• NetStation with<br />
Trading Support
    NetStation with
    Trading Support

    NetStation Live now features
    integration for live trading with
    supported FX & CFD brokers.

SOFTWARE LICENSE TERMS & CONDITIONS

These Software License Terms and Conditions and any Schedules and Exhibits attached hereto and made a part hereof, and shall become effective upon acceptance and acknowledgement by you, subject to any later amendments by us which will be communicated to you from time to time, and your continued use of the Software as defined below constitutes your acceptance of our amended Terms (collectively, these "Terms").

We are a software development company developing various applications and software offerings, including the NetStation Live and NetDania Mobile ("Software"). The Software has the ability to integrate with leading online brokers.

You accept and agree to these Terms on your own behalf and/or on behalf of your company, organisation, institution or agency as its authorised legal representative by clicking an "Agree" or similar button at the end of these Terms or where provided by us. In the event you do not, or cannot agree to these Terms, you should not proceed any further.

Your desire to enter into these Terms which will enable you to down and install the Software, and which will allow you to trade with your Supported Broker as define below over an application programming interface in the Software.

As a registered user of our Software, you may establish an account ("Account"). Do not reveal your Account information to anyone else. You are solely responsible for maintaining the confidentiality and security of your Account, and for all activities that occur on or through your Account, and you agree to immediately notify us of any security breach of your Account. We shall not be responsible for any losses arising out of the unauthorised use of your Account.

1 Definitions - Interpretation of Terms

1.1 In these Terms, unless expressly deviated from in the context, the following words shall have the following meanings:

(i) "Access" shall mean an event in which you log into the Software, Derivative Materials, Professional Services and/or any product or services provided by us to you using an identifying password that is deemed by us to be authorised and valid entry into, and for use of the Software over your Account;

(ii) "Account" shall mean as highlighted above and as established with us;

(iii) "Affiliate" shall mean any Person directly or indirectly controlling, controlled by or under our common control. For the purpose of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to you, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of yours, whether through the ownership of voting securities or by contract or otherwise;

(iv) "Compelled Representative" shall mean as defined in Section 16.1;

(v) "Confidential Information" shall mean in the course of performing these Terms, we may disclose to each other Confidential Information. "Confidential Information" shall mean any and all non-public technical and non-technical information provided by either of us to the other, including but not limited to (i) patent and patent applications; (ii) trade secrets; and (iii) Derivative Materials, proprietary information including, but not limited to, ideas, sketches, techniques, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, Software programs, Source Code, Software source documents, and formulae related to the current, future and proposed products and services of each of us, and including, without limitation, our respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, investors, employees, business and contractual relationships, business forecasts, sales, merchandising, marketing plans, pricing, terms, attachments, exhibits and all information related to the Software, Derivative Materials and Documentation associated with these Terms and information the Disclosing Party provides regarding Third Parties. Confidential Information also includes, but is not limited to any and all information disclosed by either of us to the other that is marked "confidential" or "proprietary," including orally conveyed information designated confidential at the time of disclosure or any information that would be construed as Confidential Information by a prudent person. "Confidential Information" does not include any information that the Recipient can demonstrate is:

(a) rightfully known prior to disclosure;

(b) rightfully obtained from a Third Party authorised to make such a disclosure, without breach of the terms and conditions of these Terms;

(c) independently developed by the Recipient as demonstrated by contemporaneous documents;

(d) available to the public without restrictions;

(e) approved for disclosure with the prior written approval of the Disclosing Party; or

(f) disclosed by court order or as otherwise required by law, as set-forth in Section 17 (Right to Disclose) of these Terms;

 

(vi) "Derivative Material" shall mean it may or may not consist of our computer program Source Code as determined solely by us from time to time, and any written or computer based materials or instructions, including but not limited to, Documentation, computer or code or information, manuals or memos in any format whatsoever, provided by us to you;

 

(vii) "Designated Broker" shall mean a financial institution as selected and identified by you and with whom you have a trading account directly with, and with which we also have a contractual relationship in order to enable you to gain access to your account with the said Designated Broker via our Software and over your Account;

 

(viii) "Disclosing Party" shall mean a Party to these Terms that discloses or disclosed Confidential Information to a Recipient;

 

(ix) "Documentation" shall mean our published or unpublished user manuals, training aids, online or offline tutorials, whether text or in video or any other format, relating to the Software and/or its functionality, the Software or as it relates to any modification or Software release as of the date of delivery of each modification or release, as applicable. Such information may or may not consist of, as determined solely by us from time to time, explanations, flow charts, schematics, algorithms, subroutine descriptions, class and object descriptions, memory and overlay maps, statements of principles of operations, architecture standards, data flow descriptions, class, base-class and sub-class descriptions, data structures and control logic of the Software and any other documentation of the Source Code form of the Software, which may be in sufficient detail to enable a trained programmer through study of such materials to maintain and/or modify the Software without undue experimentation, along with information about how the Software functions;

 

(x) "Force Majeure Event" shall mean as defined in Section 27 (Force Majeure Event);

(xi) "Indemnifiable Loss" shall mean the aggregate of Loss and Litigation Expense;

(xii) "Intellectual Property Rights" shall mean as defined in Section 6 and shall include; all rights throughout the world in any and all of the following: (a) patents, patent applications, patent disclosures and inventions (whether patentable or not); (b) trade-marks, service marks, trade dress, trade names, logos, corporate names, internet domain names and registrations and applications for the registration thereof together with all goodwill associated therewith; (c) copyrights and copyrightable works (including computer programs and mask works) and registrations and applications for registration thereof; (d) trade secrets, know-how and other proprietary information of a like kind; (e) rights of publicity and privacy, and moral rights; and (f) all other forms of intellectual property, such as data and databases, text, graphics, moving and still images, sound recordings or other information, in each case, to the extent protectable under applicable law;

(xiii) "License" shall mean the license granted by the Terms to you by us for the use of the Software;

(xiv) "Litigation Expense" shall mean any court filing fee, court cost, arbitration fee or cost, witness fee, and each other fee and cost of investigating and asserting or defending any claim under these Terms, including, without limitation, in each case, attorney's fees, other professionals' fees, and disbursements;

 

(xv) "Loss" shall mean any liability, loss, claim, settlement payment, cost and expense, interest, award, judgment, damages, diminution in value, fines, fees and penalties or other charge, other than a Litigation Expense;

(xvi) "NetStation Live" shall mean a software interface containing special features to enable you to access and execute trades via the Software on your Designated Broker account;

(xvii) "NetDania Mobile" shall mean the NetDania mobile application ("app") for iOS and/or Android for use on mobile phones and tablets containing special features to enable you to access and execute trades via the Software on your Designated Broker account;

 

(xviii) "Nonperforming Party" shall mean as defined in Section 27;

(xix) "Notice" shall mean a method of communication between you and us, and where a notice is required under these Terms, the notice is made in writing and either personal delivery or registered or certified mail or a recognised overnight courier, facsimile or by e-mail;

(xx) "Person" shall mean an individual, partnership, limited liability company, joint venture, corporation, trust, unincorporated association, any other entity, or a government or any department or agency or other unit thereof;

(xxi) "Professional Service" shall mean any service provided by our personnel or our Representatives to you regarding the Software or any technical support, troubleshooting, on-call or emergency technical assistance, and/or computer or other support service, or consulting services to be provided under these Terms, and/or any other attachments made part of these Terms, and may include, but is not limited to, software use training, software development and consulting, software implementation, software installation and evaluations, programming and software documentation, software application design and development, software systems analysis and design, software conversions and implementation planning;

(xxii) "Recipient" shall mean a party to these Terms that received or receives Confidential Information from a Disclosing Party;

(xxiii) "Representative" shall mean with respect to any Person, its directors, officers, employees, agents, consultants, advisors or other representatives;

(xxiv) "Server" shall mean computer hardware controlled and owned by us that hosts and allows our Software to be accessible to you on the Web;

 

(xxv) "Software" shall mean the electronic instructions written and existing in both object and Source Code format or otherwise for computers, that now exists or may exist in the future, and is owned by us including but not limited to NetStation Live and NetDania Mobile and any related computer software modules, updates, modifications, interim releases, bug fixes and patches applicable to such software modules which may be hosted on our Servers as specified in these Terms or hosted on your computer system as the case may be as specified herein, and is directly or indirectly related to the collection, storage, retrieval and management of information relating to your trading activities. Not limiting the foregoing, the term "Software" shall also include any custom developments to be developed by us for you or any other Person, whether developed under any additional statement of work or not, and has also been defined as Software herein;

(xxvi) "Source Code" shall mean the Software fully documented in its human readable form; and/or (i) a compiler, or similar computer program or any other software which is necessary to convert the Source Code form into the object code form of the Software; and/or (ii) runtime software necessary to execute the Source Code form of the Software, including but not limited to interpreters and templates;

(xxvii) "Suspension of Performance" shall mean as defined in Section 28;

(xxviii) "Terms" shall mean these Terms, including any Schedules, Exhibits and Attachments hereto, and any later Addendums or Amendments made by us;

 

(xxix) "Third Party" shall mean any Person who is not a party to this Agreement;

 

(xxx) "Web" Commonly known throughout the world as the internet or world-wide-web.

 

1.2 Reference to "us", "we", and "our" mean NetDania Markets ApS.

1.3 References to "sections" are to clauses of these Terms.

1.4 Headings are inserted for convenience only and shall not affect the interpretation or construction of these Terms.

1.5 Words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include the other gender and the neutral and references to persons shall include an individual, company, corporation, firm, or partnership.

1.6 References to "includes" or "including" or like words or expressions shall mean "including without limitation".

1.7 References to any statute or statutory provision shall include any subordinate legislation made under it, any provision which it has modified or re-enacted (whether with or without modification) and any provision which subsequently supersedes it or re-enacts it (whether with or without modification).

2 Grant of License

2.1 You may not use the Software for any other purpose not specifically agreed to in these Terms, more specifically you may not:

2.1.1 decompile or disassemble the Software, separate the Software into its component parts, or in any way attempt to reverse engineer, reconstruct or discover any Source Code or algorithms of the Software by any means whatsoever;

2.1.2 sell, sublicense, lease, rent, loan, assign, convey or otherwise transfer the Software or any component thereof, except in accordance with the terms and conditions of these Terms;

2.1.3 otherwise copy or use the Software for any purpose or in any manner not expressly permitted in these Terms; and/ or

2.1.4 publish or otherwise make available to any third party the Software without our prior written consent.

2.2 The Software will be regularly up-dated by us. You will not, under these Terms acquire any ownership rights including Intellectual Property Rights in the Software.

3 Licensing Fee

3.1 The Licensing Fee is a charge payable to us by you or on your behalf by your Designated Broker as highlighted in a separate part in your Account, labelled "Your Technology Fees" with us under these Terms (Licensing Fees). The Licensing Fee includes maintenance, for the Software and other Professional Services performed by our personnel or under our control.

3.2 You can revoke this Licensing Fee at any time using the revocation of authorisation function in your Account ("Revocation"). Should you chose to revoke this authorisation, you agree and acknowledge that we are entitled to receive on a pro rata basis all payment from your Designated Broker covering us for the usage up to and including the date of Revocation.

4 Fees and Taxes

4.1 Our charges and fees are outlined in Schedule A (Licensing Fees). You shall pay us all charges as agreed herein or as amended from time to time between us, and unless stated, you will be responsible for any taxes imposed by any competent authority including without limitation value added tax for your behalf.

5 Terms of Use

5.1 You shall use the Software in strict compliance with applicable laws and regulations within the jurisdictions in which you access and use the Software.

5.2 We reserve the right to terminate you from access to the Software at any time and in the event of any breach of these Terms.

5.3 We reserve the right to amend these Terms at any time and without notice, your continued use of the Software constitutes your acceptance of our amended Terms. Any amendments shall be made at our discretion and in good faith.

6 Intellectual Property Rights

6.1 You must acknowledge and agree that we are the sole owner (except as to the extent owned by third party licensors and in such a situation a license has been obtained by us for the provision of the Software) of all Intellectual Property Rights in and to the Software provided by us.

6.2 You agree that we own all proprietary rights, including patent, copyright, trade secrets, trademarks, know-how, technology and other proprietary rights, in and to the Software, whether now existing or developed in the future, whether or not by corrections, bug fixes, enhancements, updates or other modifications, including custom modifications to the Software, whether made by us or any Third Party and that we have the right to grant you the rights and License provided for in these Terms. You furthermore acknowledge that we retain all right, title and interest in and to the Software, including, without limitation, all proprietary computer programs, techniques, algorithms, and processes contained therein, whether now existing or developed in the future. You expressly acknowledge and agree that:

6.2.1 the Software constitutes valuable, and confidential trade secrets belonging to us;

6.2.2 the Software is subject to protection by international copyright laws and conventions;

6.2.3 neither the title to nor ownership to the Software is hereby transferred to you and nothing contained herein precludes us from copying, selling, distributing, or licensing Software; and

6.2.4 all copyright interests, exclusive rights and title in and to all elements of the Software heretofore or hereafter fixed in tangible form by us (whether or not published at any given time), belong to us. Any portions of such elements provided by us to you are non-exclusively licensed to you to the extent provided in these Terms.

6.3 You further agree:

6.3.1 to maintain the integrity of all our copyright, trade secret or other proprietary notices in the Software which may be affixed to, embedded in and displayed within Software, or imprinted on physical media, within software embodiments, and documentation thereof; and

6.3.2 to take no action inconsistent with our copyright and trade secret ownership rights related to the Software.

7 Restrictions of Use

7.1 You agree not to:

7.1.1 decompile or disassemble the Software, separate the Software into its component parts, or in any way attempt to reverse engineer, reconstruct or discover any Source Code or algorithms of the Software by any means whatsoever;

7.1.2 remove any product identification, trademark, copyright, confidentiality, proprietary or other notice contained on or within the Software and Derivative Materials;

7.1.3 modify or create any derivative works from the Software or any part thereof;

7.1.4 sell, sublicense without our express written consent. Where such consent is granted, you acknowledge and agree that that you shall be liable for any violation of any of the terms and conditions set forth in these Terms and/ or any later amendment(s) or addition(s) thereto, whether or not the violations has been conducted by you or any of your users to whom this License has been sublicensed to, leased, rented, assigned, conveyed or otherwise transferred the Software or any component thereof, except in accordance with the terms and conditions of these Terms;

7.1.5 otherwise copy or use the Software for any purpose or in any manner not expressly permitted in these Terms;

7.1.6 publish, or otherwise make available to any Third Party, any benchmark testing information or results related to Software and Derivative Materials;

7.1.7 provide or allow any unauthorised individual or entity Access to the Software or its operations without our specific written authorisation;

7.1.8 knowingly permit or encourage any Third Party to do any of the foregoing. All assistance requested by you for integration with existing or proposed systems or Third Party software shall be provided by us in accordance with these Terms, Schedules and Attachments. All rights in and to the Software and Derivative Materials not expressly granted to you in these Terms are reserved by us.

8 Infringement

8.1 If the Software or any individual item comprising the Software becomes or in our reasonable opinion, is likely to become, the subject of any claim or action against you for actual or alleged infringement of any intellectual or industrial property right, including without limitation, trademarks, service marks, patents, copyrights, misappropriation of trade secrets or any similar property rights, based upon any individual item comprising the Software or your use thereof, then, we shall use our best effort to either: (a) procure for you the right to continue using the affected Software as contemplated hereunder (b) modify the affected Software to render same non-infringing provided such modification does not adversely affect your use or functionality thereof or (c) replace the same with quality suitable, functionally equivalent, compatible non-infringing Software.

9 Termination

9.1 If you fail or we suspect that you have failed, to comply with any of the provisions of these Terms, we at our sole discretion, without notice to you may: (i) terminate these Terms and/or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) terminate the License to the Software; and/or (iii) preclude Access to the Software (or any part thereof).

9.2 We reserve the right to modify, suspend, or discontinue the service hereunder (or any part or content thereof) at any time with or without notice to you, and we will not be liable to you or to any third party should we exercise such rights.

10 Statement on our Status

10.1 You expressly acknowledge neither the Software nor the data or Derivative Materials or information produced through use of the Software constitutes a recommendation by us to any Person whatsoever to buy or sell any financial instruments, nor does such Software, data or information constitute an offer by us to any Person to buy or sell financial instruments. NOR DOES THE SOFTWARE, OR ANY INFORMATION CONSTITUTE A FINANCIAL PROMOTION WHATSOEVER. You accept full responsibility for any investment decisions or financial transactions made by you with your Designated Broker over the Software. We state that we are a software vendor only, pursuant to these Terms, and as such we are not acting as a financial advisor or fiduciary to you (or in any similar capacity) and any advice given in connection with these Terms or the Software or analysis performed through use of our Software is and will be merely incidental to the provision of our Software and services hereunder, and shall not serve as a primary basis of any investment decision by you. In connection with any transaction which may be executed from time to time between you and your Designated Broker, we are and will be acting solely in the capacity of a Software vendor only. Neither oral nor written statements of any employee or agent of ours shall vary the terms of this disclaimer. You shall be solely responsible for the content, generation, release, termination, publication, management and oversight of any and all electronic messages, and/or the opening and closing of any trading accounts between you and your Designated Broker. You acknowledge that we have no responsibility for or control over any initiation, generation, release, termination, publication, managing, monitoring, and/or overseeing email messages or the like, between you and your Designated Broker and that we are not executing, accepting or directing any trades for or on behalf of you or any Person, we are not providing any clearing services nor any services that require licensing or registration with any regulatory agency or authority. We are not involved in nor are we responsible for any part of the trading, including the offered prices or quotes, execution of orders to buy and sell any type of financial instruments, execution of orders to create, modify, delete and close orders and positions, lack of funds on your account or any other details concerning your trading. You undertake at all times and without limitation to be solely responsible and liable for any trades, trading activity, trade confirmation, order execution or related transactions related to the use of Software.

10.2 You must acknowledge and agree that you take full responsibility for any investment decisions or financial transactions made by you and between you and your Designated Broker over the Software.

11 NO WARRANTIES

11.1 YOU MUST ACKNOWLEDGE THAT THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", AND EXCEPT WHERE EXPRESSLY PROVIDED IN THESE TERMS, THE CONTENT IS PROVIDED WITHOUT ANY WARRANTIES OF ANY KIND OR NATURE, WHETHER IMPLIED, EXPRESS OR STATUTORY. YOU MUST ACKNOWLEDGE THAT NEITHER WE NOR ANY OF OUR AFFILIATES WARRANT THAT THE SOFTWARE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SOFTWARE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED. YOU MUST FURTHERMORE ACKNOWLEDGE THAT THE USE OF THE SOFTWARE IS AT YOUR OWN RISK.

11.2 YOU FURTHEREMORE ACKNOWLEDGE THAT WE CANNOT IN ANY WAY BY YOU BE HELD RESPONSIBLE OR LIABLE FOR ANY LACK OF ACCESS TO YOUR DESIGNATED BROKER ACCOUNT INCLUDING BUT NOT LIMITED TO ANY LOSSES OR DAMAGES THAT YOU MAY SUFFER BECAUSE OF MALFUNCTION OR LACK OF ACCESS TO THE SOFTWARE. IT IS YOUR SOLE RESPONSIBILTY THAT YOU MAINTAIN AN ALTERNATIVE ACCESS TO YOUR DESIGNATED BROKER ACCOUNT. YOU SHOULD THEREFORE AT ALL TIMES MAINTAIN ALTERNATIVE ACCESS TO YOUR DESIGNATED BROKER ACCOUNT BY MEANS WITHOUT LIMITATION OF THE STANDARD TRADING SOFTWARE OR WEB TRADING PLATFORM PROVIDED BY YOUR DESIGNATED BROKER.

12 Limitation of Liability

12.1 You must acknowledge that to the extent not prohibited by law, neither we nor any of our Affiliates shall be held liable for any losses or damages suffered or incurred by you from the use, operation or performance of the Software or any other products or services provided to you by us in respect of the Software. We do not operate a trading platform or similar, we confirm that we do not receive nor facilitate any trade orders. Our Software is only capable of transmitting data to and from the account of your Designated Broker using an application programming interface. We do not under any circumstance endorse or promote any broker, financial institution or similar including your Designated Broker.

12.2 Furthermore neither we nor any of our Affiliates shall be liable for any losses or damages suffered or incurred by you due to your intentional or unintentional use of the Software or other services. Under no circumstances shall we or any third party provider be liable for any direct, indirect, punitive, incidental, special, or consequential damages that result from the use of, or inability to use, the Software or services, including but not limited to lost profits, loss of business, trading loss, loss of data or use of data, any unauthorised access to, alteration, theft or destruction of without limitation your computers, computer systems, data files, programs or information, or costs of procurement of substitute goods or services, or for any direct or indirect, special or consequential damages however caused and under any theory of liability and whether or not we and/ or any third party provider has been advised of the possibility of such damage. This limitation of liability applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if we and/ or any third party provider has been advised of the possibility of such damage, except for any act of gross negligence, bad faith or wilful misconduct of ours and/ or any third party provider.

12.3 You must acknowledge that we disclaim any and all liability resulting from and related to any breach of internet security or disruption of your connection to the internet due to reasons beyond our control.

12.4 You must further acknowledge that we cannot in any way guarantee you that you will always have the ability to trade with your Designated Broker over the Software. You should as with all software accept that there will be times where the Software may not will not operate as expected and therefore you should always have an alternative way of accessing your Designated Broker's account in order for you to minimise your risk of not being able to trade.

13 YOUR INFORMATION

13.1 To the extent we receive any personal data from you in a European Union locations, we function as a data controller. In accordance with the Act on Processing of Personal Data Act No. 429 of 31 May 2000 and as amended from time to time ("APD"). For the purposes of these Terms, we may process contact and profile information (collectively, the "Personal Data") on you, (collectively, the "Data Subjects") for the purpose of fulfilling our and/or our Affiliate(s) fulfilling their obligations and exercising their rights under these Terms and from time to time obtaining feedback and/or providing Data Subjects with information about our products and services. Personal Data may be shared with us and our Affiliates, distributors, and agents some of which may be located in the USA or other jurisdictions which do not have data protection law equivalent to the APD. Data Subjects may elect to update their Personal Data and to opt out of direct marketing by writing to the contact address stated on our website or by other means that may from time to time be made available.

14 Confidentiality

14.1 All Confidential Information shall remain the sole property of the Disclosing Party, and the Recipient (and in each instance herein, its Representatives) shall have no interest in or rights with respect thereto, except as expressly set forth in these Terms. We and you further agree:

14.1.1 During and after termination of these Terms, the Recipient shall, and shall cause each of its Representatives, to keep Confidential Information confidential and to protect such Confidential Information from unauthorised use, access or disclosure in the same manner that it protects its own similar Confidential Information, but in no event with less care than a reasonably prudent business would exercise. Without limiting the effect of the previous sentence, the Recipient shall not and shall cause its Representatives not to disclose any of the Confidential Information to any Person except:

(i) with the prior written consent of the Party's CEO or other Person so designated as provided by notice; or

(ii) as otherwise expressly permitted by these Terms.

14.1.2 Use any of the Confidential Information in any way detrimental to the Disclosing Party, it being acknowledged by the Recipient that any use other than in connection with fulfilling the terms and conditions of these Terms is detrimental.

15 Unauthorised Use

15.1 The Recipient shall give prompt written Notice to the Disclosing Party of any unauthorised use or disclosure of the Confidential Information and shall assist the Disclosing Party in remedying each unauthorised use or disclosure. Any assistance does not waive any breach of this section by the Recipient, nor does acceptance of the assistance constitute a waiver of any breach of this section.

16 Compelled Disclosure

16.1 If the Recipient or any of its Representatives is requested, becomes legally compelled or is required, in any case by a court or governmental body, to make any disclosure of Confidential Information (a "Compelled Representative"), the Recipient shall:

16.1.1 promptly, but in any event no later than three (3) days after the Compelled Representative becomes aware that it is required to make such disclosure, notify the Disclosing Party in writing;

16.1.2 consult with and assist the Disclosing Party, at the Disclosing Party's expense, in obtaining an injunction or other appropriate remedy to prevent such disclosure;

16.1.3 use its best efforts to obtain at the Disclosing Party's expense, a protective order, or other reliable assurance that confidential treatment will be accorded to any Confidential Information that is disclosed.

16.1.4 Notwithstanding anything to the contrary in this Section 16 (Compelled Disclosure), however, a Compelled Representative shall not be required to notify the Disclosing Party of a compelled disclosure event as set out in Section 16.1.1 nor comply with the provisions of Section 16.1.2 or Section 16.1.3 in the event that the Compelled Representative is specifically barred or otherwise ordered by a court or subpoena to not notify the Disclosing Party or otherwise make known to the Disclosing Party that such order is in effect.

17 Right to Disclose

17.1 Subject to the provisions of Section 16 (Compelled Disclosure), the Recipient or the Compelled Representative may furnish that portion and only that portion of the Confidential Information that, in form and substance reasonably acceptable to the Disclosing Party, the Recipient or the Compelled Representative is legally compelled or otherwise required to disclose or else stand liable for contempt or suffer other material penalty.

18 Limitations

18.1 Except for our and or our Representative's acts of gross negligence or wilful misconduct, and to the extent not prohibited by law, we shall not be liable for any losses or damages suffered or incurred by you from the use, operation or performance of the Software, Derivative Materials and/ or Professional Services or any other products or services or Software supplied, provided or rendered to you by us. We shall not be liable for any losses or damages suffered or incurred by any Person because of your intentional or unintentional use of the Software, Derivative Materials and/ or Professional Services. Under no circumstances shall we, our subsidiaries, or our licensors be liable for any direct, indirect, punitive, incidental, special, or consequential damages that result from the use of, or inability to use, the Software or products and services including but not limited to lost profits, loss of business, trading loss, loss of data or use of data, any unauthorised access to, alteration, theft or destruction of your computers, computer systems, data files, programs or information, or costs of procurement of substitute goods or services, or for any direct or indirect, special or consequential damages however caused and under any theory of liability and whether or not we have been advised of the possibility of such damage. We both agree that the terms in this Limitation of Liability represent a reasonable allocation of risk that this section is an essential element of these Terms and that in its absence, the economic terms of these Terms would be substantially different. This limitation applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if we have been advised of the possibility of such damage. Except for our and our Representative's act of gross negligence, bad faith or wilful misconduct, in no event shall our liability to you exceed the amount of fees receive by us from you under these Terms. The existence of one or more claims will not enlarge this limit.

19 Data Recovery

19.1 We have no liability or duty of indemnification related to unusable data, lost or corrupt transactions or data, by whatever means, in whatever form. This limitation of liability additionally eliminates any duty or liability on our part related to unusable data, lost or corrupt transactions or data, resulting in part or in whole from Third-Party Software or networking goods or services or from internet related problems or from actions or events outside of our control.

20 Internet Security

20.1 We disclaim any and all liability resulting from or related to any breach of Internet security or disruption by your connection to the Internet, due to any reason beyond our control.

21 Our Indemnity

21.1 Scope of Indemnity

21.1.1 Throughout the contractual relationship, we shall indemnify and defend you against all Indemnifiable Losses arising from or related to:

21.1.1.1 any material misrepresentation or material breach of warranty by us of any warranty or representation set forth in these Terms;

21.1.1.1 any material breach by us of any covenant set forth in these Terms; and/ or

21.1.1.2 any claim brought against you by a Third Party alleging that the Software directly infringes any patent, copyright, trademark or other IP Rights or misappropriates any trade secret.

22 CONDITIONS OF OUR INDEMNITY

22.1 We both acknowledge and agree that our obligations under the provisions of Section 21 (Our Indemnity) are conditional upon you providing us with:

22.1.1 prompt written Notice of the existence of such claim, suit, action or proceeding (each a "claim"); provided that your failure to promptly notify us shall not relieve us of liability hereunder except to the extent that our defences to such claim are materially impaired by such failure to promptly notify; and

22.1.2 sole control over the defence or settlement of such claim, it being agreed that we shall not enter into any settlement imposing any liability or obligation on you without you prior written consent; and

22.1.3 assistance at our request and sole expense, to the extent reasonably necessary for the defence or settlement of such claim.

23 Exceptions

23.1 Notwithstanding the foregoing, we shall not indemnify, defend, or hold you harmless for any claims solely based on:

23.1.1 any of your or Third Party intellectual property or software incorporated in or combined with the Software where in the absence of such incorporated or combined item, there would not have been infringement, but excluding any Third Party software or intellectual property incorporated into the Software at our discretion; and/ or

23.1.2 Software which has been altered or modified by you, by any Third Party or by us at your request (where we had no discretion as to the implementation of modifications to the Software directed by you), where in the absence of such alteration or modification the Software would not be infringing; and/ or

23.1.3 use of any version of the Software with respect to which we have made available to you, a non-infringing updated, revised or repaired subsequent version or other applicable update, patch or fix; and/ or

23.1.4 any claim of personal injury or tangible personal property damage (including data) of whatsoever nature or kind arising, in whole or in part, out of, as a result of, or in connection with your gross negligence or your wilful misconduct, your employees, subcontractors or agents, this includes without limitation, your lack to maintain alternative access to your Designated Broker's account as stipulated in Section 11.2 (No Warranties) of these Terms.

24 Exclusive Remedies

24.1 The rights and remedies set forth in Sections 21 (Our Indemnity) to 24 (Exclusive Remedies) constitute your exclusive rights and remedies in respect of the matters indemnified under Section 25 (Your Indemnity) of these Terms.

25 Your Indemnity

25.1 Scope of Indemnity

25.1.1 Throughout the contractual relationship, and subject to the provisions of these Terms, You shall indemnify and defend us against all Indemnifiable Losses arising from or related to:

25.1.1.3 any material misrepresentation or material breach of warranty by you of any warranty or representation set forth in these Terms;

25.1.1.4 any material breach by you of any covenant set forth in these Terms;

25.1.1.5 any claim of personal injury or tangible personal property damage (including data) of whatsoever nature or kind arising, in whole or in part, except as a result of our and or our Representative's, employees, subcontractors or agent's gross negligent or wilful misconduct;

25.1.1.6 any claim brought against us by any Third Party arising from or relating to:

(i) any of your financial loss from use of, or lack of ability to use, Software, including your lack of taking additional measures as stipulated in Section 23.1.4; or

(ii) modification of the Software by you; or

(iii) any use of the Software other than as permitted under these Terms.

26 Duration of Indemnity

26.1 The provisions of Sections 21 (Our Indemnity) and 25 (Your Indemnity) herein shall survive for a period of two (2) years following the termination of these Terms.

27 Force Majeure Event

27.1 Definition

27.1.1 Force Majeure Event means any act or event, whether foreseen or unforeseen, that meets all three of the following tests, the act or event prevents a Party (the "Nonperforming Party"), in whole or in part, from:

(i) performing its obligations under these Terms; or

(ii) satisfying any conditions to the Performing Party's obligations under these Terms ("Performing Party").

27.1.2 The act or event is beyond the reasonable control of and not the fault of the Nonperforming Party.

27.1.3 The Nonperforming Party has been unable to avoid or overcome the act or event by the exercise of due diligence. Despite the preceding definition of a Force Majeure Event, a Force Majeure Event excludes economic hardship, changes in market conditions or insufficiency of funds.

27.2 In furtherance of the definition of Force Majeure Event and not in limitation of that definition, each of the following acts and events are deemed to meet the requirements of Section 26 and to be a Force Majeure Event:

27.2.1 war, flood, lightning, drought, earthquake, fire, volcanic eruption, landslide, hurricane, cyclone, typhoon, tornado, explosion, civil disturbance, act of God or the public enemy, terrorist act, military action, epidemic, famine or plague, action of a court or public authority, internet or computer network or communications interruptions, electrical or mechanical failure of computer networks or communications systems or Servers or failure of adequate electrical supply to computers, servers or our data centre equipment, or strike, work-to-rule action, go-slow or similar labour difficulty, each on an enterprise-wide, industry-wide, region-wide or nationwide basis.

27.2.2 the list of Force Majeure Events set forth in subsection 27.2.1 is not exhaustive, and the principle of ejusdem generis is not to be applied in determining whether a particular act or event qualifies as a Force Majeure Event under Section 27 (Force Majeure Event).

28 Suspension of Performance

28.1 Subject to the provisions of Sections 30 (Conditions Precedent) and Section 31 (Resumption of Performance), if a Force Majeure Event occurs, the Nonperforming Party is excused from:

28.1.1 whatever performance is prevented by the Force Majeure Event to the extent so prevented); and

28.1.2 satisfying whatever conditions precedent to the Performing Party's obligations that cannot be satisfied, to the extent they cannot be satisfied (a "Suspension of Performance").

28.2 Notwithstanding the aforementioned, no obligation by either the Performing Party or the Nonperforming Party to make any payment required under these Terms is excused as a result of a Force Majeure Event.

29 Obligations of the Nonperforming Party

29.1 No later than two (2) working days after becoming aware of the occurrence of a Force Majeure Event, the Nonperforming Party shall furnish the Performing Party with a written report describing the particulars of the occurrence, including an estimate of its expected duration and probable impact on the performance of the Nonperforming Party's obligations under these Terms.

29.2 During the continuation of the Force Majeure Event, the Nonperforming Party shall furnish timely, regular written reports, updating the information required by these Terms and provide any other information that the Performing Party reasonably requests.

29.3 During the continuation of the Force Majeure Event, the Nonperforming Party shall:

29.3.1 exercise commercially reasonable efforts to mitigate or limit damages to the Performing Party; and

29.3.2 exercise commercially reasonable due diligence to overcome the Force Majeure Event; and

29.3.3 to the extent it is able, continue to perform its obligations under these Terms; and

29.3.4 cause the Suspension of Performance to be of no greater scope and no longer duration than the Force Majeure Event requires.

30 Conditions Precedent

30.1 The Nonperforming Party's performance of the covenant set forth in Section 28 is a condition precedent to its initial Suspension of Performance. If the covenant is performed, the Suspension of Performance is deemed to have commenced on the date the Force Majeure Event occurred.

30.2 During the continuation of the Force Majeure Event, the Nonperforming Party's performance of the covenants set forth in Section 27 are conditions precedent to its continued Suspension of Performance.

31 Resumption of Performance

31.1 When the Nonperforming Party is able to resume performance of its obligations under these Terms, or satisfy the conditions precedent to the Performing Party's obligations, it shall immediately give the Performing Party written Notice to that effect and shall resume performance under these Terms no later than two (2) working days after the Notice is delivered.

32 Termination as a result of a Force Majere Event

32.1 If the Suspension of Performance continues for a period of more than six (6) consecutive months as a result of a Force Majeure Event, both of us are entitled to terminate these Terms by giving a Notice to each other.

33 Severability

33.1 If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions of these terms remain in full force, provided that the essential terms and conditions of these Terms for each of us remain valid, binding, and enforceable.

34 Changes

34.1 We reserve the right at any time to modify these Terms and to impose new or additional terms or conditions on your use of the Software. Such modifications and additional terms and conditions will be effective immediately and incorporated into these Terms. Your continued use of the Software and our services will be deemed acceptance thereof.

35 Relationship Between Parties

35.1 The relationship between us and you is that of licensor/licensee and nothing contained in these Terms shall be construed to constitute any arrangement as a partnership, joint venture, or employee or agent of the other.

36 Governing Law and Choice of Jurisdiction

36.1 These Terms and any non-contractual obligations shall be governed by and construed in accordance with Danish Law.

36.2 We hereby submit to the exclusive jurisdiction of the Danish courts.