Software License Agreement Copyright (c) 2010 Mouseclick Technologies LLC. All rights reserved. ====================================================================================== "jDoji Candlestick Pattern Recognition Engine" End User License Agreement (EULA) NOTICE TO USER: PLEASE READ THIS AGREEMENT CAREFULLY. BY COPYING, INSTALLING OR USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTION 2; TRANSFERABILITY IN SECTION 4; WARRANTY IN SECTIONS 6 AND 7; LIABILITY IN SECTION 8; AND SPECIFIC PROVISIONS AND EXCEPTIONS IN SECTION 11. YOU AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED: FOR EXAMPLE, IF APPLICABLE, YOUR EMPLOYER. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE. VISIT http://www.mouseclicktechnologies.com/support FOR TERMS OF AND LIMITATIONS ON RETURNING THE SOFTWARE FOR A REFUND. YOU MAY HAVE ANOTHER WRITTEN AGREEMENT DIRECTLY WITH MOUSECLICK TECHNOLOGIES LLC THAT SUPPLEMENTS OR SUPERSEDES ALL OR PORTIONS OF THIS AGREEMENT. MOUSECLICK TECHNOLOGIES LLC AND ITS SUPPLIERS OWN ALL INTELLECTUAL PROPERTY IN THE SOFTWARE. THE SOFTWARE IS LICENSED, NOT SOLD. MOUSECLICK TECHNOLOGIES LLC PERMITS YOU TO COPY, DOWNLOAD, INSTALL, USE, OR OTHERWISE BENEFIT FROM THE FUNCTIONALITY OR INTELLECTUAL PROPERTY OF THE SOFTWARE ONLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. USE OF SOME THIRD PARTY MATERIALS AND SERVICES INCLUDED IN OR ACCESSED THROUGH THE SOFTWARE MAY BE SUBJECT TO OTHER TERMS AND CONDITIONS TYPICALLY FOUND IN A SEPARATE LICENSE AGREEMENT, TERMS OF USE OR "READ ME" FILE LOCATED WITHIN OR NEAR SUCH MATERIALS AND SERVICES. 1. Definitions. "Mouseclick Technologies" means Mouseclick Technologies LLC, a limited liability company incorporated in Switzerland "Software" means (a) all of the information with which this agreement is provided, including but not limited to (i) software files and other binary information; (ii) related explanatory written materials and files ("Documentation"); and (b) any modified versions and copies of, and upgrades, updates and additions to, such information, provided to you by Mouseclick Technologies at any time, to the extent not provided under a separate agreement. "Company Domain" means a second level domain which is owned (registered) by the company at the moment of accepting this agreement. Example: "company.com" "Hosting Domain" of the java code means the hostname of the server where the software is stored ready for invocation. 2. Software License. If you obtained the Software from Mouseclick Technologies or one of its authorized licensees and as long as you comply with the terms of this agreement, Mouseclick Technologies grants you a non-exclusive license to use the Software in the manner and for the purposes described in the Documentation, as further set forth below. 2.1 General Use. You may install and use any number of copies of the SDK, within the company domain which is specified in the purchase agreement. 2.2 Development. You may integrate any component provided as part of the SDK in any number of software components with no extra charge. 2.3 Usage. The software can be used freely within your company domain for any commercial or non-commercial purpose. You can grant access to this software to unlimited number of users, whether commercial or non-commercial, but only as long as they either operate within your company domain, or as long as the software is hosted within your company domain. For example, within "company.com" domain there may be a web server "www.another.company.com" which would deliver applet on a web page in a browser. In this case license purchased for "company.com" would stay legible for this client distribution. On the other hand, the same web server might have a second interface exposed to another network where the hostname would be "www.another-company.com". This distribution will not be licensed under the same agreement, unless explicitly specified in the purchase agreement. Similarly, "www.company.biz" does not qualify under "company.com" license, if not explicitly stated in the purchase agreement. 2.4 Sample Application Code. Unless otherwise set forth in the documentation relating to such code and/or the Software or in a separate agreement between you and Mouseclick Technologies, you may modify the source code form of those portions of such software programs that are identified as sample code, sample application code, or components (each, “Sample Application Code”) in the accompanying documentation solely for the purposes of designing, developing and testing websites and applications. 3. Intellectual Property Ownership. The Software and any authorized copies that you make are the intellectual property of and are owned by Mouseclick Technologies and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Mouseclick Technologies and its suppliers. The Software is protected by law, including but not limited to the copyright laws of Switzerland and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by Mouseclick Technologies and its suppliers. Mouseclick Technologies reserves all Intellectual Property Rights, including but not limited to: 3.1 Any component of the SDK package downloaded or otherwise obtained from Mouseclick Technologies remains Intellectual property of Mouseclick Technologies, unless otherwise stated. 3.2 Documentation and support material, available in the package or otherwise on the support web, including online support pages, remains Intellectual property of Mouseclick Technologies. 4. Restrictions. 4.1 Notices. You may not copy the Software except as set forth in Section 2 and 11. Any permitted copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software. 4.2 No Modifications. Except as permitted in Section 11, you may not modify, adapt or translate the Software. You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted under applicable law to decompile only in order to achieve interoperability with the Software. 4.3 No Transfer. YOU MAY NOT RENT, LEASE, SELL, SUBLICENSE, ASSIGN OR TRANSFER YOUR RIGHTS IN THE SOFTWARE, OR AUTHORIZE ANY PORTION OF THE SOFTWARE TO BE COPIED ONTO ANOTHER INDIVIDUAL OR LEGAL ENTITY'S COMPUTER EXCEPT AS MAY BE PERMITTED HEREIN. You may, however, permanently transfer all your rights to use the Software to another individual or legal entity provided that: (a) you also transfer (i) this agreement, (ii) the serial number(s), the Software affixed to media provided by Mouseclick Technologies or its authorized distributor, and all other software or hardware bundled, packaged or pre-installed with the Software, including all copies, upgrades, updates and prior versions, and (iii) all copies of font software converted into other formats to such individual or entity; (b) you retain no upgrades, updates or copies, including backups and copies stored on a computer; and (c) the receiving party accepts the terms and conditions of this agreement and any other terms and conditions under which you purchased a valid license to the Software. 5. LIMITED WARRANTY. Except as may be otherwise provided in Section 11, Mouseclick Technologies warrants to the individual or entity that first purchases a license for the Software for use pursuant to the terms of this agreement that the Software will perform substantially in accordance with the Documentation for the thirty (30) day period following receipt of the Software when used on the recommended operating system and hardware configuration. Non-substantial variation of performance from the Documentation does not establish a warranty right. THIS LIMITED WARRANTY DOES NOT APPLY TO PATCHES, FONT SOFTWARE CONVERTED INTO OTHER FORMATS, PRE-RELEASE (BETA), TRYOUT, EVALUATION, OR NOT FOR RESALE (NFR) COPIES OF SOFTWARE, OR WEBSITES. All warranty claims must be made, along with proof of purchase, to the Mouseclick Technologies Support Department within such thirty (30) day period. 6. DISCLAIMER. THE FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY MADE BY Mouseclick Technologies. EXCEPT FOR THE FOREGOING LIMITED WARRANTY AND ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, Mouseclick Technologies AND ITS AFFILIATES AND SUPPLIERS PROVIDE THE SOFTWARE AND ACCESS TO ANY WEBSITES, ONLINE SERVICES AND CD SERVICES AS-IS AND WITH ALL FAULTS AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME STATES. The provisions of Sections 7 and Section 8 will survive the termination of this agreement, howsoever caused, but this will not imply or create any continued right to use the Software after termination of this Agreement. 7. LIMITATION OF LIABILITY. EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE AND AS OTHERWISE PROVIDED IN SECTION 11, IN NO EVENT WILL Mouseclick Technologies OR ITS AFFILIATES OR SUPPLIERS BE LIABLE TO YOU FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY, EVEN IF AN Mouseclick Technologies REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. Mouseclick Technologies’ AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. THIS LIMITATION OF LIABILITY MAY NOT BE VALID IN SOME STATES. Nothing contained in this agreement limits Mouseclick Technologies’ liability to you in the event of death or personal injury resulting from Mouseclick Technologies’ negligence or for the tort of deceit (fraud). Mouseclick Technologies is acting on behalf of its affiliates and suppliers for the purpose of disclaiming, excluding and limiting obligations, warranties and liability, but in no other respects and for no other purpose. For further information, please see the jurisdiction specific information at the end of this agreement, if any, or contact the Mouseclick Technologies Customer Support Department. 8. Governing Law. This agreement will be governed by and construed in accordance with the substantive laws in force in: (a) the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or (b) Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or (c) England, if a license to the Software is purchased when you are in any jurisdiction not described above. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. 9. General Provisions. If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of this agreement, which will remain valid and enforceable according to its terms. 10. Compliance with Licenses. If you are a business, company or organization, you agree that upon request from Mouseclick Technologies or its authorized representative you will within thirty (30) days fully document and certify that use of any and all Mouseclick Technologies software at the time of the request is in conformity with your valid licenses from Mouseclick Technologies. 11. Specific Provisions and Exceptions. This section sets forth specific provisions related to certain products and components of the Software as well as limited exceptions to the above terms and conditions. To the extent that any provision in this section is in conflict with any other term or condition in this agreement, this section will supersede such other term or condition. 11.1 Limited Warranty for Users Residing in Germany or Austria. If you obtained the Software in Germany or Austria, and you usually reside in such country, then Section 6 does not apply; instead, Mouseclick Technologies warrants that the Software provides the functionalities set forth in the Documentation (the "agreed upon functionalities") for the limited warranty period following receipt of the Software when used on the recommended hardware configuration. As used in this Section, "limited warranty period" means one (1) year if you are a business user and two (2) years if you are not a business user. Non-substantial variation from the agreed upon functionalities will not and does not establish any warranty rights. THIS LIMITED WARRANTY DOES NOT APPLY TO SOFTWARE PROVIDED TO YOU FREE OF CHARGE, FOR EXAMPLE, UPDATES, PRE-RELEASE, TRYOUT, STARTER, PRODUCT SAMPLER AND NOT FOR RESALE (NFR) COPIES OF SOFTWARE, OR TO FONT SOFTWARE CONVERTED INTO OTHER FORMATS, WEB SITES, ONLINE SERVICES, CD SERVICES OR SOFTWARE THAT HAS BEEN ALTERED BY YOU, TO THE EXTENT SUCH ALTERATION CAUSED A DEFECT. 11.2 Limitation of Liability for Users Residing in Germany and Austria. 11.2.1 If you obtained the Software in Germany or Austria, and you usually reside in such country, then Section 8 does not apply. Instead, subject to the provisions in Section 14.2.2, Mouseclick Technologies and its affiliates' statutory liability for damages will be limited as follows: (i) Mouseclick Technologies and its affiliates will be liable only up to the amount of damages as typically foreseeable at the time of entering into the purchase agreement in respect of damages caused by a slightly negligent breach of a material contractual obligation and (ii) Mouseclick Technologies and its affiliates will not be liable for damages caused by a slightly negligent breach of a non-material contractual obligation. 11.2.2 The aforesaid limitation of liability will not apply to any mandatory statutory liability, in particular, to liability under the German Product Liability Act, liability for assuming a specific guarantee or liability for culpably caused personal injuries. 11.2.3 You are required to take all reasonable measures to avoid and reduce damages, in particular to make back-up copies of the Software and your computer data subject to the provisions of this agreement. ======================================================================================