End User License Agreement (EULA)

PLEASE READ CAREFULLY BEFORE USING THIS PRODUCT: This End-User License Agreement ("EULA") is a legal agreement between (a) you (either an individual or a single entity) and (b) InStat Research LLC ("IR" or the “Company”) that governs your use of the Software (defined below).

BY CLICKING "I AGREE", OR BY TAKING ANY STEP TO INSTALL OR USE THE SOFTWARE PRODUCT, YOU (1) REPRESENT THAT YOU ARE OF THE LEGAL AGE OF MAJORITY IN YOUR STATE OR PROVINCE JURISDICTION OF RESIDENCE AND, IF APPLICABLE, YOU ARE DULY AUTHORIZED BY YOUR EMPLOYER TO ENTER INTO THIS CONTRACT AND (2) YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT ACCEPT THE EULA TERMS WITHOUT RESERVATION, DO NOT USE THE SOFTWARE PRODUCT.

1. GRANT OF LICENSE. The Software includes two types of computer software (1) software that is owned by IR (and may include associated media and "online" or electronic documentation) (collectively the "Software Product" or “InStat Cloud Services”) and (2) other software provided by third parties and used with the Software Product ("Third Party Software"). IR grants you the following non-exclusive rights provided you agree to and comply with all terms and conditions of this EULA:

a. Use. Subject to the terms of this Agreement and the payment of the applicable license fee, the Company hereby grants you a limited, nonexclusive, personal, and nontransferable license for use of the Software (in object code form only) by a single person on a single Machine. “Machine” means computer or other electronic device, such as a workstation, terminal, smartphone, tablet, or other device. You may not make the Software available over a network where it could be used by multiple Machines at the same time; you may access the Software through a network only if you have obtained an individual license for each person who will access the Software through the network. One license is required for each individual user. You may make multiple backup copies of the Software in machine-readable form for backup purposes only, as long as the backup copy includes all copyright or other proprietary notices contained in the original. This Agreement expressly excludes any right concerning any software that you did not acquire lawfully or that is not a legitimate, authorized copy of the Company’s software. You agree to only use the Software as expressly permitted herein.

b. Restrictions. You may not rent, lease or lend the Software Product or use the Software Product for commercial timesharing or bureau use. You may not sublicense, assign or transfer the license or Software Product except as expressly provided in this EULA.

c. Reservation of Rights. The Software Product is owned solely by the Company. The Software Product is licensed, not sold, to you by IR. IR and its suppliers own all right, title and interest in and to the Software Product and reserve all rights not expressly granted to you in this EULA. You agree to refrain from any action that would diminish such rights or would call them into question.

d. Support. Technical support for the Software Product will be free for the first thirty (30) days after the activation date. Support will be available via e-mail during regular business hours PST. After 30 days, Technical Support may be offered by IR at its own discretion and on such terms as it elects, including payment terms.

e. Other Licenses. To effectively use the Software may require Third Party Software licenses, which are not provided by this Agreement. You agree to seek such licenses to such Third Party Software from its licensors directly. 


2. UPGRADES

a. The Company is not obligated to provide any updates, revisions, new versions, bug fixes, maintenance, or support for the Software.

b. Company reserves the right to modify, change, update or discontinue any feature of the Software at any time. You may, at any time, for an additional fee, obtain the optional features and/or any new features or functionality that Company makes available generally to its customers.


3. PROPRIETARY RIGHTS.

a. All right, title, and interest in InStat Cloud Services, including any updates or revisions to the Software Product, is and will remain the sole and exclusive property of the Company, and their successors and assigns. Other than the limited license explicitly set forth in this Agreement, no interest in or rights or licenses to the Software are granted to you, and no interest in or rights or licenses to the Software will inure in or accrue to you, whether by implication, estoppel, or otherwise. All rights of any kind in the Software that are not expressly granted in this Agreement are entirely and exclusively reserved to and by the Company, and their successors and assigns.

b. You represent and warrant that you own or have sufficient rights in the content, data, concepts, ideas, and images that you enter into the Software (collectively, the "Customer Property"). You grant to the Company a non-exclusive, limited, world-wide, fully-paid, royalty-free license to view, use, and copy the Customer Property solely to the extent necessary to support the purposes of this Agreement. 


4. LIMITATION ON REVERSE ENGINEERING.  Except to the extent that such restriction is not permitted under applicable law, you are not permitted (and you agree not to) reverse engineer, decompile, disassemble or create derivative works of or modify the Software Product. Nothing contained herein shall be construed, expressly or implicitly, as transferring any right, license or title to you other than those explicitly granted under this EULA. IR reserves all rights in its intellectual property rights not expressly agreed to herein. Unauthorized copying of the Software Product or failure to comply with the restrictions in this EULA (or other breach of the license herein) will result in automatic termination of this Agreement and you agree that it will constitute immediate, irreparable harm to IR for which monetary damages would be an inadequate remedy, and that injunctive relief will be an appropriate remedy for such breach.


5. TERM AND TERMINATION. This EULA is effective unless terminated or rejected.

a. You acknowledge and agree to comply with IR’s policies, including any confidentiality or terms of use policy the Company may adopt. Actions in violation of the Confidentiality or Terms of Use are grounds for immediate revocation of the license granted under this Agreement.

b. IR may also immediately suspend or terminate the license provided under this Agreement, any or all subscriptions, and this Agreement, without notice and without liability to you, to the Authorized Users or to any other person, if IR determines in good faith that a breach of the Agreement has occurred.

c. The Software constitutes trade secrets and confidential information of IR, and such trade secrets and confidential information shall remain confidential during and after the term of this Agreement. The license ends on the termination of this Agreement. On termination of this Agreement, you must discontinue use of the Software.

d. Violations of this EULA occurs if you:

i. Copy the Software, except for your own backup copy;

ii. Sell, resell, sublicense, rent, lease, loan, distribute,

iii. Modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to obtain the source or object code for the Software;

iv. Use or allow use of the Software after the termination or expiration of this Agreement (except pursuant to another valid license);

v. Allow others to use, copy, or access the Software in connection with a service bureau, application service provider, public computer bulletin board, shareware or timeshare process, or any similar business or service;

e. This EULA will also terminate immediately and without additional notice in the event you breach this EULA and/or fail to comply with any term or condition of this EULA.


6. CONSENT TO USE OF DATA. You agree that IR and its affiliates or suppliers may collect and use statistics on your use of the Software Product in performing backup operations and technical information you provide in relation to support services related to the Software Product. IR and its suppliers agree not to use this information in a form that personally identifies you except to the extent necessary to provide such services.


7. INVESTMENT ADVICE. No information, service or function provided by InStat Cloud Services is intended as trading advice. IR and the Software Product do not hold themselves out as providing any legal, financial or other advice. They also do not make any recommendation or endorsement as to any investment, advisor or other service or product. In addition, IR and the Software Product do not offer any advice regarding the nature, potential value or suitability of any particular investment, security or investment strategy. The information provided by the Software Product does not constitute advice and you should not rely on any information provided by the Software Product to make (or refrain from making) any decision or take (or refrain from taking) any action.


8. MARKET RISKS AND ONLINE TRADING. Trading online, no matter how convenient or efficient does not necessarily reduce risks associated with stocks, futures, forex, or options trading. All quotes and trades are subject to the terms and conditions of this End-User License Agreement and Client Agreement.


9. DISCLAIMER OF WARRANTIES. EXCEPT AS DESCRIBED IN THIS SECTION, NEITHER THE COMPANY NOR ITS LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, PERFORMANCE, ADEQUACY OR CURRENCY OF THE SOFTWARE OR THE COMPANY TECHNOLOGY, AND COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NONINFRINGEMENT. THE COMPANY FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO AUTHORIZED USERS OR ANY THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY, AND COMPANY'S SOLE AND EXCLUSIVE RESPONSIBILITY, FOR ANY FAILURE OF THE SOFTWARE OR THE COMPANY TECHNOLOGY WILL BE FOR COMPANY TO USE COMMERCIALLY REASONABLE EFFORTS TO CORRECT MATERIAL ERRORS AND/OR OMISSIONS. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SERVICES SHALL BE BORNE SOLELY BY YOU.


10. LIMITATION OF LIABILITY. IN NO EVENT WILL COMPANY OR ITS OFFICERS, EMPLOYEES, CONTRACTORS OR LICENSORS BE LIABLE FOR LOSS OF USE, LOSS OF CONTENT, LOSS OF USER DATA, OR RECOVERY OF CONTENT OR USER DATA, AND EXCEPT AS EXPRESSLY PROVIDED BELOW, IN NO EVENT (A) WILL EITHER PARTY, OR ITS OFFICERS, EMPLOYEES, CONTRACTORS OR LICENSORS, BE LIABLE FOR LOST PROFITS OR FOR ANY SPECIAL, CONSEQUENTIAL (INCLUDING LOST PROFIT), OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, WARRANTY, OR ANY OTHER LEGAL THEORY, INCLUDING ANY LOSSES THAT ARE FORESEEABLE; AND (B) WILL EITHER PARTY'S LIABILITY, OR THE LIABILITY OF ITS OFFICERS, EMPLOYEES, CONTRACTORS OR LICENSORS, EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO COMPANY DURING THE THREE MONTHS PRECEDING THE DATE THE CLAIM AROSE. 


11. COMPLIANCE WITH LAWS. You shall comply with all laws and regulations of the United States and other countries ("Export Laws") to ensure that the Software Product is not exported, directly or indirectly, in violation of Export Laws.


12. INDEMNITY. You shall defend IR against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that (1) Customer Property infringes or misappropriates the intellectual property rights of a third party or violates applicable law, or (2) that your use of the Software in violation of this Agreement infringed the rights of, or caused harm to, that third party (a "Claim Against IR”), and shall indemnify Us for any damages, attorney fees and costs finally awarded against IR as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against IR. 


13. WAIVER. No waiver of any violation or nonperformance of this Agreement in one instance will be deemed to be a waiver of any subsequent violation or nonperformance. All waivers must be in writing.


14. SEVERABILITY. If any term or provision of this Agreement is to any extent held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the remainder of this Agreement will not be affected thereby, and each term and provision of this Agreement will be valid and enforced to the fullest extent permitted by law.


15. NOTICE. Any notice or report under this Agreement will be deemed given if delivered or sent via email, addressed to the other party at that party’s current email address, or at such other address as designated by the party by written notice. If notice is given by email and the notice affects other parties’ rights under this Agreement, the effective date of the notice will be seven days after the date of mailing or the date the notice is received, whichever is earlier.


16. APPLICABLE LAW; DISPUTES. This Agreement will be governed by and construed in accordance with the laws of the state of Oregon, U.S.A., without regard to Oregon’s conflict-of-laws principles. The parties expressly disclaim the United Nations Convention on Contracts for the International Sale of Goods, and the provisions thereof will not govern this Agreement. The parties agree that any claim asserted in any legal proceeding by one party against the other will be commenced and maintained exclusively in state or federal court located within the state of Oregon. Both parties hereby submit to the jurisdiction of such courts over each of them personally in connection with such litigation, and waive any objection to venue in such courts and any claim that such forum is an inconvenient forum.


17. INJUNCTIVE AND OTHER EQUITABLE RELIEF. You agree that the remedy at law for any breach or threatened breach of this Agreement by you would, by its nature, be inadequate, and that in that event IR will be entitled, in addition to damages, to a restraining order, temporary or permanent injunctive relief, specific performance, and other appropriate equitable relief, without showing or providing that any monetary damage has been sustained.


18. ENTIRE AGREEMENT. This EULA is the entire agreement between you and IR relating to the Software Product and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software Product or any other subject matter covered by this EULA. To the extent the terms of any IR policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. In the event of a conflict between the English and any non-English versions of this EULA, the English version shall govern. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provision of the EULA will remain in force and effect. This Agreement may not be modified or amended except in a writing signed by both parties. Any preprinted terms on your purchase order are expressly rejected by the Company and will be given no force or effect.