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Test Trial Terms Of Service Agreement

Please read this entire agreement carefully. This Test Trial Terms of Service Agreement is a contract between you and DataNext.

If you do not understand or do not agree with these terms and conditions of use, please do not request a test trial of the TzaraNext software service.

DataNext is the worldwide provider of TzaraNext software services.

By requesting a Test Trial, you agree to this Test Trial Terms of Service Agreement ("Agreement").

The Test Trial Terms of Service Agreement is a legal agreement between you (both as an individual and any legal entity on whose behalf such individual is acting) ("you" or "your") and DataNext Limited ("DataNext"), for a Test Trial provided by DataNext to Test Trial User.

The Parties agree as follows:

1. Introduction

1. This Agreement sets forth the general terms and conditions of use governing your Test Trial.
2. This Agreement is effective as of the date DataNext provides you with a Test Trial User Account ("Effective Date").
3. If you purchase Services from DataNext, your ongoing use of Services is governed by a different agreement, which is presented to you when you subscribe to Services.

2. General

1. In this Agreement, Test Trial User and DataNext are hereinafter referred to collectively as the "Parties" and individually as a "Party".
2. In interpreting this Agreement:
   1. the use of the singular includes the plural and the use of the plural includes the singular;
   2. it is not intended that the headings should be taken into account;
   3. any words following the terms "including", "include", "such as", "in particular", "for example", or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase, or term preceding those terms; and
   4. the term "sole discretion" with respect to any determination to be made by a Party under this agreement means the sole discretion of that Party, without regard to any standard of reasonableness or other standard by which the determination of that Party might be challenged.

3. Service Eligibility

1. You represent and warrant that you are:
   1. of legal age or older;
   2. otherwise recognized as being able to form legally binding contracts under applicable law; and
   3. not a person barred from purchasing or receiving Services under the laws of Guernsey or other applicable jurisdiction.
2. DataNext is entitled to reject your request for a Test Trial at its sole discretion.
3. If you have already done a Test Trial before, you are not allowed to request another Test Trial.

4. Competitors

1. Test Trial User understands and agrees that Test Trial User is not allowed to access the TzaraNext Software or Test Trial Services if Test Trial User represents, is employed or contracted by, or is acting on behalf of a direct competitor, except with consent in the form of a written agreement that is executed and delivered by both Parties.
2. Test Trial User understands and agrees that Test Trial User is not allowed to access the Software or Test Trial Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

5. Definitions

In this Agreement, the following capitalized terms have the meanings set forth below:

"Services" means services that DataNext provides to a user including the right to use the TzaraNext Software and the provision of Market Data, Bulletins, and other information.

"Test Trial Services" means the Services during a Test Trial Period. Test Trial Services may be limited in functionalities in relation to paid Services.

"Test Trial" means use of Test Trial Services that DataNext provides to Test Trial User under the terms of this Agreement for the sole purpose of determining whether to purchase a subscription to Services or not.

"Test Trial Period" means a predefined period of time which will be no longer than 7 days, unless extended by DataNext in its sole discretion by written consent, beginning on the date that DataNext provides Test Trial User with a username and password, during which Test Trial User can access Test Trial Services.

"TzaraNext Software" means the client-side executable, files and databases constituting the Software together with the installer, installation keys, authorization keys, passwords, data, documentation, updates, and upgrades supplied by DataNext to Test Trial User.

"Software" means the software programs, including the TzaraNext Software, protocols, databases, and files, which enable the provision of Services.

"Test Trial User Account" means an account in the name of a person allowing access to Test Trial Services.

"User Account" means an account with particular service options in the name of a person subscribed to paid Services.

"Exchange" means a securities exchange where financial instruments are traded, for example, the NASDAQ Stock Market.

"TzaraNext Market" means a selection of instruments, as listed on the TzaraNext.com website, that are treated as a unit for billing purposes.

"Market Data" means information and data originating from an Exchange for securities traded on an Exchange, including market quotes, settlement prices, and last sale prices.

"Bulletin" means a written instrument analysis report provided through the TzaraNext Software.

"Chart" means a graphic displayed in a window of the TzaraNext Software.

"Proprietary Information" means Software, Charts, Bulletins, and accompanying documentation provided by DataNext and any printouts and screenshots of Software, Charts, Bulletins, and accompanying documentation.

"Confidential Information" means any information, knowledge, or data provided by, or produced or delivered by DataNext, whenever (whether in the past, present or future) and however disclosed, that is marked confidential or any information, knowledge, or data disclosed in circumstances of confidence or that a reasonable person would consider, from the nature of the information and circumstances of disclosure, to be confidential to DataNext and necessary for the performance of the Services excepting information that is generally known to the public.

"Intellectual Property Rights" means any intellectual property right recognized by law, including any intellectual property right protected by legislation such as patents and copyright, or subject to protection under the law as moral rights, trade secrets, trade dress, and confidential information.

6. Examination of Services

1. DataNext hereby requests that Test Trial User fully examines Services during the Test Trial before subscribing to Services.
2. Test Trial User acknowledges Test Trial User's responsibility to test Services during the Test Trial Period to ensure software compatibility of Test Trial User's computer system and software environment with Services.

7. Acceptance of these Terms and Conditions

1. DataNext will provide a Test Trial to Test Trial User in accordance with this Agreement.
2. DataNext reserves the right to modify this Agreement at any time, and without prior notice.
3. In the event of a modification to this Agreement, Test Trial User will be notified by electronic means, that is, by email or through the TzaraNext Software.
4. If Test Trial User does not agree to a modification to this Agreement, Test Trial User must request through the TzaraNext software messaging feature cancellation of the Test Trial.
5. Test Trial User understands and agrees that if and when the Agreement is modified, Test Trial User's continued use of Test Trial Services after notification indicates Test Trial User's acceptance of the amended Agreement.

8. Services

8.1 Use of the TzaraNext Software

Test Trial User is allowed to install and run only a single copy of the TzaraNext Software.

8.2 TzaraNext Markets and Instruments Available

1. Only a selection of instruments are for display in the TzaraNext Software as part of TzaraNext Markets.
2. The said selection of instruments is at the sole discretion of DataNext and will change from time to time. To see a list of instruments currently offered, visit the TzaraNext.com website. While DataNext makes every effort to ensure that the lists of instruments of TzaraNext Markets on the TzaraNext.com website are accurate and up-to-date, DataNext does not guarantee 100% accuracy of these lists.
3. TzaraNext Markets that are accessible to Test Trial Users are at the sole discretion of DataNext.
4. Only a subset of TzaraNext Market instruments are for display during a Test Trial.
5. The subset of TzaraNext Market instruments that is available to Test Trial Users is at the sole discretion of DataNext.

8.3 Historical Data

1. For Test Trial Services, DataNext makes available a maximum breadth of historical data as follows:
   1 week of 1 minute or 1 NVB data
   3 weeks of 10 minute or 10 NVB data
   3 months of 60 minute or 60 NVB data
   6 months of 360 minute or 360 NVB data
2. Although DataNext makes every effort to provide the breadth of historical data indicated above for each offered instrument, the breadth of historical data available for a given instrument varies according to the amount of clean and suitable data available to DataNext, and DataNext cannot guarantee the breadth of historical data mentioned above for any given instrument offered.

8.4 Max-History Option

The Max-History Option is not available to Test Trial Users.

8.5 NVB Option

a) The NVB Option is not available for forex instruments.

b) DataNext does not guarantee that the NVB Option will be available for every instrument during User's Test Trial.

8.6 Bulletins

Bulletins are not available to Test Trial Users.

8.7 Delayed Market Data

Only delayed Market Data is available to Test Trial Users, except for the forex.

8.8 Support

DataNext will not be obligated to provide Test Trial User with any support.

9. Modification to Test Trial Services

1. DataNext reserves the right to modify Test Trial Services without notice.
2. DataNext will not be liable to you for any modification, suspension, or discontinuation of Test Trial Services.
3. DataNext will not be liable to you for any modification, suspension, or discontinuation of Test Trial Services.

10. Software Updates

Software updates are mandatory and automatic. These updates are designed to improve, enhance, and further develop Services and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. Test Trial User permits DataNext to deliver updates to the TzaraNext Software and agrees to receive such updates as part of Test Trial User's Test Trial.

11. Technical Requirements

11.1 System Requirements

The performance and functioning of Software may be affected by the hardware and software of your computer system. You agree and acknowledge that it is your responsibility to ensure that your hardware and software meet DataNext's minimum system requirements as indicated on the TzaraNext.com website.

11.2 Prerequisite

To ensure software environment compatibility of Test Trial User's computer system with Services, Test Trial User acknowledges Test Trial User's responsibility to test Services during the free test trial period offered by DataNext before subscribing to Services.

11.3 Firewall

Test Trial User agrees and acknowledges that Test Trial User is responsible for configuring any firewall installed on Test Trial User's computer equipment in a way that will allow Services to function properly.

11.4 Test Trial User Causing Service Malfunction

Test Trial User agrees and acknowledges that if the configuration of his computer equipment or software environment causes any malfunction of Services, in particular a malfunction of Services' servers, DataNext reserves the right to suspend or terminate Test Trial User's access to all Services or part of Services without prior notice. Test Trial User acknowledges DataNext's good faith in believing that Test Trial User is the source of the malfunction and will not contest suspension or termination of Services arising for such reasons.

12. Confidential Information

1. User agrees to maintain in confidence and to use solely for the purposes of obtaining Services any Confidential Information obtained during the term of this Agreement.
2. User will not use Confidential Information for his own furtherance, or the furtherance of the business of anyone else, whether or not in competition with DataNext.
3. For the avoidance of doubt, quotes and pricing information provided by DataNext to User is customized and is Confidential Information.
4. If a third party obtains or otherwise accesses Confidential Information as a result of the third party's relationship with User and that third party uses, discloses, and/or copies that Confidential Information in a manner not permitted by this Agreement, User will be liable to DataNext for any resulting harm to DataNext or its interests, to the same extent as if the damage had been caused, by use, disclosure, or copying of the Confidential Information, by User.
5. In response to any reasonable request by DataNext, User will provide reasonable cooperation with DataNext and/or its designees, at DataNext's expense, in investigating and/or taking action against a third party in connection with possible misappropriation of Confidential Information provided to User.
6. User will, upon request by DataNext, return and/or destroy Confidential Information and any copies thereof.

13. Property Rights Notice

7. You acknowledge that Proprietary Information is the confidential, proprietary, and trade secret property of DataNext or its licensors and that you acquire no right or interest in any Proprietary Information.
8. All rights to Services, Software, Market Data, Charts, and Bulletins, including all Intellectual Property Rights therein, are and will remain the property of DataNext or its licensors.
9. You acknowledge that all rights in and to the Services, including the Software, Charts, and Bulletins, not expressly granted to you in this Agreement are reserved and retained by DataNext or its licensors without restriction, including the right to sole ownership of the Software.

1. distribute, rent, lease, publish, display on any printed material, or license all or any portion the Software, Charts, Bulletins, or Services;
2. copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile any part of the Software or otherwise attempt to discover any source code or trade secrets related to the Software or Services;
3. rent, lease, sell, assign or otherwise transfer rights in or to the Software, Charts, Bulletins, or the Services;
4. use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Services or the Software;
5. use the trademarks, trade names, service marks, logos, domain names, icons, images, graphics, and other distinctive brand features or any copyright or other proprietary rights associated with the Software or Services for any purpose without the express written consent of DataNext;
6. register, attempt to register, or assist anyone else to register any trademark, trade name, service marks, logos, domain names, icons, images, graphics, and other distinctive brand features or any copyright or other proprietary rights associated with DataNext or its licensors; or
7. remove, obscure, or alter any notice of copyright, trademark, or other proprietary right contained or appearing in the Software or Services or appearing on any item included with the Software or Services.

14. Test Trial User Information

1. In order to provide Services to you, DataNext collects personally identifiable information from you, including information on your identity, contact details, and mailing address. You acknowledge consents to the collection of this information from you by DataNext and to the transmission of this information for the purposes of providing Services to you.
2. DataNext will contact you using the contact details that you provided during the Test Trial and/or subscription process or contact details later updated. Any correspondence will be sent to the most recent email address provided.
3. It is Test Trial User's responsibility to notify DataNext promptly of any change in any Test Trial User information provided to DataNext, including any change in address or email address. Test Trial User agrees to provide appropriate supporting evidence as required by DataNext.
   

15. Disclosure of Test Trial User Information

1. DataNext may be contractually and legally required to report certain non-public information to the Exchanges in order to provide Test Trial Services. Test Trial User consents to provide DataNext with Test Trial User's name, address, telephone number, email address, and other required information to Exchanges and regulatory agencies.
2. Subscription to Services is subject to Test Trial User's consent to disclose information necessary for the provision of Services.

16. Non-Personal Information

1. All information submitted to DataNext, other than personal information required from you to provide Services, will be deemed non-personal.
2. Any non-personal information or material that you transmit to DataNext, including emails, information transmitted from or posted on the TzaraNext.com website, and information transmitted through the TzaraNext Software, will be deemed non-confidential and non-proprietary and can be used for any purpose. By sending DataNext any non-personal information or material, you grant DataNext the irrevocable, unrestricted, perpetual, royalty-free license to use, reproduce, modify, display, perform, transmit, distribute, and otherwise exploit such information and materials. You also agree that DataNext is free to use, for any purpose, any ideas, concepts, know-how, or techniques that you send to DataNext, without obligation to you of any kind.

17. Development, Testing and Improvement of Services

Test Trial User agrees that DataNext is allowed to collect and use information about Test Trial User's use of Services to develop, test, and improve Services.

18. Limitations on Use

1. A Test Trial User Account is an account in the name of a person. Under the terms of this Agreement, DataNext provides you with a Test Trial User Account in your name. You are not allowed to not permit another person to use your Test Trial User Account, and you are not allowed to not use another person's Test Trial User Account or User Account.
2. You are allowed to use your Test Trial User Account only on a single machine to access Test Trial Services. You agree that DataNext is allowed to monitor your connection to Test Trial Services to ensure compliance with these usage limitations.
3. Test Trial Services must not be used for investment purposes, making investment decisions or business purposes. DataNext provides Test Trial Services to you for the sole purpose of determining whether to purchase a subscription to Services or not.
4. Duplication or retransmission of the contents of a monitor displaying the TzaraNext Software, for example, by splitting the signal of a monitor, is not allowed.
5. You are allowed to display or print Charts only for your own evaluation purposes. You are not allowed to redistribute any copies of Charts in any medium or by any distribution method.
6. Test Trial User agrees not to engage in any activity that interferes with or disrupts Services (or the servers and networks that are connected to Services).

19. User Accounts

1. You are not allowed to permit another person to use your Test Trial User Account.
2. You are not allowed to use another person's Test Trial User Account or User Account.
3. You agree to keep the username and password of your Test Trial User Account secure and confidential.
4. You agree to take full responsibility for any and all activities on your Test Trial User Account, except in the case where account security was compromised due to no fault of yours and you can prove it. If you find that an unauthorized change was made to your Test Trial User Account, you should promptly notify DataNext.
5. You acknowledges that use of the same username and password on two or more computers at a time constitutes a violation of this Agreement and could result in account termination and legal action against you.
6. You agree to notify promptly DataNext of the loss, theft, or illegal use of your password or username.

20. Warranty, Disclaimers and Limitation of Liability

20.1 Warranty

1. There is no express warranty provided for Test Trial Services. However, DataNext tries to make efforts consistent with prevailing industry standards to provide Services, including Market Data, in a timely and accurate manner and to ensure that Services operate substantially in accordance to the applicable documentation provided.
2. Notwithstanding the above, if Test Trial User notifies DataNext of a material defect in Services, DataNext will use reasonable efforts to try to correct it, taking into consideration the nature and extent of the defect.
3. Test Trial User acknowledges that:

1. it is not possible to produce software or transmit Market Data that is free of error or defect;
2. DataNext is not the originator of Market Data and that it is not possible to identify or correct all errors prior to transmission; or
3. Services and the Software are complex and can conflict or be negatively affected by other software applications operated by Test Trial User on the same computer system; and
4. the provision of Services is subject to inherent limitations of the Internet, including delays, interruptions, disconnections, conflicts and overloads.

20.2 Warranty Disclaimer

1. DataNext expressly does not warrant that:
   1. Services will meet your requirements or expectations;
   2. use of Services will be uninterrupted, secure, accurate, timely, complete, omission-free, or error-free;
   3. use of Services will be free from any bugs, errors, viruses, or other defects; or
   4. the Software will be compatible with third party software.
   5. that all errors and defects in Services will be corrected.
2. Test Trial User agrees that Test Trial User's use of Services is on an "as-is" and "as-available" basis with all faults, whether express or implied, including any implied warranties of merchantability or fitness for a particular purpose.
3. Any material downloaded or otherwise obtained through the use of Services is done at Test Trial User's own discretion and risk and Test Trial User will be solely responsible for any damage to Test Trial User's computer system or other device or loss of data that results from the download of any such material.
4. No communication, advice or information, whether oral or written, obtained by Test Trial User from DataNext or through Services can modify the terms of disclaimer set forth in this Agreement or create any warranty not expressly stated in this Agreement.

20.3 Limitation of Liability

1. DataNext will not be liable for any claims by you under this Agreement.
2. Test Trial User acknowledges and agrees that DataNext, its employees, representatives, licensors, agents, and contractors, will not be liable for any damages whatsoever, including direct, indirect, incidental, special, consequential, or punitive damages (such as the loss of profits or opportunity, economic loss, trading losses, business interruption, or the corruption or loss of data) resulting from, but not limited to:
   1. reliance on Services;
   2. delays or interruptions to Services;
   3. any changes made to Services; or
   4. any theory of liability arising out of or in connection with the use or performance of information and Services whether or not DataNext has been advised of the possibility of such damages.
3. The limitations on DataNext's liability in Clause 20.3 b) [Limitation of Liability] will apply whether or not DataNext has been advised of or should have been aware of the possibility of any such losses arising.
4. Notwithstanding the provisions in this Agreement, if liability is imposed upon DataNext, then you agree to limit the liability of DataNext to you for any and all claims, losses, costs, damages of any nature whatsoever, or claims expenses from any cause or causes, including attorneys' fees and costs and expert witness fees and costs, so that the total aggregate liability of DataNext to you will not exceed 10 GBP.
5. The Parties agree that this Agreement reflects a reasonable allocation of risk and limitation of liability.
6. If some jurisdictions do not allow the exclusion or limitation of liability for certain damages, in such jurisdictions, the liability limits in this clause will be limited in accordance with this Agreement to the fullest extent permitted by law.

21. Indemnification

22. No Investment Advice

1. Test Trial User acknowledges that Services, including Charts and Bulletins are for informational purposes only and do not constitute investment advice. Test Trial User will not construe any Services, including Bulletins, to be an offer, or a solicitation of an offer, to buy or sell securities, or as an endorsement or recommendation of any securities by DataNext, its officers, directors, employees, licensors or agents. Test Trial User acknowledges and agrees that DataNext does not provide investment advice and that Services, including Bulletins, do not constitute investment advice by DataNext and that DataNext provides Test Trial Services to Test Trial User for the sole purpose of determining whether to purchase a subscription to Services.
2. Test Trial User acknowledges and agrees that Test Trial User is not allowed to use Test Trial Services for investment, trading of securities, or business purposes.

23. Force Majeure

DataNext will not be liable any failure of or delay in the performance of this Agreement due to causes beyond DataNext's control, including natural disaster, war, acts of government, strikes or labor disputes, embargoes, failure of telecommunications, or any other force majeure event.

24. Fees

1. Test Trials are currently provided by DataNext to Test Trial User at no cost.
2. DataNext reserves the right, in its sole discretion, to start charging for Test Trial Services at any time without prior notice to you.

25. Consent to Electronic Delivery of Information

1. You consent to electronic delivery of documents, including sales quotes and agreements, whether by email or through the TzaraNext Software.
2. If you request any information from DataNext, you must have the ability to receive email attachments and open PDF files in order to be able to read any information we may send you by email. You will ensure that security programs, such as antivirus or anti-spam programs, will not block the delivery of email attachments.
3. Unless DataNext receives immediate notice that the email was not delivered, DataNext's email will constitute effective delivery or notice of a communication, equivalent to the delivery of a written document.
4. You agree and acknowledge that it is your responsibility to provide DataNext with a correct email address.

26. Cooling off Period

You agrees and acknowledges that when you request subscription to Services, DataNext may begin to provide Service immediately. You will not be entitled to a cancellation or "cooling off" period.

27. Cancellation of Test Trial User Accounts

1. DataNext reserves the right to cancel or suspend any Test Trial User Account at any time in its sole discretion.
2. You are entitled to cancel your Test Trial User Account with DataNext at any time by contacting DataNext through the TzaraNext Software messaging feature.
3. Cancellation will result in the deactivation or deletion of your Test Trial User Account.

28. Term and Termination

1. This Agreement will terminate at the end of the Test Trial Period or upon the purchase of Services by Test Trial User.
2. Test Trial User may terminate Test Trial User's legal agreement with DataNext by requesting cancellation of Test Trial User's Test Trial Account through the TzaraNext Software messaging feature.
3. DataNext is entitled to terminate for any reason Test Trial User's Test Trial without further obligation or liability to Test Trial User and with no prior notice to Test Trial User.
4. DataNext is entitled at any time and without prior notice to terminate its legal agreement with Test Trial User without further obligation or liability to Test Trial User if:
   1. DataNext is required to do so by law (for example, where the provision of Services to Test Trial User is, or becomes, unlawful);
   2. Test Trial User has provided false information to DataNext and DataNext has requested Test Trial User to explain Test Trial User's position and Test Trial User has failed to do so satisfactorily;
   3. Test Trial User infringes on the Intellectual Property Rights of DataNext or its licensors; or
   4. Test Trial User violates any of the terms in Clause 4 [Competitors].
5. Outside of the cases described above in this clause, DataNext is entitled to terminate its legal agreement with Test Trial User without further obligation or liability to Test Trial User by providing at least 2 days' notice if Test Trial User violates any of the terms of this Agreement (or acts in a manner which clearly shows that Test Trial User does not intend to, or is unable to comply with the terms of this Agreement).
6. Upon termination of this Agreement by Test Trial User or DataNext, Test Trial User agrees to erase or destroy promptly all Software (for example, by using the TzaraNext Software Uninstaller provided) and any copies, printed or digital, of Charts.
7. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies or damages, indemnification, proprietary rights, Confidential Information, obligations upon termination, indemnification, governing law and jurisdiction, or provisions that are meant to survive termination, will survive the termination of this Agreement.

29. Non-waiver

You agree that if DataNext does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which DataNext has the benefit of under any applicable law), this will not be taken to be a formal waiver of DataNext's rights and that those rights or remedies will still be available to DataNext.

30. Severability

If any provision of this Agreement, in whole or in part, is held invalid, illegal, or unenforceable:

1. the legality or enforceability of the remaining part of such provision will not be affected in any way;
2. the remaining provisions of the Agreement will continue to be valid and enforceable; and
3. to the extent permitted and possible, the invalid or unenforceable term will be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term.

31. Assignment

Neither Party is allowed to assign or delegate its rights or obligations pursuant to this Agreement without the prior written consent of the other Party. Any assignment or delegation in violation of this section will be void.

32. Electronic Copies

Test Trial User agrees that electronically executing this Agreement, for example, by checking a checkbox to agree with the terms and conditions of this Agreement, will be legally binding and will have the same force and effect as executing this Agreement using a written signature.

33. Governing Law

This Agreement will be construed in accordance with and governed in all respects by the laws of Guernsey. In accepting this Agreement Test Trial User irrevocably agrees that the courts of Guernsey will have exclusive jurisdiction to settle any claim or difference or dispute which may arise out of or in connection with any such contract or claim and Test Trial User waives any rights to claim that such courts are not the appropriate forum.