MetaStock User Agreement

Terms of Use for

MetaStock XENITH

Thomson Reuters DataLink

Thomson Reuters MetaStock

Thomson Reuters MetaStock Pro

Definitions are set out at the end of this Agreement.

BY CLICKING ON THE "I ACCEPT THIS AGREEMENT" BUTTON, INSTALLING, COPYING OR OTHERWISE USING ANY SERVICE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK ON THE "I DO NOT ACCEPT THIS AGREEMENT" BUTTON AND/OR DO NOT INSTALL ANY SERVICE.

USE OF THE SERVICE: Thomson Reuters hereby grants you a world-wide non-exclusive and non-transferable right to access the Service, Software and/or the Site and to view the Information subject to this Agreement and your compliance with any Documentation.

You agree that:

You will not use any Service in breach of this Agreement, any applicable laws, regulations or market conventions;
You will not transmit, undertake or encourage the following in relation to any Service: (i) give unauthorized investment advice or financial promotions; or use a false address or name, or (ii) use false details or deceive Thomson Reuters or other Users;
If you are subscribing to MetaStock XENITH, You must be a non-professional subscriber, which means that you are receiving the Information solely for your personal, non-business use, and are not (i) registered or qualified with the Securities and Exchange Commission, the Commodities Futures Trading Commission, any state securities agency, any securities exchange or association, or any commodities or futures contract market or association; (ii) engaged as an investment advisor; nor (iii) employed by a bank or other organization exempt from registration under Federal and/or state securities laws to perform functions that would require him or her to be so registered or qualified if he or she were to perform such functions for an organization not so exempt.
You will be responsible for obtaining and maintaining all necessary consents and licenses and for making all filings necessary to receive or use any Service.
When Thomson Reuters provides a Service which is accessed using a password, account name or other identifier (collectively, “Password”), you will (i) ensure each Password is kept confidential and not shared among individuals, and (ii) notify Thomson Reuters promptly if you become aware of any Password being used by a person not authorized by you to access that Service.

USE OF SOFTWARE: If Thomson Reuters provides you with Software or access to Software, you may only use Software in accordance with the instructions, and in connection with the Service. You are granted a non-exclusive, non-transferable right to use any Software provided as part of any Service. Any version of Software ordered by you is hereby licensed, not sold, to you under the following conditions by Thomson Reuters. You agree not to copy the Software except as expressly allowed by this Agreement. Thomson Reuters reserves to itself any rights not expressly granted to you under this non-exclusive Agreement.

LIMITATIONS ON USE: This Agreement permits a single user to use any Service and/or access the Information through a single user ID and Password. Use by more than one User accessing through a single user ID is not authorized. If more than one person desires to use the Service, you must purchase an additional license for each additional user. Each Service requires a valid email address in order to access and use the Service. Any Service will not allow for more than one login (as validated by the email address) at any time and will terminate any simultaneous connections to the Service. Validation of the email address must be done through an active internet connection.

The Information may only be reproduced when downloaded and viewed by you for your individual use only. You must not reuse the Information in any other way including redistributing it. You must not allow any third party to use (a) your Security Features or (b) the Service in any manner inconsistent with this Agreement. On termination of this Agreement, your rights to use the Information and the Service cease.

You may make one copy of the Software for archive or backup purposes, provided that you reproduce and place our copyright notice and other proprietary notices on the backup copy, which copy shall also be subject to the terms of this Agreement. You may not reverse engineer, decompile, or dissemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You may not rent, lease or lend or directly or indirectly transfer the Software to any third party.

DATA PROTECTION/PRIVACY/COMMUNICATIONS: You agree that your details may be used by Thomson Reuters as set out in Privacy Notice(s) at http://metastock.com/company/legal/privacy.aspx.

PROPRIETARY RIGHTS: All intellectual property rights in any Service, Software and the Information, including without limitation copyright and database rights, shall remain the property of Thomson Reuters or its licensors. You will not remove, conceal, use or amend any copyright, trademark or other proprietary notice incorporated in any Service or in any Software without the owner's prior written consent. You will not acquire any intellectual property rights in any Service, Software or Information and you agree to comply with notices bringing such rights to your attention and all relevant laws relating to such rights. Any infringement of the rights of Thomson Reuters or its licensors may result in legal action.

THIRD PARTY RIGHTS: You acknowledge that third party information and software providers may have rights in the Information and/or Software which they supply and they or another member of the Thomson Reuters group of companies may be a third party beneficiary of the Agreement (including, without limitation, any warranty, disclaimer or limitation of liability) with the right to enforce and enjoy the protection of the Agreement in their own name. Thomson Reuters can however change or terminate this Agreement without the consent of such third parties. Apart from these provisions and provisions relating to Digital Signatures, a person who is not a party to this Agreement shall have no rights to enforce any of its terms.

You agree to comply with any reasonable restrictions or conditions imposed on the use and access of Information or Software imposed by the relevant third party provider in order to protect such third party’s legitimate interests. These may be notified to you by Thomson Reuters or by such third party. If any restriction or conditions imposed after your acceptance of this Agreement substantially reduces your ability to use the Service, you may terminate this Agreement with effect from (a) the first day of the next Billing Cycle where your Billing Cycle is monthly or (b) where your Billing Cycle is annual, thirty (30) days after Thomson Reuters notifies you of such restriction or conditions. You may be required to enter into a separate agreement with a third-party in order to receive a Service that contains third-party content or software.

FEES AND PAYMENTS: Payment for any Service can only be made via a credit/debit card. You will be responsible for the payment of all online charges and for the communication facilities which enable you to access the Service and any other applicable VAT, sales taxes or similar taxes. Thomson Reuters may adjust or change the basis of calculation of the Fees by giving you notice on or before the commencement of your next Billing Cycle. Such change will be effective on the first day of the next Billing Cycle. Following notice of an increase in the Fees, you may terminate your access to the Service. Termination of your access to the Service will take effect on the first day of the next Billing Cycle.

Monthly and annual subscriptions will be billed to your credit card on the first day of each Billing Cycle (monthly or annually) until the Service is cancelled. Charges for monthly and annual subscriptions are not refundable once billed. Monthly and annual subscriptions will automatically renew unless you notify us that you want to terminate your Service, by using the contact information at http://metastock.com/Company/about/Contact.aspx. Termination of your access to any Service will take effect on the first day of the next Billing Cycle. Exchange fees for receiving real-time data will only be billed monthly, and are non-refundable. Exchanges have the right to change these fees at any time. Thomson Reuters also has the right to change the Service fees at any time.

Thomson Reuters will use reasonable endeavours to provide reasonable notice of any change to Fees which relate to fees imposed by a third party but you agree that these may change without notice if a change is imposed on Thomson Reuters by any such third party. Thomson Reuters shall be entitled to charge you interest at 1% per month or the maximum allowed by law (whichever shall be the lower) on any overdue Fees.

SECURITY FEATURES: You agree to keep your Security Features confidential and secure and not to assign, share, sell, barter, transfer, recklessly compromise them or exchange them. If you learn or suspect that a Security Feature has been obtained by another person or been compromised or the security of any Service has been affected, you must promptly notify Thomson Reuters by using "Contact Us" and/or take any appropriate security measures. You agree to cooperate with Thomson Reuters’ reasonable security investigations. Any attempt to access any part of the Site which requires Security Features without the required Security Features and/or payment of the Fees or any attempt to tamper with Security Features is unlawful and a material breach of this Agreement and could result in criminal and/or civil penalties. Thomson Reuters may change Security Features on notice to you for security reasons.

TERM AND TERMINATION: This Agreement will take effect from the date on which Thomson Reuters notifies you that you are permissioned for any Service by sending to an e-mail containing your user id This Agreement remains in effect so long as you have a subscription to any Service.

Either you or Thomson Reuters may terminate a subscription at any time during a Billing Cycle. This notice of cancellation will be effective from the first day of the next Billing Cycle.

Thomson Reuters may terminate or suspend your access to the Site, or a Service or any part, immediately if you are in material breach of any of this Agreement and you fail to remedy such breach (if capable of remedy) within 5 days of Thomson Reuters requesting that you do so. Failure to make payment of the Fees when due constitutes a material breach of this Agreement. Thomson Reuters may terminate or suspend your access to a Service if you cease to meet the published eligibility criteria or if any related Service is ended. Thomson Reuters may without notice suspend your access to any Service, for security reasons or where it is reasonable to do so to protect its or another's legitimate interests.

FORM AND CONTENT: Thomson Reuters retains control over the form and content of any Service. Thomson Reuters may modify or cancel any Service or part of any Service. Thomson Reuters shall use reasonable endeavours to give you a minimum of 30 days notice of a material modification or cancellation. However, you recognize that where the modification or cancellation is imposed by a third party information provider, then Thomson Reuters may be required to give you less notice of a change or modification. If Thomson Reuters cancels or substantially modifies any Service or part of any Service, you may terminate your access to the Service with effect from (a) the first day of the next Billing Cycle where your Billing Cycle is monthly or (b) where your Billing Cycle is yearly, thirty (30) days after Thomson Reuters notifies you of such change or modification.

NO INVESTMENT ADVICE: You agree that (a) any Service is provided for informational purposes only, (b) any investment decisions you make are solely at your own risk, (c) Thomson Reuters shall not be responsible or liable for any trading or investment decisions made based on information provided by the Service, (d) the Service does not recommend any securities, financial products or instruments, nor does the Service provide any investment advice or opinion regarding the nature, potential, value, suitability or profitability of any particular security, portfolio of securities, transaction, investment strategy, or financial product, and (e) the Service does not provide tax, legal or investment advice.

WARRANTY DISCLAIMER: YOU EXPRESSLY AGREE THAT YOUR USE OF ANY SERVICE IS AT YOUR SOLE RISK. NEITHER THOMSON REUTERS, NOR ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, NOR ANY THIRD PARTY INFORMATION PROVIDERS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR HAVE 100% UPTIME NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF THE CONTENT OR ANY INFORMATION PROVIDED THROUGH ANY SERVICE.

You are reminded that the Internet is publicly accessible and liable to failure and delays and therefore Thomson Reuters cannot guarantee the arrival of messages over the internet, nor the security of Thomson Reuters’ services that use the internet. Thomson Reuters is not responsible for any third party software being used by you in relation to this Service where Thomson Reuters does not itself directly provide such third party software to you. Thomson Reuters is not liable for matters beyond its reasonable control, such as problems with telecommunications networks, computer viruses, unauthorized access or issues related to your security arrangements.

ANY SERVICE IS PROVIDED ON AN AS IS BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICE OR AGAINST INFRINGEMENT, WARRANTIES OF TITLE OR IMPLIED WARRANTIES (BY LAW OR OTHERWISE) OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.

LIMITATION OF LIABILITY: TO THE EXTENT PERMITTED BY THE LAWS APPLICABLE TO THESE TERMS, THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LABOR DISPUTE, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR AN AUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF A RECORD, OR ACT OF GOD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOUR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.

TO THE EXTENT PERMITTED BY LAWS APPLICABLE TO THESE TERMS, IN NO EVENT SHALL THOMSON REUTERS OR ANY OF ITS AFFILIATES, AGENTS OR THIRD PARTY INFORMATION PROVIDERS BE LIABLE FOR:

ANY DAMAGES INCURRED BY YOU OR ANY THIRD PARTY INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF YOUR DATA, TRADING LOSSES, ECONOMIC LOSS OR LOST PROFITS) ARISING OUT OF THE USE OF OR INABILITY TO USE ANY SERVICE UNLESS CAUSED BY THOMSON REUTERS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (IN WHICH CASE THE LIABILITY SHALL NOT EXCEED 12 MONTH’S SERVICE FEES OR IF THE SERVICE IS FREE OF CHARGE $1000 IN TOTAL FOR EACH SERIES OF CONNECTED EVENTS OR $2000 IN ANY 12 MONTHS); OR
ANY LOSS WHICH IS NOT REASONABLY FORESEEABLE HOWSOEVER CAUSED.

EVALUATION PERIODS: In some circumstances Thomson Reuters may make the Service or any part available to you on an evaluation or pilot basis. In these circumstances, Thomson Reuters specifically alerts you to the fact that outages may occur, content changes may occur and/or navigation may be discontinued. Thomson Reuters does not guarantee that a final Service based on the evaluation Service will be released or that it will be the same or similar to the evaluation or pilot Service.

DOWNLOADS: YOU ARE RESPONSIBLE FOR ENSURING THAT YOUR COMPUTER ENVIRONMENT IS PROPERLY PREPARED TO RECEIVE ANY DOWNLOAD OF SOFTWARE FROM THE SITE. THOMSON REUTERS DOES NOT GUARANTEE THAT ANY SOFTWARE WILL PERFORM SATISFACTORILY WITH ANY HARDWARE OR SOFTWARE USED BY YOU. YOU AGREE THAT THOMSON REUTERS WILL NOT BE RESPONSIBLE FOR ANY REDUCED PERFORMANCE OF ANY SERVICE OR LOSS (INCLUDING LOSS OF DATA) OR DAMAGE WHICH IS DUE TO YOUR ADDING TO OR ACCESSING ANY SOFTWARE DOWNLOADED FROM THE SITE IN CONJUNCTION WITH ANY SYSTEM, SOFTWARE, DATA OR EQUIPMENT.

IF YOU ARE SUBSCRIBING TO METASTOCK XENITH, YOU WARRANT AND REPRESENT THAT (A) IN ACCESSING AND USING ANY SERVICE YOU ARE DOING SO ONLY FOR YOUR PERSONAL, NON-COMMERCIAL USE AND WILL NOT COPY, MODIFY, ADAPT, PUBLISH, RETRANSMIT, REDISTRIBUTE, LEND, SELL, SUBLICENSE, OR OTHERWISE USE OR TRANSFER THE INFORMATION EXCEPT AS OTHERWISE PERMITTED IN THIS AGREEMENT, (B) YOU WILL NOT USE ANY INFORMATION CONTAINED IN THE SERVICE IN CONNECTION WITH ANY BUSINESS OR COMMERCIAL ENTERPRISE, INCLUDING WITHOUT LIMITATION, ANY SECURITIES, INVESTMENT, ACCOUNTING, BANKING, LEGAL OR MEDIA BUSINESS OR ENTERPRISE AND (C) THE DETAILS/INFORMATION PROVIDED BY YOU TO THOMSON REUTERS OR ITS AGENTS ARE AND WILL CONTINUE TO BE ACCURATE AND YOU HAVE THE RIGHTS TO PROVIDE SUCH INFORMATION.

YOU INDEMNIFY THOMSON REUTERS FOR ANY LOSSES, COSTS, CLAIMS OR EXPENSES IT SUFFERS AS A RESULT OF YOUR BREACH OF THIS AGREEMENT OR AS A RESULT OF YOUR TRADING OR YOUR OTHER ACTIVITY VIA THE SERVICE.

HYPERLINKS: You may, through hypertext or other computer "links", gain access to other sites which are not part of this Site. Thomson Reuters assumes no responsibility or liability for any material outside of the Site which may be accessed through any such "link". The provision by Thomson Reuters of a link to another site does not constitute an authorization by Thomson Reuters to access materials at that site or an endorsement by Thomson Reuters of any such material.

GOVERNING LAW AND JURISDICTION: THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF STATE OF NEW YORK. BOTH PARTIES CONSENT TO THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF NEW YORK, AND OF ANY COURT TO WHICH AN APPEAL THEREFROM MAY BE TAKEN.

EXPORT AND COMPLIANCE WITH LAWS: You agree to fully comply with all applicable laws and export regulations. Permanent or temporary residents of the following embargoed countries are not entitled to register for or access the Service: Cuba; Iran; Iraq; Libya; North Korea; Sudan and Syria. Thomson Reuters may terminate this Agreement with immediate effect if you breach these provisions.

GENERAL: (a) To the extent permitted by laws applicable, this Agreement, the Documentation and any statements in respect of test or evaluation periods represent the final, entire and exclusive agreement between you and Thomson Reuters relating to any Service and supersede all other prior agreements or understandings relating to any Service. (b) Delay or failure by either party in enforcing this Agreement at any time will not constitute a waiver by that party of its rights or remedies. (c) Thomson Reuters may modify any of the terms of this Agreement at any time by notifying you of any changes by email. Any such changes will be effective from 24 hours after emailing by Thomson Reuters. You may terminate this Agreement by notice to Thomson Reuters if the modification results in a substantial change to your ability to use any Service with effect from (i) the first day of the next Billing Cycle where your Billing Cycle is monthly or (ii) where your Billing Cycle is annual, thirty (30) days after Thomson Reuters notifies you of such modification. (d) If any part of this Agreement is held to be invalid or unenforceable, the validity or enforceability of the remainder will not be affected. (e) You may not assign any of your rights and obligations under this Agreement or any part of it and any assignment made by you shall be ineffective. You agree that Thomson Reuters may assign any or all of its rights and obligations to any member of the Thomson Reuters group of companies. (f) Any e-mail which Thomson Reuters sends you in respect of the Service shall be deemed effective within 24 hours.

SUPPORT: Thomson Reuters provides certain information and support in respect of any Service as detailed in at www.metastock.com.

DEFINITIONS:

Agreement means these terms of use as may be amended from time to time, together with any Order Confirmation.

Billing Cycle means each monthly or annual period commencing on the date Thomson Reuters accepts your registration details and sends you an email containing your user id and password.

Documentation means any specific rules, code of conduct, Rule Books, Certificate Policies or Certificate Practice Statements or similar documentation Thomson Reuters issues in relation to the Service.

Fees means the fees charged by Thomson Reuters from time to time for the supply of the Service.

Information means all and any information and other content, whether static or changing, which is provided by Thomson Reuters as part of any Service.

Thomson Reuters means Thomson Reuters (Markets) LLC or any successor, located at 90 South 400 West, Suite 620, Salt Lake City, UT 84101, USA.

Order Confirmation means the details of any order for a Service placed by you through the Site or through any other means made available by Thomson Reuters.

Site means the website through which you access the service and accompanying pages.

Service means any of the following services which the User has subscribed to: MetaStock XENITH, Thomson Reuters DataLink, Thomson Reuters MetaStock, or Thomson Reuters MetaStock Pro, including any Software, Documentation and/or Information and any Security Features included in such Service.

Security Features means any passwords, PIN key, smartcard, physical token or similar or related data or feature.

Software means any software provided as part of or in connection with a Service.