, (iii) ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, OR (iv) THAT ACCESS TO OR USE OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE OR COMPLETELY SECURE, OR THAT PROBLEMS WILL BE CORRECTED.

6. THIRD PARTY SOFTWARE AND DATABASES. The Software may access or use information derived from third party sources, and the Software may require that you have and/or provide authorized access to third party products or services. You represent that you have all necessary third party rights to use the Software and to provide such access. You also understand that Licensor cannot and does not make any guarantees, warranties or representations whatsoever regarding any third party materials or results based on such materials, including regarding the timeliness, sequence, accuracy or completeness of any such materials or results. ACCORDINGLY, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ALL SUCH MATERIALS AND RESULTS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER FROM LICENSOR. ANY THIRD PARTY MATERIALS AND RESULTS BASED ON THIRD PARTY MATERIALS ARE DESIGNED TO SUPPLEMENT OTHER SOURCES OF INFORMATION, AND ARE NOT INTENDED TO REPLACE YOUR OWN OBLIGATION TO EXERCISE YOUR INDEPENDENT DISCRETION AND JUDGMENT WHEN USING THE SOFTWARE. To the extent any problem or liability arises from or relates to any third party materials or results based on such materials, you agree to seek recourse solely from the applicable third party vendor and not Licensor.

7. INDEMNIFICATION BY YOU. You agree to indemnify, hold harmless, and upon request defend Licensor, its licensors and affiliates, against any third party claims or controversies arising from or related to your use or misuse of the Software or your breach of the terms and conditions of this Agreement, and you agree to pay all resultant costs, losses, liabilities, damages (including reasonable attorneys’ fees and costs of enforcement of this Section) incurred by the indemnified parties, and all associated settlements agreed to by you. You agree not to settle or compromise any claim or controversy in a manner that does not result in the unconditional release of the indemnified party without the indemnified party’s prior written consent.

8. LIMITATION OF LIABILITY. IN NO EVENT WILL LICENSOR’S OR ITS AFFILIATES’ TOTAL, AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SOFTWARE (INCLUDING FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION, AND OTHER CONTRACT OR TORT CLAIMS), EXCEED THE AMOUNT OF YOUR DIRECT DAMAGES ACTUALLY INCURRED, UP TO THE AMOUNT OF FEES YOU HAVE PAID TO LICENSOR FOR THE SOFTWARE.

9. EXCLUSION OF OTHER DAMAGES. UNDER NO CIRCUMSTANCES SHALL LICENSOR, ITS AFFILIATES, OR ANY OF ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY OF THE FOLLOWING: (I) THIRD PARTY CLAIMS, (II) LOSS OR DAMAGE TO ANY SYSTEMS, RECORDS OR DATA, OR (III) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR COVER DAMAGES (INCLUDING FOR LOST PROFITS, LOST SAVINGS AND DAMAGE TO ANY DATA OR SYSTEMS); EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU FURTHER AGREE THAT LICENSOR IS NOT LIABLE FOR ANY LOSSES OR LIABILITIES ARISING OUT OF OR RELATING TO: (I) ANY INACCURACY, DEFECT OR OMISSION OF ANY DATA OR INFORMATIONAL CONTENT YOU MAY ACCESS OR RECEIVE VIA THE SOFTWARE; (II) ANY ERROR OR DELAY IN THE PROCESSING OR TRANSMISSION OF SUCH DATA OR INFORMATIONAL CONTENT. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR VERIFYING THE TIMELINESS, ACCURACY AND ADEQUACY OF ANY OUTPUT FROM THE SOFTWARE, AND FOR ANY RELIANCE THEREON.

10. VERIFICATION. Licensor shall have the right to periodically audit your use of the Software. In doing so, Licensor will use its reasonable efforts not to interfere unduly with your regular business activities. Licensor may, in connection with such an audit, require you to accurately complete a self-audit questionnaire in a form Licensor may provide. If material unlicensed use is found you agree to reimburse Licensor for its costs incurred in connection with the verification and any subsequent enforcement, including reasonable attorney’s fees.

11. LEGAL COMPLIANCE; RESTRICTED RIGHTS. The Software is provided solely for lawful purposes and use. You shall be solely responsible for, and agree to comply with, all applicable laws, statutes, ordinances, and other governmental authority, however designated. Without limiting the foregoing, you agree to comply with all U.S. export laws and applicable export laws of your locality (if you are not in the United States), and you shall not export any Software or other materials provided by Licensor without first obtaining all required authorizations or licenses. Products acquired for use within or for any United States federal agency are provided with “LIMITED RIGHTS” and “RESTRICTED RIGHTS” as defined in DFARS 252.227-7013 and FAR 52.227-19.

12. GOVERNING LAW; SEVERABILITY. This Agreement shall be governed in all respects by the laws of the State of Maryland, USA, without regard to choice-of-law rules or principles. Subject to Section 13, below, any dispute arising out of or related to this Agreement shall be resolved only in the state or federal courts in Maryland. If any provision of this Agreement is held to be illegal or unenforceable for any reason, then such provision shall be deemed to be restated so as to be enforceable to the maximum extent permissible under law; the remainder of this Agreement shall remain in full force and effect.

13. DISPUTE RESOLUTION. Except for the right of Licensor to seek injunctive relief and except for Licensor’s right to bring suit to protect its confidential information and intellectual property rights, all claims, disputes and controversies and other matters in question between the parties arising out of, or relating to this Agreement or the Software, shall be settled by binding arbitration pursuant to the then-current: (i) Commercial Rules of the American Arbitration Association (“AAA”) and, if you are an individual, the Supplementary Procedures for Consumer-Related Disputes, or (ii) International Arbitration Rules of the AAA if you are domiciled outside the United States. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Not withstanding any provisions in such rules to the contrary, the arbitrator(s) shall have no authority to add or detract from the agreements of the parties. You expressly agree that any claim, dispute and controversy shall be arbitrated on an individual basis and not aggregated with the claims of any third party; class action arbitration is prohibited.

14. GENERAL. This Agreement, including any associated Licensor invoices (all of which are incorporated herein), are collectively the parties’ complete agreement regarding its subject matter, superseding any prior oral or written communications. Amendments or changes to this Agreement must be in mutually executed writings to be effective. All provisions of this Agreement that naturally should survive termination or expiration shall survive, including Sections 2--4, 6--14, and all warranty disclaimers. The parties are independent contractors for all purposes under this Agreement. Neither party shall be liable for any delay or failure due to force majeure and other causes beyond its reasonable control; this provision shall not apply to any of your payment obligations. Any notices under this Agreement to Licensor must be personally delivered or sent by certified or registered mail, return receipt requested, or by nationally recognized overnight express courier, to the address specified herein or such other address as Licensor may specify in writing. Such notices will be effective upon receipt, which may be shown by confirmation of delivery. All such notices shall be sent to the attention of President (unless otherwise specified by Licensor). You may not assign or otherwise transfer this Agreement without Licensor’s prior written consent; Licensor agrees to use its reasonable efforts to notify you promptly in writing of any assignment by it of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns.

15. Additional Acknowledgments. You understand that each national securities exchange or association asserts a proprietary interest in all of the market data and information it furnishes to the parties that disseminate the data. You also understand that investment in securities involves substantial risks and you represent that you have taken full cognizance of and understand all of the risks related to the sale and purchase of securities. You agree that the Software is designed to be a tool to assist you in your investment activities; Licensor is not a participant in any transaction you may choose to initiate. You shall have sole responsibility for evaluating and determining when and on what terms you will engage in any transactions, and for determining the appropriateness of your choices. You understand that by investing in securities, you can lose money, including your principal investment. You agree that, to the maximum extent allowable at law, all such risks shall be your responsibility, and not Licensor’s.