End User Licence Agreement
End User Licence Agreement 20180714
1 Conditions of Supply
By opening or installing this Software ("Software") package, or any related package supplied by Norgate, you become a Licensee. As a Licensee you agree to be bound by the terms of this Licence Agreement ("Agreement").
Any reference to "he" in the Agreement shall be taken as a reference to "he or she". Any reference to "his" in the Agreement shall be taken as a reference to "his or her ".
"Licensee" means one individual natural person.
"Norgate" means NorgateData Pty. Ltd. (ABN 70058485395).
"Norgate and its associates" means NorgateData Pty. Ltd. along with its subsidiary companies, business partners & agents, securities exchanges & other upstream Data suppliers, and includes directors, officers, employees or contractors of all of the above.
"Data" means price information for securities, and related market information, that is supplied in association with the Software or thereafter obtained through it.
"Documentation" means any instructional information regarding the operation of the Software, or explanatory information regarding the Data, including information provided within the product as well as webpages, external files and printed material.
Where a Norgate associate supplies a "plug-in" or "add-on", or any related package to the Software, a separate Licence Agreement may apply. Norgate is not responsible for the content of any such plug-ins or additions.
2 Grant of Licence
Norgate hereby grants to the Licensee a non-exclusive licence to use the Software, Data and Documentation on the following terms:
The Licensee may:
(i) install and use the Software on two computers that are normally accessed by the Licensee for his personal use, unless otherwise agreed with Norgate.
(ii) copy the Software and Data for archival purposes provided that any copy contains all of the original Software's proprietary notices.
3 No Separation or Transfer of Licence
The Software is licensed as a single product and the Licensee agrees that:
(i) the rights granted under the License may not be transferred to another party.
(ii) the material comprising the Software may not be separated for use by another party.
4 Rent or Lease
The Licensee agrees that he will not rent or lease the Software.
The Licensee agrees that he will not remove any proprietary notices or labels from the Software or Documentation.
6 Modifications, Derivative Works and Reverse Engineering
The Licensee agrees that he will not copy, modify, translate, reverse engineer, decompile or disassemble the Software, or create derivative works from it, or allow any other party to do so.
7 Data Subscriptions
The Licensee agrees that:
(i) Subscriptions to Data packages are for a set period of time and are not subject to cancellation; refunds will not be provided in the event that a Data service is no longer required.
(ii) The Data is made available only by subscription and will no longer be accessible if a subscription lapses.
(iii) The Licensee is responsible for protecting the confidentiality of his account and will not disclose his log-in details (username & password) to any other party. The Licensee agrees to accept the cost of all additional use of his subscription if that use has been made possible by the deliberate communication of his username and password.
8 Data Usage Restrictions
The Licensee may use the Data for a personal purpose such as investment or trading.
The Licensee agrees that he will not:
(i) redistribute the Data in any way or form except where express permission has been sought and obtained to publish limited extracts from it.
(ii) use the Data to establish, maintain or provide a market for trading in securities, or as the basis for a financial instrument, or as the basis for settlement of a contract.
(iii) use the Data for any other commercial purpose.
(iv) use the Data in any manner that may be directly or indirectly competitive with the operations of Norgate or its associates.
9 Accuracy of the Data
The Data is provided in good faith and derived from sources believed to be accurate. Norgate and its associates do not make any representation or warranty as to the timeliness, reliability, accuracy or completeness of the Data, nor do they accept any responsibility arising in any way from errors or omissions. Norgate and its Data supplier associates may provide corrections to the Data without notice.
10 Delayed Data
Some Data (for instance ASX "snapshot" data) is provided on a 20 minute delayed basis. The Licensee agrees that this information is not real-time information. All other information is provided as "end of day" and is at least 20 minutes delayed.
11 Foreign Exchange Data
Data for Foreign Exchange represents an aggregation of information derived from the interbank market. Because foreign exchange transactions are not performed through a central exchange, the rates provided may vary substantially from those offered by any particular forex broker. Some cross-rates may be calculated by reference to others.
12 General information only - Non Advisory
The Licensee agrees that the Data and other information provided in and through the Software is general information only and is not intended as investment advice and will not be relied upon as such. If applicable, the Licensee agrees to obtain professional investment advice tailored to his specific circumstances prior to making any investment decisions. The Licensee agrees to consult with a broker, or use other means, to verify pricing before conducting any securities trading. The Licensee agrees that the information provided does not constitute and will not be construed as recommendation with respect to any securities or other financial products. The Licensee agrees that the information provided does not constitute and will not be construed as an offer of securities or other financial products nor as an invitation to take up securities or other financial products.
13 Data Suppliers
Parts of the Data are subject to the copyright of, and reproduced under licence from, various original suppliers including:
Australian Securities Exchange Limited
FTSE International Limited
London Metal Exchange
NorgateData Pty. Ltd.
Singapore Exchange Limited
S&P Dow Jones Indices
The licensee warrants that the above suppliers own the Intellectual Property Rights in the information and redistribution of the information is covered by separate agreements between Norgate and the suppliers.
The use of data supplied by S&P Dow Jones Indices is governed by the following clause:
Reproduction of any information obtained from any S&P/ASX Index in any form is prohibited except with the written permission of S&P Dow Jones Indices. Because of the possibility of human or mechanical error by S&P Dow Jones Indices' sources, S&P Dow Jones Indices or others, S&P Dow Jones Indices does not guarantee the accuracy, adequacy, completeness or availability of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. In no event shall S&P be liable for any indirect, special or consequential damages in connection with subscriber's or others' use of any S&P/ASX Index. All S&P/ASX Index data is Copyright (c) 2008 S&P Dow Jones Indices.
Norgate reserves the right to change its data suppliers without notice.
The ASX logo is a registered trade mark of Australian Securities Exchange Limited. "All Ordinaries (r)" and "ASX (r)" are registered trademarks of ASX Operations Pty Limited.
Norgate's data suppliers are not associated with, and should not be construed as endorsing, promoting or expressing any opinion about, any of Norgate's products or services, or the content of any internet sites operated by Norgate. The suppliers and their related companies, offices and employees, shall not be liable in any way for any loss or damage howsoever arising (whether in negligence or otherwise) in relation to the supply of Data by Norgate, and any omissions from that Data, except where a liability is made non-excludable by legislation.
The licensee accepts that they will provide on request all information requested by Norgate or the Data Suppliers for auditing or compliance purposes.
14 Title and Copyright
The copyright for all material comprising the Software, Data and Documentation is owned by Norgate or its Data supplier associates and protected by the copyright laws of Australia and international copyright treaties. This licence gives the Licensee no intellectual property or ownership rights.
Apart from the rights granted to the Licensee under clause (2) the material may not otherwise be stored, copied, reproduced, altered or transmitted in any form or by any means without the prior written approval of Norgate.
The Data supplied in association with the Software may include a digital watermark for identification of unauthorised duplication.
15 Limited Warranty
Norgate warrants that for a period of thirty (30) days from the date of its acquisition, the Software will substantially achieve the functionality described in the Documentation, given that it is operated as directed. The date of acquisition is the date on which the Software is made available to the Licensee for download from an internet location operated by Norgate following a Data subscription. Norgate also warrants that where the Software is shipped to the Licensee, the media containing the Software is free from defects in material and workmanship.
This warranty applies only if the Licensee informs Norgate of a problem with the Software during the applicable warranty period and provides evidence that the problem exists. The warranty does not apply if any modifications are made to the Software by the Licensee during the warranty period, or if the Software is used improperly, or if the problem lies with 3rd party applications to which the Software might be linked, or if the Licensee violates any of the terms of this Agreement.
16 Warranty Remedies
Should a breach of the Limited Warranty occur, Norgate's liability will be limited to the following remedies which will be implemented solely at its discretion: (i) replace the defective media; or (ii) advise the Licensee how to achieve substantially the same functionality with the Software as described in the Documentation through a procedure different to that set forth in the Documentation; (iii) provide the Licensee with an amended version of the Software or (iv) provide the Licensee with either a full refund or a pro-rata refund based on the acquisition date for any Data subscriptions taken out on the acquisition date.
17 No other Warranties.
Norgate does not warrant that Licensee's use of the Software will be uninterrupted, error-free or secure.
The Licensee agrees that Norgate has the right to change or discontinue any functionality or feature of the Software, including Data content and time of availability. Norgate also retains the right to upgrade the specifications relating to equipment required for the use of the Software.
The Licensee agrees that, to the maximum extent permitted by applicable law, Norgate and its associates disclaim all other warranties, either express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, with regard to the Software, Data and accompanying Documentation.
18 No liabilities for consequential damages.
The Licensee agrees that Norgate and its associates shall have no obligation or liability to the Licensee in contract or in tort arising out of or relating to delays, errors or omissions in collection and dissemination of the Data, or for the inaccuracy of related information carried in or displayed by the Software. The Licensee agrees that, to the maximum extent permitted by applicable law, in no event shall Norgate and its associates be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, computer failure or malfunction, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Software or Data, even if Norgate and its associates have been advised of the possibility of such damages.
The Licensee agrees to limit any claims against Norgate and its associates to the total amount paid by the Licensee to Norgate or its associates for current Data subscriptions.
19 Representation and Warranties
The Licensee acknowledges that the Norgate and its associates do not make any representation or warranties regarding the product or the services provided or any other matter which is or might be relevant to the Licensee buying the products or services other than the representation or warranties expressed in this Agreement.
The Licensee represents and warrants that he will utilise the Software only in relation to purposes for which he has obtained all necessary clearances and permissions. The Licensee assumes the entire risk resulting from a breach of this warranty and agrees to hold harmless and indemnify and defend Norgate and its associates from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of, or relating to, any claims that the Licensee has violated another party's rights.
The Licensee indemnifies and shall keep indemnified Norgate from and against any liability, loss, expense or demand for or arising from any false, misleading or deceptive representation or statement made by the Licensee in respect of the Software to any person.
This Licence Agreement shall terminate automatically if the Licensee fails to comply with the limitations described in this licence. On termination, the Licensee must destroy all copies of the Software and its Documentation, including all Data obtained in association with and through the Software.
23 Governing Law
This Agreement shall be subject to Australian Law and the parties hereby submit to the exclusive jurisdiction of the Australian courts.
24 Entire Agreement
This Agreement constitutes the complete and exclusive agreement between Norgate and Licensee with respect to the subject matter hereof. These terms and conditions supersede and exclude all prior and other discussions, representations (contractual or otherwise) and arrangements relating to the supply of the products or any part thereof including, but without limiting the generality of the foregoing, those relating to the performance of the products or any part thereof or the results that ought to be expected from using the product. This Agreement may not be modified except in writing duly signed by a Director of Norgate and Licensee.
The Licensee acknowledges that they have read and understand this Agreement and agree to be bound by its terms. The Licensee further agrees that this agreement is the complete and exclusive statement of the Agreement between Licensee and Norgate, and supersedes any proposal or prior Agreement, oral or written, and any other communications relating to the subject matter of this Agreement.
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