Confidentiality Agreement
B4 SIGNALS CONFIDENTIALITY AGREEMENT
THESE TERMS AND CONDITIONS CONTAIN IMPORTANT INFORMATION REGARDING YOUR RESPONSIBILITIES AND OBLIGATIONS IN CONNECTION WITH YOUR USE OF THE CONFIDENTIAL INFORMATION AND INDICATORS PROVIDED BY OUR SERVICES.
PLEASE READ THESE TERMS CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT SIGN UP FOR PREMIUM SERVICES. BY CONTINUING, YOU AGREE TO THESE TERMS AND CONDITIONS.
TopTech Digital, LLC., B4 Trading Community, and or b4signals.com, hereafter referred to as ("TTD"), is willing to grant you, hereafter referred to as “You” or “the User”, a limited license to have access to PREMIUM B4 INDICATORS in the form of source code, hereafter referred to as “Software”, for certain trading platforms only upon the condition that you accept all of the terms in this license agreement. Before you access the Software, read the terms and conditions of this license agreement carefully. By opening or accessing any Software, you are consenting to be bound by and are becoming a party to this license agreement. If you do not agree with the terms and conditions of this agreement, TTD is unwilling to license Software to you.
TTD provides the software in source code form, and any related materials (the "Software") and licenses its use to you.
1. GRANT OF LICENSE
TTD hereby grants to the User and the User hereby accepts a nontransferable and nonexclusive limited license to use the Software under the terms of this License Agreement, without accompanying services or support. The license granted herein is further subject to the following conditions:
a. You agree that the Software and documentation provided by TTD is confidential, and You shall take all reasonable precautions to protect the source code and documentation, and preserve its confidential, proprietary and trade secret status in perpetuity.
b. You agree that a breach of your obligations to protect TTD's Software may cause immediate and irreparable harm to TTD, which cannot be adequately compensated by monetary damages. Accordingly, any breach or threatened breach of confidentiality shall entitle TTD to seek preliminary and permanent injunctive relief in addition to such remedies as may otherwise be available to TTD.
c. The User may not repackage the Software or any related product for the purpose of serving the Software or related functionality to third parties without obtaining the prior express written consent of TTD.
d. The license granted herein is personal and cannot be transferred without obtaining the prior written consent of TTD. The rights granted to the User under this Agreement are extended only to the individual identified herein. The User may not sublicense or transfer the Software to any other entity, including other sites, corporate affiliates, subsidiaries, or parent corporations.
e. Confidentiality defined in the entirity of this agreement for the Software shall survive and always be enforced even if any membership or engagement between the parties is terminated.
2. TTD’S RIGHTS
The User acknowledges that the Software constitutes valuable copyrighted intellectual property. By accepting this License, the User does not become the owner of the Software. The User has the limited right to use the Software as set forth in this License Agreement. The User agrees not to provide or otherwise make available the Software in any form to any person or entity without prior written consent of TTD, except as provided in this Agreement.
3. USER’S AGREEMENT
Except as provided in this Agreement, the User agrees not to copy the Software received from Licensor in whole or in part. The User may copy the Software in whole or in part for personal use only. The original and all copies made by the User, in whole or in part, shall be and remain the property of TTD.
4. LIMITED WARRANTY
THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOUR ENTIRE AND EXCLUSIVE REMEDY SHALL BE GOVERNED BY PARAGRAPH 5 HEREOF.
5. LIMITATION OF REMEDIES
IN NO EVENT WILL TTD OR ITS REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT OR OTHER DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF LICENSOR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL LICENSOR BE LIABLE FOR ANY CLAIM BY ANY OTHER PARTY.
6. GOVERNING LAW
This License Agreement is to be governed by and construed in accordance with the laws of the State of Louisiana, U.S.A. If any provision of this License Agreement in any way contravenes the laws of the state or jurisdiction where this License Agreement is to be performed, such provision shall be deemed to be deleted and, if any term is this License Agreement shall be declared in a final adjudication to be illegal or contrary to public policy, it shall not affect the validity of any other term or provision of the License Agreement. The User and Licensor hereby agree that any action in law or in equity arising under this Agreement shall be filed in and only in the District Court of the State of Louisiana or the United States District Courts in Louisiana. The parties hereby consent and submit to the personal jurisdiction of such courts for purposes of litigating any such action.
7. ATTORNEY FEES
If any legal action or arbitration shall be instituted by either party to this License Agreement against the other party with respect to the subject matter of this License Agreement, the prevailing party may be entitled to recover, in addition to any other relief, reasonable attorney’s fees and expenses to the extent granted by a court of competent jurisdiction.
8. ACCEPTANCE
In addition to executing this Agreement and submitting payment, any one of the following will also meet the definition of ACCEPTANCE.
a. Packaged Software: By opening the Software, you agree to all of the terms of this license Agreement. If you do not agree to these license terms and conditions, please return the software to TTD.
b. Internet Download: By clicking on “Yes, I Agree” (or similar language) below, you agree to all the terms and conditions of this license agreement. If you do not agree to all these license terms and conditions, click on “No, I do not Agree” (or similar language) to exit and terminate the registration process.
9. EXPORT REGULATIONS
The Software, including technical data, is subject to U.S. export control laws, and may be subject to export or import regulations of other countries. Licensee agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software. Software may not be downloaded, or otherwise exported or re-exported (i) into, or to a national or resident of, Cuba, Iraq, Iran, North Korea, Libya, Sudan, Syria, or any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nations or the U.S. Commerce Department’s Table of Denial Orders.
10. ENTIRE AGREEMENT
This License Agreement constitutes the entire agreement between the parties and may not be modified except in writing signed by both parties hereto.
11. NO TRANSFER
None of your rights, duties or obligations under this Agreement may be sold, sublicensed, assigned, rented, leased, loaned or otherwise transferred without the prior written consent of Licensor and any attempt to do so is void.
12. YOU ACKNOWLEDGE THAT
a. YOU HAVE READ THIS ENTIRE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS;
b. THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE UNDERSTANDING AND CONTRACT BETWEEN US AND SUPERSEDES ANY AND ALL PRIOR ORAL OR WRITTEN COMMUNICATIONS RELATING TO THE SUBJECT MATTER HEREOF;
AND
c. THIS AGREEMENT MAY NOT BE MODIFIED, AMENDED OR IN ANY WAY ALTERED EXCEPT BY A WRITTEN AGREEMENT SIGNED BY TTD.