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LICENSING TERMS AND CONDITIONS

COMPUHEDGE LTD
WEB-BASED RISK-MANAGEMENT AND FINANCIAL STRATEGIES SOFTWARE PRODUCT
SOFTWARE LICENSE AGREEMENT

IMPORTANT: READ CAREFULLY BEFORE USING THE SOFTWARE OR CONTENT.

SERVICE LEVEL AGREEMENT

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 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.  

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.

  1. Definitions

    1. "Authorized 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.

    2. "Content" 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.

    3. "Documentation" means CompuHedge's user manuals, operating instructions, installation guides and updates thereto if provided as part of the Software to its licensees.

    4. "Product" 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.

    5. "Registration" 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.

    6. "Registration 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.

    7. "Software" 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).

    8. "Third 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. 

    9. "Third Party Software" 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.

    10. "Customer" including any registered user authorized by CompuHedge.


  2. Product Licenses

    1. General. 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.

    2. Final 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.

    3. Trial 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.




  3. Errors and Malfunctions.

    1. 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.

    2. 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.



  4. Restrictions; Title

    1. Restrictions 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.

    2. Title 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 CompuHedge.

    3. Reports, 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.



  5. Monitoring

    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.



  6. License Fees

    1. Payment 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.

    2. 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 license fees.

    3. Taxes. 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.



  7. Term and Termination

    1. Commencement 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.

    2. Termination. 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.

    3. Survival 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.



  8. Updates, Upgrades and Changes to Product.

    1. CompuHedge reserves the right at any time to make changes to the Product, including by way of updates and upgrades.

    2. If 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 be required.



  9. Limited Warranties; Customer Acknowledgement.

    1. Optimal 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.

    2. Any 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.

    3. 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.

    4. Customer 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.

    5. CompuHedge 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 financial data.

    6. 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.

    7. With 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.



  10. Indemnification.

    1. Defense. 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.

    2. Customer 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.

    3. Indemnification 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 specifications).



  11. Confidentiality.

    1. Customer 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.

    2. CompuHedge's use of Customer's confidential information shall be governed by the applicable CompuHedge privacy policy as amended from time to time.



  12. General.

    1. Assignment. Customer may not assign this Agreement or transfer any portion of the Product to any third party without the prior written consent of CompuHedge.

    2. Equitable 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.

    3. CompuHedge 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.

    4. Force 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.

    5. Severability. 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.

    6. Entire 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.

    7. Governing 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.

    8. Notices. 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):

      If 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 Department."

      If to Customer:
         The address provided on the Registration Form.