TERASPACES SOFTWARE LICENSE TERMS

These license terms are an agreement between Teraspaces Inc. (or based on where you live, one of its affiliates) and you.  Please read them.  They apply to the software named above, which includes the media on which you received it, if any.  The terms also apply to any Teraspaces

·         updates,

·         supplements,

·         Internet-based services, and

·         support services

for this software, unless other terms accompany those items.  If so, those terms apply.

BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS.  IF YOU DO NOT ACCEPT THEM, DO NOT USE THE SOFTWARE.  INSTEAD, RETURN IT TO TERASPACES FOR A REFUND OR CREDIT.

1.    OVERVIEW.

a.    Software.  The software includes

·         QWFIX SDK; and

·         additional software that can be installed on devices and used with the QWFIX SDK.

b.    License Model.  The software is licensed based on:

·         the number of instances of QWFIX powered software that you run; and

·         the number of FIX sessions that access instances of the QWFIX software.

c.    Edition Specific Rights.  If you acquired the Evaluation Edition, you have limited evaluation rights as further explained in Section 2.  If you have acquired the Enterprise Edition, you have use rights as further explained in Section 3.

d.    Definition of Terms.

·         Instance of QWFIX Powered Software. You create an “instance” of QWFIX powered software by linking any part of QWFIX SDK library in your own proprietary application, either statically or dynamically. You also create an instance of QWFIX powered software by duplicating an existing instance.  References to software in this agreement include “instances” of the QWFIX powered software.

·         Run an Instance. You “run an  instance” of QWFIX software by loading it into memory and executing one or more of its instructions. Once running, an instance is considered to be running (whether or not its instructions continue to execute) until it is removed from memory.

·         FIX Session.  A FIX session is a TCP channel communicating the FIX protocol.

·         Assigning a Software License.  To assign a software license means simply to designate that license to an instance of QWFIX powered software.

e.    Product Identification Number.  The software may require a Product Identification Number.  That number will allow you to use the edition of the software you licensed.  You may have the option to upgrade the software by acquiring a license and a new Product Identification Number.

2.    USE RIGHTS AND LIMITATIONS ON EVALUATION EDITIONS. If you obtained the Evaluation Edition of the software, you may install and use any number of copies of the software on your devices.  You may use the Evaluation Edition of the software only to demonstrate and internally evaluate it.  The software is licensed “as-is.”  You bear the risk of using it.  The licensor gives no express warranties, guarantees or conditions.  You may have additional consumer rights under your local laws which this agreement cannot change.  To the extent permitted under your local laws, the licensor excludes the implied warranties of merchantability, fitness for a particular purpose and non-infringementty below are not applicable.  Sections 1.b. (License Model), 3. (Installation and Use Rights), 4.a. (FIX Session Licenses (FSLs)), 8 (Backup Copy), 9 (Documentation), 10 (Downgrade) and the limited warranty below are not applicable for Evaluation Edition.  Limited warranty below is not for Evaluation Edition. Because the software is provided “as is,” Teraspaces may not provide support services for it.  The term of this license for Evaluation Edition is 120 days from your initial installation of the software.

3.    INSTALLATION AND USE RIGHTS.

a.    Assigning the License to the software

                                          i.    Before you run any instance of the QWFIX powered software under a software license, you must assign that license to one of your QWFIX powered software instances. That instance is the licensed instance for that particular license. You may assign other software licenses to the same instance, but you may not assign the same license to more than one instance. A hardware partition or blade is considered to be a separate server.

                                        ii.    You may reassign a software license, but not within 24 hours of the last assignment.  If you reassign a license, the QWFIX powered software instance to which you reassign the license becomes the new licensed software instance for that license.

b.    Running Instances of the QWFIX Powered Software.  You may run one instance of the QWFIX powered software with proper FIX session license at a time.

c.    Running Instances of the Additional Software.  You may run or otherwise use any number of instances of additional software listed below on any number of devices.  You may use additional software only with instances of QWFIX powered software directly, or indirectly through other additional software.

·   QWFIX Repository Server

·   QWFIX Enterprise Manager

·   QWFIX RTAnalyzer

d.    Creating and Storing Instances on Your Servers or Storage Media.  You have the additional rights below for each software license you acquire.

·   You may create any number of instances of the QWFIX powered software and additional software.

·   You may store instances of the QWFIX powered software and additional software on any of your computers or storage media.

·   You may create and store instances of the QWFIX powered software and additional software solely to exercise your right to run instances of the QWFIX powered software under any of your software licenses as described above (e.g., you may not distribute instances to third parties).

4.    ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS.

a.    FIX Session Licenses (FSLs).

                                          i.    In addition to the QWFIX powered software license, you must acquire the appropriate FSL for each FIX session that accesses your instances of the QWFIX powered software instance.

                                        ii.    Your FALs permit access to instances of earlier versions, but not later versions, of the QWFIX powered software instance.

                                       iii.    Reassignment of FSLs.  You may permanently reassign your FSL from one software instance to another.

5.    INCLUDED TERASPACES PROGRAMS.  The software contains other Teraspaces programs.  The license terms with those programs apply to your use of them.

6.    THIRD PARTY COMPONENTS.  The software contains third party components, including Syncfusion™ Essential Studio redistributable libraries, DockPanel Suite by Weifen Luo, iText Sharp library, ZedGraph, Wizard Control by Cristi Potlog, Vista Controls by Pedro M. C. Cardoso and xDirectory by John Storer II. All rights reserved.

7.    SCOPE OF LICENSE.  The software is licensed, not sold. This agreement only gives you some rights to use the software.  Teraspaces reserves all other rights.  Unless applicable law gives you more rights despite this limitation, you may use the software only as expressly permitted in this agreement.  In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways.  You may not

·         work around any technical limitations in the software;

·         reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation;

·         make more copies of the software than specified in this agreement or allowed by applicable law, despite this limitation;

·         publish the software for others to copy; or

·         rent, lease or lend the software

8.    BACKUP COPY.  You may make one backup copy of the software media.  You may use it only to create instances of the software.

9.    DOCUMENTATION.  Any person that has valid access to your computer or internal network may copy and use the documentation for your internal, reference purposes.

10. DOWNGRADE.  Instead of creating, storing and using instances of the software, you may create, store and use instances of an earlier version.  This agreement applies to your use of the earlier version.  If the earlier version includes different components, any terms for those components in the agreement that comes with the earlier version apply to your use of them.  Teraspaces is not obligated to supply earlier versions to you. At any time, you may replace an earlier version with this version of the software.

11. TRANSFER TO A THIRD PARTY.  The end user of the software may not transfer it, this agreement, and FSLs, directly to a third party.

12. SUPPORT SERVICES.  Teraspaces provides support services for the software as described at http://www.qwtradingsystem.com/support.

13. ENTIRE AGREEMENT.  This agreement (including the warranty below), and the terms for supplements, updates, Internet-based services and support services that you use, are the entire agreement for the software and support services.

14. APPLICABLE LAW.

a.    United States.  If you acquired the software in the United States, New Jersey state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles.  The laws of the state where you live govern all other claims, including claims under state consumer protection laws, unfair competition laws, and in tort.

b.    Outside the United States.  If you acquired the software in any other country, the laws of that country apply.

15. LEGAL EFFECT.  This agreement describes certain legal rights.  You may have other rights under the laws of your state or country.  You may also have rights with respect to the party from whom you acquired the software.  This agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so.

16. LIMITATION ON AND EXCLUSION OF DAMAGES.  YOU CAN RECOVER FROM TERASPACES AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO THE AMOUNT YOU PAID FOR THE SOFTWARE. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES.

This limitation applies to

·         anything related to the software, services, content (including code) on third party Internet sites, or third party programs; and

·         claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.

It also applies even if

·         repair, replacement or a refund for the software does not fully compensate you for any losses; or

·         Teraspaces knew or should have known about the possibility of the damages.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.  They also may not apply to you because your country may not allow the exclusion or limitation of incidental, consequential or other damages.

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LIMITED WARRANTY

A.    LIMITED WARRANTY.  If you follow the instructions, the software will perform substantially as described in the Teraspaces materials that you receive in or with the software.

B.    TERM OF WARRANTY; WARRANTY RECIPIENT; LENGTH OF ANY IMPLIED WARRANTIES.  THE LIMITED WARRANTY COVERS THE SOFTWARE FOR ONE YEAR AFTER ACQUIRED BY THE FIRST USER.  IF YOU RECEIVE SUPPLEMENTS, UPDATES, OR REPLACEMENT SOFTWARE DURING THAT YEAR, THEY WILL BE COVERED FOR THE REMAINDER OF THE WARRANTY OR 30 DAYS, WHICHEVER IS LONGER.  If the first user transfers the software, the remainder of the warranty will apply to the recipient.

TO THE EXTENT PERMITTED BY LAW, ANY IMPLIED WARRANTIES, GUARANTEES OR CONDITIONS LAST ONLY DURING THE TERM OF THE LIMITED WARRANTY.  Some states do not allow limitations on how long an implied warranty lasts, so these limitations may not apply to you.  They also might not apply to you because some countries may not allow limitations on how long an implied warranty, guarantee or condition lasts.

C.    EXCLUSIONS FROM WARRANTY.  This warranty does not cover problems caused by your acts (or failures to act), the acts of others, or events beyond Teraspaces’ reasonable control.

D.    REMEDY FOR BREACH OF WARRANTY.  TERASPACES WILL REPAIR OR REPLACE THE SOFTWARE AT NO CHARGE.  IF TERASPACES CANNOT REPAIR OR REPLACE IT, TERASPACES WILL REFUND THE AMOUNT SHOWN ON YOUR RECEIPT FOR THE SOFTWARE.  IT WILL ALSO REPAIR OR REPLACE SUPPLEMENTS, UPDATES AND REPLACEMENT SOFTWARE AT NO CHARGE.  IF TERASPACES CANNOT REPAIR OR REPLACE THEM, IT WILL REFUND THE AMOUNT YOU PAID FOR THEM, IF ANY.  YOU MUST UNINSTALL THE SOFTWARE AND RETURN ANY MEDIA AND OTHER ASSOCIATED MATERIALS TO TERASPACES WITH PROOF OF PURCHASE TO OBTAIN A REFUND.  THESE ARE YOUR ONLY REMEDIES FOR BREACH OF THE LIMITED WARRANTY.

E.    CONSUMER RIGHTS NOT AFFECTED.  YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS, WHICH THIS AGREEMENT CANNOT CHANGE.

F.    WARRANTY PROCEDURES.  You need proof of purchase for warranty service.

For warranty service or information about how to obtain a refund for software acquired in the United States and Canada, contact Teraspaces at

·         sales@qwtradingsystem.com;

G.    NO OTHER WARRANTIES.  THE LIMITED WARRANTY IS THE ONLY DIRECT WARRANTY FROM TERASPACES.  TERASPACES GIVES NO OTHER EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS.  WHERE ALLOWED BY YOUR LOCAL LAWS, TERASPACES EXCLUDES IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  If your local laws give you any implied warranties, guarantees or conditions, despite this exclusion, your remedies are described in the Remedy for Breach of Warranty clause above, to the extent permitted by your local laws.

H.    LIMITATION ON AND EXCLUSION OF DAMAGES FOR BREACH OF WARRANTY.  THE LIMITATION ON AND EXCLUSION OF DAMAGES CLAUSE ABOVE APPLIES TO BREACHES OF THIS LIMITED WARRANTY.

THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.  YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM COUNTRY TO COUNTRY.