End-User License Agreement ("Agreement" or "EULA") ================================================ Please read this End-User License Agreement carefully before using the Smart Trading Journal. Interpretation and Definitions ============================== Interpretation ---------------- The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural. Definitions ------------- For the purposes of this End-User License Agreement: * Agreement means this End-User License Agreement that forms the entire agreement between You and Smart Trading Journal regarding the use of the Smart Trading Journal. * Application means the MS Excel based Spreadsheet Smart Trading Journal and its xll Add-In provided by Smart Trading Journal downloaded by You * Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Smart Trading Journal. * Content refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content. * Device means any device that can access the Application such as a computer, a cellphone or a digital tablet. * Third-Party Services means any services or content (including data, information, applications and other products services) provided by a third-party that may be displayed, included or made available by the Application. * You means the individual accessing or using the Application or the company, or other legal entity on behalf of which such individual is accessing or using the Application, as applicable. Acknowledgment ============== By downloading or using the Application, You are agreeing to be bound by the terms and conditions of this Agreement. If You do not agree to the terms of this Agreement, do not download or do not use the Application. This Agreement is a legal document between You and the Company and it governs your use of the Application made available to You by the Company. The Application is licensed, not sold, to You by the Company for use strictly in accordance with the terms of this Agreement. License ======= Scope of License -------------------- The Company grants You a subscription-based, revocable, non-exclusive, non-transferable, limited license to download, install and use the Application strictly in accordance with the terms of this Agreement. The license that is granted to You by the Company is solely for your personal, non-commercial purposes strictly in accordance with the terms of this Agreement. You agree that in case You fail to comply with any provision of this Agreement your license may be invalidated instantly by Us. The Application version is formalized by a three-digit system, e.g. version 4.0.236 The major version corresponds to the first digit in the version number. A single license is valid for the specific major version You purchased and all subsequent version updates of this major version which correspond to second and third digit changes. Rights ======= Installing/Using the Application ------------------------------------ We grant the right to install and use copies of the Application by You on a computer running a validly licensed copy of Microsoft Excel for which the Application was designed. The Application is only usable after a valid personal license code has been provided which You received after purchase by Us. Updating the Application ---------------------------- We may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, and other modifications ("Updates"). Updates comprise such modifications to the particular major version of the licensed Application only and qualify not for an update to a higher or newer major version release. Updates correspond to a second or third digit change in the version number of the Application. Updates may modify or delete certain features and/or functionality of the Application. You agree that We have no obligation to provide or continue to provide You with any Updates or enable any particular features and/or functionality. You further agree that all Updates are deemed to constitute an integral part of the Application, and are subject to the terms and conditions of this Agreement. Modifications to the Application ------------------------------------ We reserve the right to modify, suspend, or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to You. Customer Support Service ------------------------------- We may provide support service for You related to the Application. Any supplemental Application code provided to You as part of Customer Support Service shall be considered part of the Application and subject to the terms and conditions of this Agreement. With respect to technical information You provide to Us as part of Customer Support Service, We may use such information for Our business purposes, including the Application improvements and features development. We will not use such technical information in a form that personally identifies You. Any feedback, comments, ideas, improvements, or suggestions provided by You to Us with respect to the Application shall remain Our sole and exclusive property. We shall be free to use, copy, modify, publish, or redistribute the suggestions for any purpose and in any way without any credit or any compensation to You. We only provide support in respect of your use of the Application. For the avoidance of doubt, this support does not extend to assistance with generic issues and questions relating to Microsoft Office applications. Restrictions =========== You agree not to, and You will not permit others to: Limitations on Reverse Engineering, De-compilation, Disassembly and Modification ------------------------------------------------------------------------------------------------ You may not modify, reverse engineer, decompile, or disassemble the Application, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. Limitation on Installations ------------------------------- The Application is licensed as a single product. It may not be installed or used on more than ten computers by You. System Requirements -------------------------- You acknowledge that the Application is created for and only functioning on a Windows 10 OS or later in conjunction with the standalone Microsoft Excel Version 16.0 or later application with dynamic arrays support and the .NET 4.7 Framework or later. Mac and Linux support is not available. Trademarks --------------- This Agreement does not grant You any rights in connection with any Our trademarks or service marks. Rental -------- You may not rent, lease, or lend the Application. Sublicense ------------- You may not sublicense the license of the Application. Any attempt to sublicense any of the rights, duties, or obligations hereunder is void. Trial/Demo Version ================ Subject to the terms and conditions of this EULA, the Company grants to You a non-exclusive license to install a copy of the Trial Version of the Application on a single Computer strictly for your internal evaluation and review purposes and not for production purposes. You shall not use the Trial Version for a purpose other than the sole purpose of determining whether to purchase a license to the Software. Your licensed rights to install and use a copy of the Trial Version of the Application under this section will immediately terminate upon that You purchase a license to the Application. We reserve the right to terminate your license to a copy of the Trial Version of the Application at any time in its sole discretion. To the extent that any provision in this section is in conflict with any other term or condition in this EULA, this section shall supersede such other terms and conditions with respect to the Trial Version of the Application only, but only to the extent necessary to resolve the conflict. You acknowledge that the trial version of the Application may have limited features, function for a limited period of time, and/or have other limitations not present in a non-trial version of the Application. Notwithstanding anything to the contrary in this EULA, the trial version of the Application is provided to You on an "as is" basis, and We disclaim any warranty or liability obligations to You of any kind. Copyright and intellectual property =========================== All title and copyrights in and to the Application (including but not limited to any images, demos, source code, intermediate files, packages, photographs, distributables, animations, video, audio, music, text incorporated into the Application, the accompanying printed materials, and any copies of the Application), unless otherwise stated, are owned by Us. The Application is protected by copyright laws and international treaty provisions. The Application, including without limitation all copyrights, patents, trademarks, trade secrets, and other intellectual property rights are, and shall remain, Our sole and exclusive property. Third-Party Services ==================== The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services. You acknowledge and agree that the Company shall not be responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Company does not assume and shall not have any liability or responsibility to You or any other person or entity for any Third-party Services. You must comply with applicable Third parties' Terms of agreement when using the Application. Third-party Services and links thereto are provided solely as a convenience to You and You access and use them entirely at your own risk and subject to such third parties' Terms and conditions. Term and Termination ==================== This Agreement shall remain in effect until terminated by You or the Company. The Company may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice. This Agreement will terminate immediately, without prior notice from the Company, in the event that You fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Application and all copies thereof from your Device or from your computer. Upon termination of this Agreement, You shall cease all use of the Application and delete all copies of the Application from your Device. You acknowledge that your personal license may be invalidated upon termination of this Agreement. Termination of this Agreement will not limit any of the Company's rights or remedies at law or in equity in case of breach by You (during the term of this Agreement) of any of your obligations under the present Agreement. Indemnification =============== You agree to indemnify and hold the Company and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your: (a) use of the Application; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which case You will assist and cooperate with Us in asserting any available remedies. You agree not to resolve any matter without Our prior written consent. We will use reasonable efforts to notify You of any such request, action, or proceeding as soon as We become aware of it. No Warranties ============= The Application is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Application, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Application will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected. Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Application, or the information, content, and materials or products included thereon; (ii) that the Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Application; or (iv) that the Application, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components. Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law. To the extent any warranty exists under law that cannot be disclaimed, the Company shall be solely responsible for such warranty. Limitation of Liability ======================= Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You for the Application or through the Application or 100 USD if You haven't purchased anything through the Application. To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Application, third-party software and/or third-party hardware used with the Application, or otherwise in connection with any provision of this Agreement), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You. Severability and Waiver ======================= Severability -------------- If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Waiver -------- Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach. You hereby forever discharge and release Us, Our employees, and Our contractors from, and hereby waive and relinquish, each past, present and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, and/or that relates directly or indirectly to the Application or any error, omission, interruption, deletion, defect, delay in operation and/or transmission, communications line failure, theft and/or destruction and/or unauthorized access. If You are a California resident, You hereby waive California civil code section 1542 in connection with the foregoing, which states: "a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her, must have materially affected his or her settlement with the debtor". Product Claims ============== The Company does not make any warranties concerning the Application. United States Legal Compliance ============================== You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties. Changes to this Agreement ========================= The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material We will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of the Company. By continuing to access or use the Application after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use the Application. Governing Law ============= This Agreement and your use of the Application shall be governed by the law of a European Union Member State and in particular by the laws of the German Federal Republic, excluding its conflicts of law rules. Your use of the Application may also be subject to other local, state, national, or international laws. Entire Agreement ================ The Agreement constitutes the entire agreement between You and the Company regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between You and the Company. You may be subject to additional terms and conditions that apply when You use or purchase other Company's services, which the Company will provide to You at the time of such use or purchase. Contact Us ========== If You have any questions about this Agreement, You can contact Us: By email: contact@smart-trading-journal.com Last updated: May 10, 2023