TTW-TradeFinder Software Subscription Agreement

When subscribing to TTW Trading Service Ltd. Software, you agreeing to the services’ subscription agreement shown below for the product(s) you have selected:

TTW-TradeFinder Basic for Bookmap™

TTW-TradeFinder Pro for Bookmap™

TTW Trading Services Ltd. SOFTWARE SERVICE SUBSCRIPTION AGREEMENT

PLEASE CAREFULLY REVIEW THE FOLLOWING END USER LICENSE AGREEMENT OF TTW Trading Service Ltd. (HEREINAFTER “TTW”) AND ANY AND ALL TERMS OF USE THAT REFERENCE THIS AGREEMENT (HEREINAFTER ”AGREEMENT”). THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN SUBSCRIBER AND TTW (AS DEFINED BELOW). THIS AGREEMENT EXPRESSLY INCORPORATES ANY AND ALL TERMS OF USE THAT REFERENCE THIS AGREEMENT. THIS AGREEMENT GOVERNS ALL USE OF TTW Trading Service Ltd. RANGE OF SERVICES, SOFTWARE AND ANY ASSOCIATED DOCUMENTATION, BOTH ONLINE AND OFFLINE.

BY CLICKING “I AGREE” OR BY DOWNLOADING OR OTHERWISE USING THE SOFTWARE OR SERVICES, SUBSCRIBER CONSENTS TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF SUBSCRIBER DOES NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, SUBSCRIBER SHALL IMMEDIATELY STOP USING THE SERVICES AND / OR SOFTWARE.

IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND ANY TERMS OF USE, THE TERMS OF THIS AGREEMENT SHALL PREVAIL AND CONTROL.

TTW Trading Service Ltd. may modify the terms of this Agreement from time to time and shall post the most current version at www.ttwtrader.com; it is Subscriber’s responsibility to monitor and stay informed of any changes that Subscriber’s continued use of the services following modification of this Agreement shall constitute and Subscriber herewith consents to be bound by the modified Agreement. The Software is licensed and not sold. During a Subscription Period and subject to the due payment by Subscriber and receipt by TTW of all due and payable Subscription Fees, TTW grants Subscriber a revocable, limited, non-transferable, non-exclusive license to access the TTW Software Services and use the services pursuant to the terms of this Agreement.

SUBSCRIPTION AGREEMENT

I agree to subscribe to the services that I have selected on a monthly basis commencing on the initial subscription date at the monthly subscription rate for the selected services until I provide notice of cancellation in writing to TTW.

TTW Trading Services Ltd. reserves the right to increase my “Subscription Price per Month” subscription rate upon written notice to me given not less than sixty (60) days before the effective date of such increase. Subscription Fees are non-refundable if Subscriber cancels or if the Subscription is terminated for cause.

I UNDERSTAND THAT AN ACTIVE SUBSCRIPTION IS REQUIRED TO USE THE SOFTWARE AND TO OBTAIN TECHNICAL SUPPORT, INCLUDING, BUT NOT LIMITED TO, ACTIVATION, RE-ACTIVATION AND AUTHORIZED TRANSFER BY LICENSEE OF THE SOFTWARE TO ANOTHER COMPUTER, and that I may cancel my order for subscription services at any time in writing. Further terms and conditions are contained in the TTW Trading Services Ltd. Software License Subscription Agreement below.

TTW SOFTWARE LICENSE SUBSCRIPTION AGREEMENT

This Agreement is a subscription contract for services setting forth the terms and conditions of the license to use TTW-TradeFinder SOFTWARE FOR BOOKMAP™, as defined below. Additional terms and restrictions as to use of the Software by Licensee are contained in the respective TTW Trading Services Ltd. (hereinafter “TTW”) End-User License Subscription Agreement(s) and are incorporated herein by reference. It is understood that this Agreement shall have been executed by a person having the legal capacity to bind the firm and its partners, associates, shareholders or members. This Agreement is terminable by either party pursuant to the terms contained herein and, unless otherwise terminated consistent herewith, shall automatically renew from month to month.

SOFTWARE:

The term “Software” shall mean all TTW-TradeFinder FOR BOOKMAP™ SOFTWARE or any or all thereof, as applicable, and any other computer software or electronic files provided by TTW to Licensee under the terms of this Agreement.

LICENSEE:

The term “Licensee” shall mean the individual customer or customer firm to whom is granted the License(s) under the terms of this Agreement.

CONTACT PERSON:

The term “Contact Person” shall mean the person designated by the Licensee, if another, to receive all notices or other information regarding or affecting the License(s) or the Software. Licensee agrees to provide to TTW with the name, address, telephone number and email address of said Contact Person and any changes thereto.

PAYMENT TERMS AND TERMINATION:

This monthly subscription contract for services is payable by means of a Monthly Subscription Fee, which fee shall be chargeable and accrue on or about the same business day of each month until termination of this Agreement by TTW or until Licensee notifies TTW of, and TTW receives, notice of termination by Licensee in writing. Payment of Monthly Subscription Fees shall be made automatically by means of a charge by TTW TRADING SERVICES LTD. against Licensee’s bank debit or credit card account, and Licensee agrees to keep said account current and in good standing such that charges against the same may be collected; and further, to provide TTW promptly of any change in account number, date of expiration or any other information necessary to ensure uninterrupted processing of said monthly payment.

Subscription Fees are non-refundable if Subscriber cancels or if the Subscription is terminated for cause. TTW is not obligated to prorate or to refund any accrued Monthly Subscription Fees. Monthly Subscription Fees are due and payable to TTW about the same business day of each month in advance without demand (hereinafter “Due Date”). Any Monthly Subscription Fees that are due and payable to, and not received by, TTW by the Due Date shall be considered delinquent. TTW retains the right to, and shall, terminate Licensee’s access to the Software in the event that Licensee is delinquent as defined above. AN ACTIVE SUBSCRIPTION IS REQUIRED TO USE THE SOFTWARE OR TO OBTAIN TECHNICAL SUPPORT, INCLUDING, BUT NOT LIMITED TO, ACTIVATION, RE-ACTIVATION, REGISTRATION, RE-REGISTRATION AND AUTHORIZED TRANSFER BY LICENSEE OF THE SOFTWARE TO ANOTHER USER, AND TERMINATION OF LICENSEE’S SUBSCRIPTION FOR ANY REASON SHALL FORTHWITH SERVE TO DENY ACCESS TO THE SOFTWARE AND THESE SERVICES AS AFORESAID. Program updates are provided free of charge for all TTW-TradeFinder for Bookmap™ software products Licensees having.

ADDITIONAL TERMS

UPDATES:

Except as otherwise provided in this Agreement, while this Agreement is in effect, TTW shall provide Licensee with all applicable updates and upgrades for the Software at no additional charge. TTW reserves the right to provide updates and upgrades via Internet download. Current updates and upgrades shall not be made available to a Licensee who is delinquent as defined above.

ADDITIONAL SERVICES:

TTW provides training materials accessible within the Software and online at www.ttwtrader.com. TTW offers unlimited, toll-free customer support relative to the Software at no additional charge to current subscribers. TTW reserves the right to change, add or remove items from the list of Additional Services, whether free or chargeable, or to charge a fee for any Additional Service before its delivery and to deny the Additional Service to any Licensee for any reason in the sole discretion of TTW. These and other services may be offered to Licensee by mail, electronic mail, text messaging, telephone, facsimile, by means of the TTW web site or by any other method, at the sole discretion of TTW.

GRANT OF LICENSE:

TTW grants to Licensee such number of licenses to use the Software as to which Licensee shall subscribe. Licenses may be used on a computer network and/or individual stand-alone computers. One license is required for each authorized workstation whether on a network or stand-alone, regardless of number of users. Additional licenses may be added to Licensee’s Monthly Subscription Fee. In the event that Monthly Subscription Fee payments are not received as provided for in this Agreement, TTW may revoke the Grant of License in this Agreement without further notice to Licensee.

LIMITED WARRANTY:

THIS SOFTWARE IS PROVIDED “AS IS,” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TTW DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY AGAINST INFRINGEMENT, WITH REGARD TO THE SOFTWARE. THE ENTIRE RISK RELATED TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS ON THE LICENSEE. THIS LIMITED WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE OTHERS, WHICH VARY FROM COUNTRY/JURISDICTION TO COUNTRY/JURISDICTION.

In the event TTW fails to remedy material defects in the Software, Licensee’s exclusive remedy shall be, at TTW’s option, either (a) to receive a refund not to exceed the license fee paid hereunder for the current term of the Agreement, or (b) to correct the Software at TTW’s sole expense.

NO LIABILITY FOR DAMAGES OR TRADING LOSSES
(See also Disclaimer – TTWTrader).

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TTW BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF TRADING 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 TTW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES. BECAUSE SOME COUNTRIES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. 

GENERAL

In the event the terms of this Agreement conflict with any other representations, either express or implied, made by any person or contained within any materials supplied by TTW, the provisions of this Agreement shall prevail. All prices and terms are subject to change and TTW reserves the right to increase Licensee’s Monthly Subscription Fee rate upon written notice to Licensee given not less than sixty (60) days before the effective date thereof. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable then the provision shall be severed and the other provisions shall remain in full force and effect. Venue for any cause of action arising under or with this Agreement, shall be Rowley Regis, West Midlands, England.

Licensee’s acceptance of this Agreement constitutes express written consent for TTW Trading Services Ltd. to send information to Licensee or Licensee’s designee for any purpose via facsimile transmission or by text messaging to any wireless device number that Licensee or Licensee’s designee provides to TTW Trading Services Ltd., and constitutes express written consent for TTW Trading Services Ltd. to contact Licensee or Licensee’s designee via telephone or electronic mail, or via any wireless telephone number that Licensee or Licensee’s designee provides to TTW Trading Services Ltd.

Failure by TTW Trading Services Ltd. to exercise any of its rights under this Agreement shall not be construed as to waive TTW Trading Services Ltd. ability to exercise such rights thereafter.