ChartExpo Suite Software Licensing Agreement - License Agreement

IMPORTANT – PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT” or "LICENSE") CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE ANY SOFTWARE, DOCUMENTATION, OR OTHER MATERIALS MADE AVAILABLE THROUGH THIS WEB SITE (www.ChartExpo.com). THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND (the “Licensee” or “You”), AND CHARTEXPO INC. (“ChartExpo” or “Licensor”). IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. THIS AGREEMENT DOES NOT SUPERSEDE ANY OTHER WRITTEN AGREEMENT BETWEEN YOU AND ChartExpo.

THIS AGREEMENT SHALL APPLY ONLY TO THE SOFTWARE MENTIONED IN EXHIBIT A REGARDLESS OF WHETHER OTHER SOFTWARE IS REFERRED TO OR DESCRIBED HEREIN.

1. Definitions

(a) "ChartExpo" means ChartExpo Inc. and its licensors, if any.

(b) "Software" or "ChartExpo Software" means only the software program(s) as described in Exhibit A.

(c) "Source Code" shall include computer programming code or any computer instructions necessary to compile the Software.

(d) "Imitative Works" means any software programs which are developed by Licensee and which incorporate or contain modifications of any part of Source Code, and including any revision, modification, translation (including compilation or recapitulation by computer), abridgment, compression, expansion or any other form in which Source Code, may be alter, transformed or reformed.

(e) “Documentation” means all end user and developer documentation supplied by ChartExpo for the ChartExpo Software, including successive revisions and updates thereto.

(f) “Minor Version Upgrade” means an upgrade to the current version of the ChartExpo Software, as indicated by a change in version number to the right of the decimal point (e.g. Version 7.1 to Version 7.2).

(g) “Major Version Upgrade” means an upgrade to a new version of the ChartExpo Software, as indicated by a change in version number to the left of the decimal point (e.g. Version 7.0 to Version 8.0).

(h) "Trial Version" means a version, so identified, of the Software to be used to review and gauge the Software only.

(i) "Not for Resale Version" means a version, so identified, of the Software to be used to review and gauge the Software only.

(j) "Commercial website or application" refers to a website or web application belonging to your corporation or an application located on any corporate Intranet, or for use by a corporation, that you have developed.

(k) "Personal or non-commercial website or application" refers to a website or web application belonging to an individual and not a company or organization. The website does not charge its end users any fees on the website, but can have commercial advertisements.

(l) "SaaS application" refers to an application deployed as a hosted service and accessed over the Internet for which a one-time or recurring subscription fees is charged from end users over an arbitrary duration of time.

(m) "Packaged software product" refers to a single application or suite of commercial applications built by you to be used by many customers, businesses or consumers and is installed on the customer's premises or infrastructure.

(n) "Domain" refers to a top level domain at the highest level in the hierarchical Domain Name System of the Internet e.g., www.domain.com.

(o) “Intellectual Property Rights” means patents, trade or service marks, registered designs or applications for any of the foregoing, copyright, design rights, database right and any other industrial or intellectual property right.

2. Ownership & License Grant

Subject to the terms and conditions of this Agreement, ChartExpo hereby grants to you, and you accept, a non-exclusive, non-transferable license to be used, copy and modify the Software only as authorized below. This License only is effective until terminated as provided below. You may terminate this License by destroying this Software and any copies of the Software in your possession. This License will terminate automatically upon any infringement of its terms by you.

This is a license agreement and not an agreement for sale. ChartExpo continues to own the copyright of the Software. Your rights to the Software are indicated in this Agreement, and ChartExpo retains all rights not expressly granted to you in this Agreement. This software is protected by copyright laws and international treaty provisions. Except for the rights expressly granted in this Agreement, this License transfers to you no right, tide, or interest in the Software, or any copyright, patent, trademark, trade secret, or other intellectual property or proprietary right in the Software. ChartExpo retains sole and exclusive title to all portions of the Software and any copies thereof. You agree not to disclose the Software to anyone.

3. Trial Version

If you download the free Trial License, then, subject to the terms and conditions set forth in this agreement, ChartExpo hereby grants to you and you hereby accept a license for evaluation purposes only.

(a) You are authorized to install, copy, and use the Trial Version of Software for the sole purpose of testing its functionality and performance in demonstrations, design time assessments and running a product tour.

(b) You are not allowed to integrate it to end products or use it for any commercial or production purposes.

(c) You are not allowed to use the Trial Version for any application deployment or production purposes.

(d) You have agreed to not remove, obscure, or alter the messages from Trial Version of the Software.

(e) The trial versions of the Software may have limited features and assessment messages at the top of each chart. It may also contain links to ChartExpo website.

4. Permitted Uses

This Agreement grants you a limited, non-transferable, perpetual and non-exclusive right to the following:

(a) Use the software for trial or evaluation purpose as set forth in section 3

(b) Distribute the trial version without any modification, whatsoever.

(c) Make copies of the software for backup purpose.

5. Prohibited Uses

You may NOT, without the prior written permission of ChartExpo:

(a) Use the software for any commercial or production purpose, including, but not limited to, website, web applications or Intranet.

(b) Use the software or part of software as part of a SaaS application. ChartExpo SaaS License is required for such usage.

(c) Use or distribute the Software or part of software as part of a commercial packaged Software product, framework, component, library or plug-in. ChartExpo OEM license is required for such usage.

(d) Strip, decompile, decrypt or otherwise reverse translate or engineer, or attempt in any manner to restructure or discover any source code or underlying algorithms of Software, if provided in object code form only.

(e) Use, copy, modify, or merge copies of the Software and any accompanying documents except as permitted in this Agreement.

(f) Sell, lease, assign, transfer, sublicense, disseminate, translate, duplicate, reproduce or copy the Software (or permit any of the foregoing) or any information pertaining thereto to any other party.

(g) Transfer, rent, lease, or sublicense the Agreement.

6. Source Code

Provided you have purchased a license to the source code as part of the Enterprise, Enterprise Plus, SaaS, OEM or a custom license, you may make alterations, enhancements, imitative works and/or extensions to that licensed source code provided to you under the terms set forth in this section.

You will not grant, either expressly or impliedly, any rights, title, interest, or licenses to any such modifications, enhancements, imitative works and/or extensions to any third party. You will, however, be entitled to use such alterations, enhancements, imitative works and/or extensions under the terms set out in this agreement. You hereby assign all right, title and interest in and to such alterations, enhancements, imitative works and/or extensions to the licensed source code to ChartExpo.

(a) You may not distribute the ChartExpo Software source code, or any alteration, enhancement, imitative work and/or extension thereto, in source code form.

(b) The source code contained herein and in related files is provided to the registered developer for the purposes of alteration, education and troubleshooting. Under no circumstances may be any portion of the source code be distributed, disclosed or otherwise made available to any third party without the express, prior written consent of ChartExpo.

(c) Under no circumstances may be the source code be used in whole or in part, as the basis for creating a product that provides the same, or substantially the same, functionality as any ChartExpo product. You will not take any action, or assistance or otherwise aid anyone else in taking any action, that would limit ChartExpo’ independent development, sale, assignment, licensing or use of its own software or any alteration, enhancement, imitative work and/or extension thereto.

(d) You will not modify or delete, in whole or part, any copyright, trade secret, proprietary, confidential or other notice thereof or therein without the express, prior written consent of ChartExpo.

YOU UNDERSTAND AND ACKNOWLEDGE THAT SOURCE CODE IS LICENSED AS IS, AND THAT CHARTEXPO DOES NOT PROVIDE ANY TECHNICAL SUPPORT FOR SOURCE CODE.

7. Academic License Eligibility

ChartExpo offers qualified Educational Institutions or Organizations and eligible Academic End Users the ability to buy educational licenses of ChartExpo Software for educational instruction purposes. Educational versions of ChartExpo Software cannot be used for any commercial purpose. Programs and prices are subject to change without notice.

Please contact us at for eligibility requirements or if you have any other questions about the academic License Eligibility.

8. Copyright

All title and copyrights in and to the Software (including but not limited to any images, photographs, animation, video, audio, music, text and "SWFs" incorporated into the Software) and the accompanying printed materials are owned by ChartExpo or its suppliers. The software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The software is licensed, not sold. Title to the software shall be at all times remain with ChartExpo. You must treat the Software like any other copyrighted material, except that you may, in addition to the copies permitted in this license agreement, make one copy of the Software solely for backup or archival purposes.

9. Termination

This Agreement and the License granted hereunder shall last as long as you use the Software in compliance with this Agreement. ChartExpo may terminate this Agreement and the License granted hereunder if you fail to comply with any of the terms and conditions of this Agreement. Upon termination of this Agreement for any reason the License granted to you hereunder shall terminate automatically and you shall immediately cease use and distribution of the Software. You must also destroy all copies of the Software, documentation and demos provided by ChartExpo in connection with this Agreement.

10. Confidentiality

You acknowledge that the Software and any source code provided to you pursuant to this Agreement, as well as any modification, enhancement, derivative work and/or extension thereto includes valuable trade secrets of ChartExpo. You agree to maintain in confidence the ChartExpo Source Code, and any modification, enhancement, derivative work and/or extension thereto, by using at least the same physical and other security measures as you use for your own confidential technical information and documentation, but in no event less than a commercially reasonable standard of care. You further agree not to disclose the ChartExpo Source Code, or any aspect thereof, or any modification, enhancement, derivative work and/or extension thereto, or any aspect thereof, to anyone other than employees or contractors who have a need to know or obtain access to such information in order to support your authorized use of the Software and who are bound to protect such information against any other use or disclosure. You agree to assume full responsibility for such employees' or contractors' use, or misuse, of such disclosed source code as if it was your use. These obligations shall not apply to any information generally available to the public, independently developed or obtained without reliance on ChartExpo' information, or approved in writing for release by ChartExpo without restriction.

11. Limited Warranty

Except with respect to source code, which is provided "as is," without warranty of any kind, ChartExpo does not warrant that the Software will be error-free. Source code is licensed "as is". ChartExpo does not provide any technical support for the source code.

12. Limitation of Liabilities

ChartExpo' liability, whether in contract, tort, or otherwise, arising out of Licensee's use of, or in connection with, the SOFTWARE, or otherwise under this Agreement, shall not exceed the amount of the license fee paid by you to ChartExpo. IN NO EVENT SHALL CHARTEXPO OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF CHARTEXPO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Third party Components

The Software includes third party components licensed by ChartExpo for purpose of embedding within the Software. ChartExpo has reviewed, acquired and conformed to licenses of all such third party components, thereby not requiring you to separately acquire the same. The terms of such license will apply in lieu of the terms of this Agreement, and ChartExpo hereby represents and warrants that the license granted to such Components will be no less broad than the license granted in this Agreement. The Components are provided “as is” by the third party licensors who disclaim all liabilities, damages, (even if they have been advised of the possibility of such damages), warranties, indemnities and other obligations of any kind, express or implied, with regard to the components. The components are excluded from any indemnity provided by ChartExpo in this license. Nothing in the foregoing affects any performance warranty provided by ChartExpo with regard to the Software as a whole.

A list of included Components and their respective licenses shall be provided upon request

14. General

(a) Relationship of Parties. The parties are independent contractors, and not agents, employees or joint ventures of one another, and have no authority to bind the other party by contract or otherwise to any obligation. Neither party will represent to the contrary, either expressly, implicitly, by appearance or otherwise.

(b) Governing Law. This Agreement will be governed by the law of the State of California, U.S.A., without regard to the conflict of laws principles thereof. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. If any provision of this Agreement is to be held unenforceable, such holding will have no impact on the validity of the other provisions hereof. Failure of a party to enforce any provision of this Agreement shall not constitute or be interpreted as a waiver of such provision or of the right to enforce such provision.

(c) Compliance with Export Laws. Each party shall comply to the laws. Neither party shall export or re-export directly or indirectly (including via remote access) any part of the ChartExpo Software to any country for which a license is required under the Export Laws without first obtaining a license.

(d) Trademark Usage and Publicity. ChartExpo may use Licensee's name and logos in its marketing, promotion and website, as is reasonably necessary to describe and promote ChartExpo software.

(e) Complete Agreement. This Agreement, including all Exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of both parties.

15. Upgrades & Updates

You are eligible to receive all Major Upgrades and Minor Updates for the version of the Software as a part of the licensed version only. Under the trial license agreement, you may download the latest version from ChartExpo.com website. ChartExpo Priority Support & Upgrade pack gives access to updates for the entire duration of the valid subscription. For information on ChartExpo subscription, please visit www.ChartExpo.com.

Updates replace and/or supplement (and may disable) the version of the Software that formed the basis for your eligibility for the Update. You may use the resulting updated Software only in accordance with the terms of this License.

16. Support

ChartExpo offers two types of support:

(a) Self-serve Support: This support is available online on ChartExpo Software website (www.ChartExpo.com) and includes articles, tips and documentation on how to use ChartExpo Software. You can access this support option through ChartExpo Knowledge Base (KB), Forums and Documentation hosted on ChartExpo website at www.ChartExpo.com. There may be brief periods of downtime due to maintenance and possible internet outage. ChartExpo offers self-serve support 'as-is' and does not guarantee any specific level of uptime or warranty of any kind.

(b) Personalized Priority Support: Personalized Priority support will be provided by ChartExpo Support Staff via telephone and email. Personalized Priority Support is available to ChartExpo clients with active ChartExpo Support & Upgrade subscription period as part of their license, or as a result of purchase of additional support subscription for the duration of the period of subscription.

Based on the license of ChartExpo purchased, you are entitled to a specified period of “Priority” Support from the date of purchase. Additional support can be purchased as part of ChartExpo Support & Upgrade Subscription from (www.ChartExpo.com)

ChartExpo Support Staff will provide support to ChartExpo Software licensees only, and not their end customers. ChartExpo will support only the last major version of those products released. At its discretion, it can provide free upgrades to the latest version of ChartExpo Software to help resolve any problem. ChartExpo Support Staff will provide support only on ChartExpo Software, thereby not extending to technologies or products in whose conjunction the licensee is using ChartExpo Software.

Official support email is

ChartExpo shall not be liable for any damages caused by delay in delivering or furnishing any services referred to in this Agreement. The support subscription is non-transferrable, except in case of acquisition or sale of Licensee Company.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE PRODUCT, BY LOADING OR RUNNING THE SOFTWARE PRODUCT, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN ChartExpo AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.

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