Spark User License AgreementLast updated 8th March 2008
To use the Spark software ("Software"), you must read and agree to the usage terms and conditions below.IMPORTANT: READ THIS AGREEMENT BEFORE USING THE SOFTWARE. YOUR USE OF THE SOFTWARE WILL INDICATE YOUR ACCEPTANCE OF ALL THE FOLLOWING TERMS AND CONDITIONS.
This User and License Agreement ("Agreement") is entered into by and between Iguana2 Pty Ltd A.C.N. 61 095 300 584 ("Licensor"), and you, the end user ("Licensee").
PURPOSE AND SCOPE. This Agreement sets forth the terms and conditions under which Licensor grants a license to use the Software. Licensee, therefore, agrees to the terms and conditions of this Agreement and agrees to use the Software only in accordance with the terms and conditions of this Agreement. This License Agreement supplements or amends any prior license and support terms and conditions with regard to the Software. All other agreements that are not the subject matter of this Agreement remain in full force.
GRANT. Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable, personal license to use this Software. Licensee may not modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software. Title, ownership rights and intellectual property rights in and to the Software shall remain with Licensor.
INFORMATION. Information provided through the Software ("Information") has been obtained from third parties including various securities markets, such as stock exchanges and their affiliates, and through other outside sources. Licensee agrees that Licensor and any third party supplying Information and market data does not guarantees the timeliness, sequence, accuracy or completeness of market data or any other market information or messages made available through the Software. Licensor or any third party data supplier shall not be liable in any way, and Licensee agrees to indemnify and hold harmless such party, including, but not limited, to Licensor, for any inaccuracy, error message or any loss or damage arising from or occasioned by (i) any such inaccuracy, error, delay or omission; (ii) non-performance; or (iii) interruption of any such data, information or message, due either to any negligence act or omission by any disseminating party or to any force majeure (i.e., flood, extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, equipment or software malfunction), technical, hardware or software. Some of the Information provided through the Software is governed by additional Third Party Data Supplier Terms. These terms can be viewed at http://iguana2.com/legal and are hereby incorporated by reference into this Agreement.
REPRESENTATIONS AND WARRANTIES. LICENSOR HEREBY DISCLAIMS, AND THE LICENSEE HEREBY WAIVES ALL REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, THE WARRANTY OF FITNESS FOR A PARTICULAR USE, WARRANTY AGAINST INTERFERENCE WITH ENJOYMENT OF THE INFORMATION OR AGAINST INFRINGEMENT, AND ANY AND ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE INFORMATION OR ANY ASPECT OF THE SOFTWARE. THE SOFTWARE IS PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE AND EFFORT IS WITH LICENSEE.
CONFIDENTIAL INFORMATION. Licensee agrees not to use the Information for any unlawful purpose or for any purpose in violation of this Agreement. Licensee agrees to protect Licensor's and/or any third party's respective contractual, statutory and common law rights in the Information and Software.
TERMINATION AND MODIFICATION. Licensor reserves the right to modify or change the terms and conditions of this Agreement at any time or terminate Licensee's access to the Software or any portion thereof in the Licensor's sole discretion, without notice and without limitation, for any reason whatsoever. The most recent Agreement is available at http://iguana2.com/legal. If Licensee uses the Software after this agreement has been updated, Licensee agrees to be bound by the terms and conditions of the updated Agreement. The terms of this Agreement were last updated on 8th March 2008. If Licensor terminates this Agreement, the Licensor may refund the pro rata portion of any fee which may have been paid by Licensee in advance as of the date of termination.
INDEMNIFICATION. Licensee agrees to indemnify and hold Licensor, its affiliates, and any third party harmless from and against any and all claims, losses, liability, costs and/or expenses arising from Licensee's violation of this Agreement or any third party's rights, including but not limited to copyright, proprietary and privacy rights. This indemnification and hold harmless obligation will survive the termination of this Agreement.
LIMITATION OF LIABILITY. In no event will Licensor, its affiliates, or any third party, be liable to Licensee or anyone else for any consequential, incidental, special or indirect damages, including but not limited to lost profits, trading losses and/or damages that result from inconvenience, delay or loss of the use of the Software, even if Licensor, or any third party, have been advised of the possibility of such damages or losses. Neither Licensor, its affiliates, nor any third party shall be liable for any loss resulting from a cause over which such entity does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorized access, theft, operator errors, severe weather, earthquakes and strikes or other labor problems. Some states do not allow limitations on how long implied warranties last, the exclusion or limitation of incidental or consequential damages, or the exclusion of certain implied warranties, so these disclaimers and limitations may not apply to Licensee. Licensee's rights may vary from state to state.
GENERAL SECURITIES ADVICE ONLY. The Information provided through the Software has not been prepared by taking into account the particular investment objectives, financial situation and particular needs of any individual investors. It is a general information service only. Licensee should assess whether it is appropriate in light of your their own individual investment objectives, financial situation and particular needs. If necessary, Licensee should consult with a licensed investment adviser or dealer in securities such as a stockbroker before making an investment decision. None of the Information provided through the Software constitutes, and must not be construed as, an offer of securities or other financial instruments. Nor is it an invitation to you to take up securities or other financial products. Nor is it a recommendation to deal in any securities or other financial products.
MISCELLANEOUS. This Agreement is governed by the laws of the state of New South Wales, Australia without giving effect to principles of conflict of law. If any provision of this Agreement shall be found unlawful, void or for any reason unenforceable, then that provision shall be deemed severed from this Agreement and shall not affect the validity or enforceability of the remaining provisions of this Agreement. The failure of either party to insist upon a strict performance of or to seek remedy of any one of the terms or conditions of this Agreement or to exercise any right, remedy or election set forth herein or permitted by law shall not constitute nor be construed as a waiver or relinquishment for the future of such term, condition, right, remedy or election, but such items shall continue and remain in force and effect. This Agreement, together with the Third Party Data Supplier Terms is the complete statement of the Agreement and supersedes any proposal or prior communications between Licensor and Licensee relating to the subject matter of this Agreement.