License Agreement

Modulus Financial Engineering
Real-time Market Data (RMD) Server™

LICENSE AGREEMENT

The following license agreement governs your use of Modulus Financial Engineering products. Please read this agreement carefully before using the software.

THIS LICENSE AGREEMENT (the "Agreement") is entered by and between Modulus Financial Engineering (herein referred to as "MFE") and the Receiving Party (you).

1. TERMS AND CONDITIONS

BY COPYING OR OTHERWISE USING MFA SOURCE CODE FILES OR COMPONENTS, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. Upon your acceptance of the terms and conditions of the License Agreement, you are granted the use of the source code or component in the manner provided below. The source code is the intellectual property of MFA and is protected by copyright law and international copyright treaty. Therefore, you must use this source code like any copyrighted material (such as copyrighted music, art, or books). Except as provided in the License Agreement, you may not transfer, rent, lease, lend, modify, translate, sublicense, time-share or electronically transmit or receive the source code, media or documentation.

2.A USAGE AND REDISTRIBUTION

YOU MAY NOT, UNDER ANY CIRCUMSTANCE, REDISTRIBUTE THE SOURCE CODE, THE .LIC LICENSE FILE OR IN ANY WAY LICENSE THE PRODUCT FOR THE DEVELOPMENT ENVIRONMENT ON MORE THAN ONE MACHINE!

AGAIN: YOU MAY *NOT* REDISTRIBUTE THE .LIC LICENSE FILE OR SOURCE CODE. CIVIL AND/OR CRIMINAL PENALTIES WILL BE ENFORCED.

You may include the source in COMPILED form (*.exe, *.dll, *.ocx, *.so, *.jar and *.class files). You may not distribute image files of the output from any of our products via the Internet or by means of any other network. To do so, you must acquire a separate ENTERPRISE license from MFE. If you own a license to the product's source code, you may modify the source code to adapt it to your needs, however you may only redistribute the compiled form of the modified source code. You are not allowed to redistribute any original or modified source code file. You are not allowed to copy and paste source code into external classes. All source code is copyrighted and may only be used within the original classes!

You may not resell, rent, lease or distribute the source code OR compiled components alone, they must be distributed as a component of an application and bundled with an application or with the application's installation files. You may not call the source code or compiled components from a scripting language or wrap the component using a wrapper object (for this purpose, to "wrap" or use a "wrapper" means that in which an object is wrapped in other code as an interface between the caller, the MFE product, and the wrapped code) You may not resell, rent, lease or distribute the source code or components in any way that would directly compete with MFE. All source code provided by MFE that is distributed with an application must be compiled or password protected to the extent that only the licensed software developer(s) may obtain access to it. Reverse engineering, reverse compiling, or disassembly of the Software is expressly prohibited.

2.B DATA REDISTRIBUTION

MFE assumes no responsibility for redistribution of market data. It is assumed that the Receiving Party has proper licensing to redistribute data from the Receiving Party's data vendor and has licensed redistribution rights from the exchanges such as the NYSE, NASDAQ, CBOT, etc.

3. DEVELOPMENT ENVIRONMENT

The development environment requires one (1) license per developer, and at least one license per client, company, or distributor. You may not use the MFE source code or MFE components for consulting purposes. Additional developer and client licenses may be purchased at a discount from MFE. Contact sales@modulusfe.com for details.

4. NON-COMPETE

You shall not own, manage, operate, consult or be employed in a business substantially similar to, or competitive with the present business of MFE or such other business activity in which MFE may substantially engage during the term of this agreement.

5. TRADE SECRETS

You acknowledge and agree that the structure, sequence and organization of the source code contains valuable trade secrets of MFE. You agree to hold such trade secrets in confidence.

6. INTELLECTUAL PROPERTY

The software, including without limitation all design, text, images, white papers, press releases, and other information, is protected under United States and international copyright laws and is owned by MFE or used under license from the copyright owner. The information may not, except under written license from MFE, be copied, reproduced, transmitted, displayed, performed, distributed, rented, sublicensed, altered, stored for subsequent use or otherwise used in whole or in part in any manner without MFE's prior written consent, except to the extent that such use is authorized under the United States copyright laws. MFE trademarks, logos, images, and service marks used in the software are the property of MFE and may not be used without permission from MFE and then only with proper acknowledgment.

7. NO REPRESENTATIONS OR WARRANTIES

MFE assumes no responsibility for, and makes no representations with respect to, the accuracy of the software. Therefore, all data displayed by MFE products are presented "AS IS" and MFE EXPRESSLY DISCLAIMS ANY IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RELATING TO SUCH MATERIAL. IN NO EVENT SHALL MFE BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES RESULTING FROM THE USE OF, OR RELIANCE ON, THE INFORMATION PRESENTED, OR LOSS OF PROFITS OR REVENUES. THE SOURCE CODE AND DOCUMENTATION ARE PROVIDED "AS IS". MFE MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOURCE CODE, SOFTWARE AND DOCUMENTATION PROVIDED ARE FREE OF ERRORS OR VIRUSES OR THAT THE SOFTWARE AND DOCUMENTATION ARE SUITABLE FOR YOUR INTENDED USE. LIMITATION OF LIABILITY: IN NO EVENT SHALL MFE OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF DATA OR DATA BEING RENDERED INACCURATE, LOSS OF PROFITS OR REVENUE, OR INTERRUPTION OF BUSINESS IN ANY WAY ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE SOFTWARE AND/OR DOCUMENTATION, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF ANY REPRESENTATIVE OF MFE OR ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER OF LIABILITY FOR DAMAGES WILL NOT BE AFFECTED BY ANY FAILURE OF THE SOLE AND EXCLUSIVE REMEDIES HEREUNDER.

8. GOVERNING LAW

The internal laws of the State of Arizona, without reference to any choice of law provisions, shall govern any claims relating to MFE. MFE may: (a) revise the terms and conditions of this Agreement; (b) revise its license billing rates and surcharges; and (c) modify the services provided under this Agreement at any time. Any such revisions and modifications shall be binding and effective immediately on posting the revised Agreement on MFE's home page, or on notification to you by e-mail or United States mail.

9. TERM OF AGREEMENT

This Agreement shall be binding and effective immediately, and continue until you cease to use the software and all copies or original software are completely destroyed, unless otherwise specifically provided herein.

10. LICENSE TERMINATION

If MFE determines that you are in violation of this Agreement, any restriction or termination of your license will be effective immediately, without prior notice. You agree that MFE will have no liability to you for any restriction or termination of your license or refund of monies paid for the license pursuant to such violation. YOU AGREE THAT IF MFE TERMINATES YOUR LICENSE AS A RESULT OF YOUR VIOLATION OF THIS AGREEMENT, YOU FORFEIT ANY RIGHT TO A REFUND OF ANY LICENSE CHARGES, SUCH FORFEITURE BEING AGREED TO BY YOU AND MFE AS LIQUIDATED DAMAGES AND NOT AS A PENALTY.