WEB-BASED RISK-MANAGEMENT AND FINANCIAL STRATEGIES SOFTWARE PRODUCT
SOFTWARE LICENSE AGREEMENT
IMPORTANT: READ CAREFULLY BEFORE
USING THE SOFTWARE OR CONTENT.
SERVICE LEVEL AGREEMENT
The product may be made available to Customer either for trial
purposes, for a limited period and at no cost ("Trial
Version") or in full commercial release version ("Final
Release Version"), as the case may be and under the
terms and conditions set forth herein and in the Registration Form.
This License Agreement (the "Agreement")
is a binding contract between you (the "Customer")
and CompuHedge, Ltd. ("CompuHedge")
with regard to the CompuHedge suite of software
products and/or certain content products which are provided with or
separately from such software products (defined more completely below
as the "Product").
The obligations of CompuHedge under this
Agreement shall only become effective if Customer has started
using the Product and Customer has properly and truthfully completed a
Registration Form and accepted or executed and delivered this Agreement.
Representative" means, with respect to a particular Customer
and a particular Product (or services) and the specific license
configuration in the Registration Form, a person or entity that is
authorized by CompuHedge pursuant to a written agreement with
CompuHedge to market and distribute such Products to such Customer.
means those parts of the Product not constituting CompuHedge Software
which may include, but are not limited to, such items as currency
information, models, schemas, and diagrams and which may be protected
by copyright law.
means CompuHedge's user manuals, operating instructions,
installation guides and updates thereto if provided as part of
the Software to its licensees.
means the Content and/or the Software, as provided to
Customer following such Customer's completion of a Registration Form
for the applicable version of the Product.
means the process through which (i) Customer registers to acquire a
license to use the Product, and (ii) the parties define the specific
configuration of the Product and scope of the use for which it is being
licensed by completing or executing a Registration Form.
Form" means an agreement or other written instrument that
specifies the name of the Customer, contact details and specific
configuration, features and functionalities for the licensing of the
Product in accordance with the way in which CompuHedge shall choose to
configure its product and license at that time and which incorporates
this document by reference.
means the object code, bytecode, libraries, source code (where
provided), batch files, scripts, documentation including the
Documentation, extracts and/or derivative works of a current version of
the software (which is protected by copyright law and for which
patents may be pending and/or granted).
Party Content" means all Content owned by a third party and,
where required, licensed to CompuHedge, which Content is incorporated,
displayed or otherwise used in the Product.
means all software products owned by a third party and, where required,
licensed to CompuHedge, which software products are incorporated,
displayed or otherwise used in the Product.
- "Customer" including any registered user authorized by CompuHedge.
Subject to the terms and conditions of this Agreement and to the
completion of Registration, CompuHedge grants Customer a revocable,
non-exclusive, non-transferable license to use the Product all as set
forth herein. Such license shall begin upon CompuHedge's issuance of
login identification codes and passwords for Customer's registered
user(s) to access the Product website. The terms and conditions of this agreement shall apply to the Customer and to any registered user thereof authorized by CompuHedge. The Customer shall be responsible and liable for any of its registered user(s). The license shall be subject at
all times to the terms and conditions contained in the applicable
Registration Form and CompuHedge retains the right to configure the
Product in such a manner that it shall not work other than in
accordance with the terms and conditions set forth in the applicable
Registration Form. . Third Party Software products or modules and Third
Party Content supplied by CompuHedge, if any, may be used solely with
the Product and in accordance with terms and conditions of this
Agreement and the applicable Registration Form accepted by CompuHedge.
CompuHedge may, at its sole discretion and without incurring any
obligation whatsoever, agree to extend the term of a license for a
limited period of time at no additional cost to the Customer. When the
term of the license (including any extension) ends, Customer must stop
using the Product, and CompuHedge reserves the right to prevent
Customer from using the Product and/or logging in to the Product
website upon and following such expiration. The provisions of this
Section 2(a) apply to all licenses hereunder.
Release Version. Subject to the terms and conditions of this
Agreement, if Customer has registered for a Final Release Version,
Customer's license is fee-bearing, in accordance with the terms and
conditions specified in the Registration Form. If not otherwise
specified in the Registration Form, the license is for use by a single registered
user and the license shall end twelve (12) months after the issuance of
Customer's login identification code and password. Thereafter, the term
shall be renewed automatically every three (3) months, unless Customer
terminates the Agreement pursuant to Section 7.
Version. Subject to the terms of this Agreement, if Customer
has registered for a Trial Version of the Product, CompuHedge grants to
Customer a non-fee bearing license to use the evaluation version of the
Product solely for evaluation purposes. If not otherwise specified in
the Registration Form, this license is for a single user and shall end
thirty (30) days after the issuance of Customer's login identification
code and password. Upon expiration of such period, the license granted
hereunder shall terminate, unless Customer purchases a license to use
the Product subject to the terms of this Agreement or as otherwise
agreed by the Parties.
Customer shall notify CompuHedge immediately of any error or
malfunction it encounters. Once notified, CompuHedge shall make its
best efforts to correct such error or malfunction. In the event of a
critical error or malfunction that CompuHedge acknowledges renders the
Product substantially or entirely unusable and that lasts for a period
of more than one (1)business day, Customer will be entitled to an
extension of the term of the license for a period equivalent to the
period during which the error or malfunction persisted. Notwithstanding
the foregoing and for the removal of doubt, CompuHedge shall not be
responsible to correct errors or malfunctions that are due to
circumstances beyond its control, including but not limited to Internet
connectivity problems, Third Party Content or Third Party Software
errors or malfunctions, Customer's non-compliance with Product's
minimal system requirements.
Customer acknowledges that CompuHedge will periodically be required for
purposes of Product upgrade or maintenance, temporarily to interrupt
availability of Product, which interruption shall not be deemed to
constitute an error or malfunction. CompuHedge shall make all
reasonable efforts to limit the time of such interruptions and to
minimize the impact of such interruption to Customer.
on Use. Customer may not: (i) use the Product except as
specified in the Registration Form and this Agreement; (ii) prepare
derivative works based on the Product; (iii) copy or reproduce the
Product; (iv) modify, translate, reverse engineer, decompile, or
disassemble the Product; (v) sell, assign, transfer, license,
sublicense the Product or publish or disclose Product reviews or
performance benchmarks other than with the prior written permission of
CompuHedge; or (vi) display, distribute or otherwise make available the
Product or copies thereof in any form whatsoever to any other person or user without written permission of Compuhedge.
Customer is not permitted to use the Product for uses other than as
specifically set forth in this Agreement as limited by the Registration
Form. Customer undertakes to maintain confidentiality of any login identification codes and passwords.
to Product. Customer acknowledges that CompuHedge is and
shall remain sole owner of the Product. During the term of this license
and thereafter, no title to or ownership of the Product is transferred
to Customer, and the Product shall remain exclusively the proprietary
property of CompuHedge. Title to all intellectual property rights,
including without limitation, trade secret, patent, trademark, and
copyright in the Product or portions thereof shall remain with
Checklists, etc. Customer acknowledges that any reports,
checklists and other documents which may be generated by the Product
are created using CompuHedge's proprietary macros, methods, techniques,
design and layout. As such, they are governed by Section 11 of this
Agreement. Customer may not share or otherwise disclose such documents
with third parties, and shall ensure that such documents are used
solely for Customer's internal purposes.
CompuHedge retains the right to monitor and verify, at any time and at
CompuHedge's sole discretion, Customer's use of the Product, for any
purpose whatsoever, including but not limited to quality control,
maintenance, upgrade and compliance control, by way of cookies and
other monitoring technologies and methods.
of Fees. CompuHedge may invoice the Customer for the agreed
license fees upon completion of Registration for a Product or, in the
case of a renewal of any lease or other time-limited license,
immediately after such renewal. Customer shall pay all invoices within
thirty (30) days of invoice unless another time period was specified in
the Registration Form. Unless otherwise agreed in writing, the license
fees paid for the Product shall be paid in full. Any subsequent charges
will be invoiced at the beginning of the period to which they apply.
CompuHedge may assess a late payment charge equivalent to two percent
(2%) per month for Customer's late payments.
- License Expansion.
In the event Customer desires to change the number of users, features
and/or functionalities with respect to the licenses granted hereunder
or any other restriction specified in the Registration, such changes
shall require a further Registration and shall result in additional
Fees charged for the Product do not include federal, state, local,
Value Added Tax, sales tax, or any foreign taxes, duties, levies or any
similar fees now in force or enacted in the future imposed on the
transaction and/or the use of the Product, all of which CompuHedge may
add to its invoice and for which Customer will be responsible and
liable to pay in full (net of withholding in applicable jurisdictions)
when due, except for taxes based on CompuHedge's local income or where
otherwise specified by CompuHedge in writing.
of Term. Customer shall be bound by the terms of this
Agreement upon the earlier of (i) Customer's electronic indication of
his/her selection of the "I ACCEPT" button following Registration at
the end of this Agreement, if accessed via CompuHedge's website, (ii)
Customer's use of the Product, or (iii) receipt by CompuHedge or an
Authorized Representative of a valid, binding Registration Form. It
shall remain in force until expiration of its term under this Agreement
or the Registration Form, unless earlier terminated as provided in
Section 7(b) or otherwise in this Agreement.
Either CompuHedge or Customer may terminate this Agreement without
cause, by notifying the other party ninety (90) days in advance. In
addition, each party may terminate this Agreement immediately if the
other party breaches any material obligation under this Agreement and
fails to cure such breach within thirty (30) days' notice, or if such
breach cannot be cured. Without derogating from the generality of the
foregoing, CompuHedge may terminate the Agreement immediately if
Customer (i) fails to pay any amount due to CompuHedge within thirty
(30) days after written notice is given of such nonpayment; or (ii)
declares bankruptcy or makes an assignment to or for the benefit of
creditors. In the event that this Agreement is terminated by CompuHedge
due to a material breach of the Agreement by Customer or under the
immediately preceding sentence, Customer shall not be entitled to a
refund, in whole or in part, of payments already made by Customer. Upon
the expiration of any license granted hereunder or termination of this
Agreement, Customer's right to use the Product shall immediately cease.
of Rights and Obligations. The rights and obligations of the
parties which by their nature would be expected to survive termination
of this Agreement shall so survive and shall remain in effect until
fulfilled and apply to respective successors and assignees.
Upgrades and Changes to Product.
reserves the right at any time to make changes to the Product,
including by way of updates and upgrades.
Customer requests an upgrade in order to acquire Product features or
functionalities that were not covered in Customer's original
Registration Form, a new Registration Form and/or License Agreement may
Warranties; Customer Acknowledgement.
Product functionality depends on such factors as the computer used by
Customer, the software such computer runs and Customer's Internet
speed. CompuHedge shall not be held liable for failure, delay, errors or malfunction in the performance of the Product due to the Customer not using the Product in a manner consistent with any adequate computer system requirements and/or other instructions or guidelines, as may be specified by CompuHedge in the Documentation it provides or otherwise. , including due to any computer virus or viruses which may infect any computer equipment or as a result of inaccessibility to our website.
modification of the Product by any party other than CompuHedge except
in accordance with CompuHedge's instructions, or use of said Product
other than as specified in relevant Documentation and the Registration,
shall void any warranty given by or attributable to CompuHedge.
- Compuhedge's sole and exclusive liability, and Customer's only remedy, for corruption or deletion of any data or material provided or produced by Customer in its use of the Product is to use commercially reasonable efforts to provide Customer with the most recent back-up copy of such data hosted by, and available to, Compuhedge.
acknowledges and understands that the Product is not intended to
provide and does not in any way constitute commercial, financial,
investment, accounting, tax, or legal advice, or any other form of
recommendation to make any type of decision. The Product is not
intended as a replacement for independent decision-making by Customer and for obtaining any financial, legal or other professional advice.
Customer remains responsible and liable for all business decisions,
including but not limited to decisions on appropriate levels of risk
exposure, trading currencies and derivatives and the content of
reports. The Product is only meant to automate the input and output of
data and provide a platform to facilitate Customer's decision-making
process. Accordingly, CompuHedge shall not be held liable for any
decision made by Customer in connection with the Product and/or in the
context of or deriving from its use. In addition, any reports, tables
and other documents that are automatically generated by the Product
with or without the input of Customer data shall not be regarded as
meeting the regulatory or accounting requirements of any jurisdiction or entity for
any purpose and should not be treated by Customer as meeting such
requirements. Such reports shall be used by Customer solely for
internal purposes as a means for the Customer to organize its
information in a convenient way. Customer bears the sole responsibility
of ensuring that any reports that it submits to regulatory authorities
comply with such authority's applicable requirements and Customer shall
hold CompuHedge harmless accordingly.
is not responsible for the accuracy, timeliness and completeness of the
Content obtained from independent third parties, including but not
limited to data on currency rates, interest rates and other such
- This SLA may be amended by Compuhedge from time to time and the customer acceptance will be required and executed by selection of the "I ACCEPT" button when starting the use of the product.
respect to all licenses, the following terms shall apply:
DISCLAIMER OF WARRANTY & LIMITATION OF LIABILITY. THE PRODUCT
IS PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, COMPUHEDGE FURTHER DISCLAIMS ALL
WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE
OF THE PRODUCT REMAINS WITH CUSTOMER. TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, IN NO EVENT SHALL COMPUHEDGE BE LIABLE FOR ANY
CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER
DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION,
OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR
INABILITY TO USE THE PRODUCT, EVEN IF COMPUHEDGE HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE CUMULATIVE
LIABILITY OF COMPUHEDGE TO CUSTOMER OR ANY OTHER PARTY FOR ANY LOSS OR
DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS RELATED TO,
ARISING FROM, OR BASED UPON THIS AGREEMENT AND/OR USE OF THE PRODUCT
EXCEED THE LICENSE FEE PAID BY CUSTOMER FOR USE OF THE PRODUCT IN THE
TWELVE (12) MONTHS PRIOR TO THE CLAIM. This limitation or exclusion of
warranties may be subject to exceptions in certain jurisdictions.
Subject to the terms and conditions of this Agreement, including
without limitation Sections 9 and 10(c), CompuHedge shall defend
Customer against any claim by a third party of an intellectual property
infringement arising directly and exclusively out of the Customer's use
of the Product, and shall indemnify Customer from and against any
damages that may be awarded for such infringement, provided that
Customer immediately notifies CompuHedge of such claim in writing,
fully cooperates with CompuHedge, and allows CompuHedge to control the
defense and all related settlement negotiations. Customer may, at its
expense, assist in such defense if it so chooses, provided that
CompuHedge shall in any event control such defense and all negotiations
regarding a settlement of any such claim.
Relief. At any time, including in the event of a proven
infringement, CompuHedge may, at its option, modify the Product to be
non-infringing, procure a license from the third-party claimant and
provide such license to Customer, or refund, on a pro rata basis, any
license fees paid to CompuHedge for infringing products which the
Customer must cease using.
Exceptions. CompuHedge will have no liability under Section
10(a) for (i) any infringement arising from the combination of the
Product with other products not supplied by CompuHedge; (ii) use of the
Product in an unauthorized manner (e.g., not according to the product
hereby acknowledges that the Product contains professional and
confidential know-how and that Customer may also receive from
CompuHedge and/or the Product may produce other proprietary information
(such as checklists, reports, models, and tactical plans). Such
know-how and proprietary information shall be referred to collectively
herein as "Confidential Information." Customer agrees not to disclose,
transfer, or otherwise provide to any third party the Confidential
Information except with the express prior written permission of
CompuHedge, or where the disclosure is made to Customer's external
auditors, provided that they are bound in writing by a duty of
confidentiality with respect to CompuHedge's Confidential Information
at least as stringent as that provided herein. For purposes of this
Agreement, Confidential Information shall not include information or
know-how which (i) Customer can demonstrate was lawfully in its
possession before receipt, (ii) is or subsequently becomes publicly
available without a breach by Customer of any obligation owed to
CompuHedge or otherwise, (iii) is disclosed to Customer without
restriction on disclosure by a third party who had the lawful right to
disclose such information, (iv) Customer can demonstrate was
independently developed without reliance on or reference to any
Confidential Information, or (v) is required to be disclosed by law or
court order, provided that Customer notifies CompuHedge a reasonable
time in advance of such requirement and assists CompuHedge in seeking
to cancel or minimize the potential disclosure.
use of Customer's confidential information shall be governed by the applicable CompuHedge
Customer may not assign this Agreement or transfer any portion of the
Product to any third party without the prior written consent of
Relief. The parties agree that, due to the unique and
proprietary nature of the Product, CompuHedge's remedies at law for a
breach of the restrictions on use of the Product will be inadequate and
that, in the event of such breach or threatened breach, CompuHedge will
be entitled to equitable relief (including, without limitation,
injunctive relief and specific performance) in addition to all other
remedies under this Agreement or available at law.
Customer List. CompuHedge shall be entitled to refer to
Customer as a customer of CompuHedge and, to the extent desired with
respect to Normal Use licenses, to use Customer's
corporate logo alongside other customer logos in customer lists
appearing in CompuHedge's sales and marketing information (such as its
website and customer presentations), as well as in disclosures in
annual reports and prospectuses to current and prospective investors
and their advisors, provided that CompuHedge shall not imply
endorsement of any CompuHedge Product by Customer and shall reproduce
any logos accurately. In addition, CompuHedge may from time to time
issue press releases concerning this Agreement, subject to Customer
providing its consent thereto, which consent shall not be unreasonably
withheld or delayed. Any other public disclosure or announcement by
either party is not permitted.
Majeure. Except as otherwise provided, if performance
hereunder (other than payment) is interfered with by any condition
beyond a party's reasonable control, including failure of Internet
access due to any cause outside of either party's reasonable control,
the affected party, upon giving prompt notice to the other party, shall
be excused from such performance to the extent of such condition, but
only for so long as such condition persists and prevents such party
from reasonable and timely performance.
If any provision herein is held to be invalid or unenforceable for any
reason, the remaining provisions will continue in full force without
being impaired or invalidated in any way. The parties agree to replace
any invalid provision with a valid provision that most closely
approximates the intent and economic effect of the invalid provision.
Agreement; Amendments. Unless CompuHedge and Customer have
entered into a license agreement covering the Product prior to or
contemporaneously with the activation of this Agreement, this Agreement
and the Registration Form shall constitute the entire understanding
between the parties relating to the subject matter hereof and shall
supersede all prior writings, negotiations or understandings with
respect thereto. No amendment, modification or addition to this
Agreement will have any effect unless it is set forth in writing and
signed by both parties. In the event that a Customer-specific executed
license agreement is in force between the parties hereto covering the
Product and if such agreement specifies that it overrides this
Agreement, then this Agreement shall not govern the legal relationship
between the parties and shall have no force or effect upon either of
CompuHedge or Customer in connection with any software or content
licensed or services provided, unless specifically agreed to otherwise
in writing and signed by the parties hereto.
Law; Venue. This Agreement will be governed by the internal
laws of the State of Israel, except for its conflict of law provisions.
In any dispute arising out of this Agreement, Customer and CompuHedge
each consent to the exclusive personal jurisdiction and venue in the
State of Israel.
All notices required to be given under the terms of this Agreement or
which any of the parties hereto may desire to give hereunder, shall be
in writing, shall be delivered via one of the following methods, and
shall be deemed to have been received: (i) on the day given when
delivered by hand (securing a receipt evidencing such delivery); or
(ii) on the second day after such notice is sent by a nationally
recognized overnight carrier or two (2) day air courier service, full
delivery cost paid; or (iii) on the fifth day after such notice was
mailed, certified mail, prepaid, return receipt requested and addressed
to the party to be notified at the following addresses; or (iv) on the
day given when delivered electronically, provided that confirmation of
delivery is obtained promptly thereafter via one of the other methods
listed in this Section 12(i):
to CompuHedge, to the corporate headquarters address and/or fax number
published at the time of such notification at www.CompuHedge.com
in the Company or Contact Us section, with the notation "Attn: Legal
If to Customer:
The address provided on the Registration Form.