This End Customer License Agreement (“EULA”) sets forth the license granted by Adroit Trading Technologies, Inc. (“Adroit”), located at 666 Third Avenue, 6th Floor, #623/624, New York, NY 10017, to the named customer-licensee [CUSTOMER] (“Customer”), located at [ADDRESS].

1. License
   • License Grant. Subject to the terms and conditions of this EULA, Adroit grants to Customer (and its authorized employees and contractors) a personal, non-exclusive, non-transferrable, non-sublicensable, limited, revocable license (the “License”) to access and use the application or software provided or made available by Adroit to Customer pursuant to this EULA (the “Software”). By accessing or using the Software, Customer (on its own behalf and on behalf of its authorized employees and contractors) shall be deemed to have accepted and consented to the terms of the License and this EULA.
   • Restrictions on Use. Except as expressly authorized by this EULA, Customer shall not, and shall not allow (and shall use its commercially reasonable efforts to prevent) any third party to: (a) use or access the Software; (b) directly or indirectly: share, disassemble, recompile, decompile or otherwise reverse engineer the  or make any attempt to  make, identify, access, replicate or distribute the source code of the Software; (c) distribute, sell, resell, rent, lease, license, sublicense or use the  (or make any attempt to do so) in any arrangement or for any purpose not expressly authorized by this EULA; (d) remove, alter or modify any product identification, proprietary, confidentiality, copyright or other notices placed upon or displayed in connection with the use of the Software (or make any attempt to do so); (e) directly or indirectly copy, modify, adapt or create a derivative work from the Software or merge it with or into another program (or make any attempt to do so); (f) use the Software or the License for any unlawful purpose or in violation of any third-party rights; or (g) use or export the Software or the License in violation of applicable law (or make any attempt to do so).
2. Software Maintenance      

Adroit may, at any time and from time to time, in its sole discretion, perform maintenance and updates that may result in temporary or prolonged disruptions to the Software. Adroit shall have no obligation to notify any users or licensees in the event of any such disruptions, and shall have no liability of any kind in respect thereof.

1. Use and Ownership of Intellectual Property; Confidentiality
   • Adroit. All rights, title, and interest (including all legal and beneficial ownership) in and to the Software and the License and any portion thereof, including, without limitation any and all worldwide intangible rights or interests evidenced by or embodied in (a) any and all object and source code, APIs, screen displays and interfaces, modules, structures, sequences and other components of the Software; (b) any idea, design, concept, method, process, technique, invention, discovery, or improvement, including any patents, patent applications, trade secrets, and know-how; (c) any work of authorship, including any copyrights, industrial designs, registration or moral rights recognized by law; (d) any trademarks, trade names, trade dress and associated goodwill of Adroit or its affiliates; and (e) any other Adroit proprietary technology or material in which similar rights exist (“Intellectual Property Rights”) will remain the sole property of Adroit. This Agreement does not convey any rights of ownership in or to the Software or the License, including any such rights in any and all copies, modifications, enhancements, updates, customizations, translations and other derivative works of or to the Software or the License. Customer shall not take any action to jeopardize, limit, impair or interfere with Adroit’s ownership of and rights in and to the Software or the License.
   • Confidentiality. Customer agrees to maintain strict confidentiality of the terms of this EULA, the License, the Software and all data and information that may be supplied or disclosed by Adroit to Customer.
   • Rights Reserved. All rights relating to the Software or the License not expressly granted to Customer under this EULA are reserved by Adroit.
2. Disclaimer of Warranties; Software Functionality; Limitation of Liability; Indemnification
   • Disclaimer of Warranties. NEITHER ADROIT NOR ITS AFFILIATES MAKE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICES OR RESULTS TO BE ATTAINED BY YOU OR OTHERS FROM THE USE OF THE SERVICES AND EACH DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR NON-INFRINGEMENT. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THE SERVICES AND ALL PORTIONS THEREOF ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

Without limiting the foregoing: (a) Adroit does not warrant that the Software is compatible with your equipment or that the Software, or that any electronic communications sent by Adroit or its affiliates, are or will be free of errors or viruses, worms or “Trojan horses,” or any other harmful, invasive, or corrupted files, and Adroit and its affiliates are not liable for any damage you may suffer as a result of such destructive features. None of Adroit, its affiliates, or their respective suppliers and third-party agents shall have any responsibility or liability, contingent or otherwise, for any injury or damages, whether caused by the negligence of Adroit, its affiliates, any of their respective employees, subcontractors, agents or equipment vendors or otherwise, arising in connection with the Software or the License     or for any lost profits, losses, incidental, consequential, special, punitive, or exemplary damages or for any claim against you by any other party, even if Adroit has been advised specifically of the possibility of such damages, including without limitation any inability or failure to perform legal or other research or related work or to perform such legal or other research or work properly or completely (even if assisted by Adroit or its affiliates). None of Adroit, its affiliates, or their respective suppliers guarantee or make any representations or warranties in respect of the accuracy, timeliness, completeness, correctness, reliability, performance or continued availability of the Software or the License, or for delays, malfunctions, errors, omissions or interruptions therein or the accuracy of any data, information or programs provided thereby.  In addition, Adroit does not guarantee that the mathematical models incorporated into the Software are necessarily the most appropriate for any particular purpose. Customer acknowledges that Adroit does not give legal, financial, accounting, compliance, or regulatory advice, and the use of the Software or the License does not constitute any of the foregoing. 

• Software Functionality. You are solely responsible for the accuracy and adequacy of the data and information you use and the resultant output thereof. Notwithstanding anything to the contrary set forth herein, to the maximum extent permitted by law, none of Adroit, its affiliates, or their respective suppliers shall, directly or indirectly, be liable, in any way, to you or any other person for any inaccuracies, delays, errors, or interruptions in the Software from whatever cause, or any loss or damage arising therefrom or occasioned thereby, or by reason of any nonperformance. In addition, the Software may be subject to additional unavailability, limitations, delays, latency, and other problems inherent in the use of the internet, electronic communications and third party hosting services, all of which are beyond Adroit’s reasonable control. Adroit does not control the content of other web sites, services, goods, or advertisements that may be linked to the Software and therefore is not responsible for the availability, content, or accuracy of linked web sites, services, goods, or advertisements. You agree that Adroit has the right to change the content or technical specifications of any aspect of the Software or the License at any time in Adroit’s sole discretion, and you acknowledge that such changes may limit, impair or terminate your ability to access and use the Software
• Limitation of Liability. Notwithstanding anything to the contrary in this Agreement, to the extent permitted by law, (i) the aggregate liability of Adroit and its affiliates arising in connection with this Agreement for damages, regardless of the form of the action, shall not exceed $500, and (ii) in no event will Adroit be liable for indirect, special, punitive, incidental or consequential damages, however caused and regardless of theory of liability arising out of the use of (or inability to use) the Software.
• Customer agrees to and shall indemnify, defend and hold harmless Adroit, its affiliates and its and their respective personnel, partners, members, shareholders, directors, officers, employees, licensees, users, successors, contractors, representatives and assignees (collectively, the “Adroit Indemnified Parties”) from and against any losses, costs, damages, claims, demands, liabilities, actions, suits, arbitrations, or proceedings asserted, claimed against or incurred by Adroit (including without limitation reasonable attorneys’ fees and legal costs) that arise out of or in connection with a third-party claim alleging: (i) the introduction of any virus, malware, or malicious code through or contained in any Customer data or systems, or (ii) infringement upon or misappropriation of any intellectual property or other proprietary right of Adroit or any third party, or (iii) commission of any fraud, gross negligence, willful misconduct or material breach of this Agreement by Customer or its agents, except in each case to the extent caused directly by Adroit’s fraud, misconduct or breach of this Agreement. Adroit will promptly notify Customer of any loss or claim made hereunder and will provide Customer with reasonable assistance, at Customer’s cost and expense, to perform Customer’s obligations hereunder.

1. Termination
   • Termination. Adroit may terminate this EULA and Customer’s access to the Software, in whole or in part, at any time, and for any or no reason. Upon such termination of this EULA for any reason, the License granted to Customer shall immediately terminate.
   • Survival. The following Sections and or clauses therein, as applicable, shall survive termination of this EULA for any reason: Section 1.2 (Restrictions on Use); Section 3 (Use and Ownership of Intellectual Property and Data); Section 4 (Disclaimer of Warranties; Software Functionality; Limitation of Liability; Indemnification); Section 5 (Termination); and Section 6 (General Terms).
2. General Terms
   • Assignment. Customer may not assign, transfer, or otherwise dispose of this EULA or the License or any other rights granted to Customer hereunder. Notwithstanding the foregoing, Adroit may assign this EULA to any successor to its business. Any purported assignment, transfer, delegation or other disposition of this EULA by Customer shall be null and void.
   • Governing Law; Jurisdiction; Jury Trial Waiver; Arbitration; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. The Parties consent and submit their persons to the exclusive venue and jurisdiction of the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, waiving any objection to the propriety or convenience of such venues. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this EULA shall continue in full force and effect.
   • Force Majeure. Neither Party shall be liable for any delay or failure to perform to the extent due to causes beyond its reasonable control, including, without limitation acts of God, fires, blackouts and brownouts, terrorism, strikes, acts of war or intervention by any governmental authority.    
   • Entire Agreement; Amendments; Waiver. This EULA constitutes the entire agreement between the Parties relating to the Software and the License     s, and supersedes all prior or contemporaneous understandings, whether written or oral, relating to such subject matter. Any amendments or modifications must be in writing, signed by the Parties, making specific reference to the agreement being amended. Any waiver of any provision of an agreement will be effective only if in writing and signed by the waiving Party.
   • Compliance with Laws. Customer acknowledges and agrees that it shall comply at all times with all laws, rules, and regulations applicable to Customer and its use of the Software or the License     .    
   • Counterparts. This Agreement may be executed in any number of counterparts, each of which taken together shall constitute one and the same instrument.