In this license agreement ( "License Agreement"), you, the holder of the license rights granted by this Agreement, are referred to as "Licensee" or "You". In accordance with the terms and conditions of this License Agreement, the Chicago Board of Trade ( "CBOT") and Chicago Mercantile Exchange ( "CME") ( "Licensors") grant Licensee a non-exclusive license to use the accompanying WINJAMMER™ software ( "Software"). In this License Agreement, the Software and any copies or modifications are referred to as the "Licensed Product."
       All rights to and in the Licensed Product, including, but not limited to patents, trademarks, copyrights, trade secret rights, and other proprietary rights belong to Licensors and Licensors hold title to each copy of the Software. If the computer on which you use the Software is a multi-user system, the License covers all users on a single system. Licensee shall not transfer or distribute the Licensed Product.

        This License Agreement is effective until terminated. Licensee may immediately terminate this License Agreement, without right to refund, by returning the Licensed Product to Licensors. Licensors may terminate this License Agreement if Licensee breaches any of the terms and conditions, or by giving Licensee thirty (30) days’ written notification. Upon termination of this License Agreement for any reason, Licensee shall return the Licensed Product to Licensors. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies, or damages, and Licensors’ proprietary rights shall survive termination.

        The Software is delivered in object code only. Licensee shall not copy, modify, translate, adapt, reverse engineer, decompile or disassemble the Software except as and to the extent expressly authorized by law.

        Licensee’s exclusive remedy under this limited warranty is the replacement of any defective physical media on which the Software is furnished, as provided below. Licensors do not warrant that the functions contained in the Licensed Product will meet Licensee’s requirements or that the operation of the Software will be uninterrupted or error-free. Licensors warrant that the media on which the Software is furnished will be free from defects in materials and workmanship under normal use during the initial 30 days following your receipt of the Software. Any other software and any hardware furnished with or accompanying the Software is not warranted by Licensors. To receive a replacement for defective media under this limited warranty, return the defective media to the CBOT or CME.

        EXCEPT AS PROVIDED ABOVE, THE LICENSED PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTION AND FITNESS FOR A PARTICULAR PURPOSE, AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PRODUCT IS WITH LICENSEE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE CBOT OR CME, THEIR AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY AND LICENSEE MAY NOT RELY ON SUCH INFORMATION OR ADVICE.

        LICENSORS’ SOLE OBLIGATION OR LIABILITY UNDER THIS AGREEMENT IS THE REPLACEMENT OF DEFECTIVE MEDIA ACCORDING TO THE LIMITED WARRANTY ABOVE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY LOSS OF DATA, OR DAMAGES FOR LOSS OF PROFITS OR LOST SAVINGS OR OTHER PECUNIARY LOSS, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.

        Licensee acknowledges that the Software incorporates confidential and proprietary information developed by Licensors. Licensee will take all reasonable precautions necessary to safeguard the confidentiality of the Software, including (i) those taken by Licensee to protect its own confidential information and (ii) those which Licensors may reasonably request from time to time. Licensee will not allow the removal or defacement of any confidentiality or proprietary notice placed on the Software. The placement of a copyright notice on the Software will not constitute publication or otherwise impair its confidential nature.
       Licensee will not disclose, in whole or in part, any item of the Software to any individual, entity or other person, except to those of its employees or consultants who (i) require access for authorized use of the Software and (ii) agree to comply with the use and non-disclosure restrictions applicable to the Software under this Agreement. Licensee acknowledges that any unauthorized use or disclosure of the Software may cause irreparable damage to Licensors. If an unauthorized use or disclosure occurs, Licensee will immediately notify Licensors and take all steps which may be available to recover the Software and prevent its subsequent unauthorized use or dissemination.
       Licensee will have no confidentiality obligation with respect to any portion of the Software that (i) it independently developed before receiving the Software under this Agreement, (ii) it lawfully obtained from a third party under no confidentiality obligation; or (iii) became available to the public other than as a result of any act or omission by it or any of its employees or consultants.

        Licensee acknowledges that the Software and all related technical information, documents and materials are subject to export controls under the U.S. Export Administration Regulations and the export regulations of other countries. Licensee may not re-export the Software or any related technical information, document or material unless it has obtained an appropriate authorization from the U.S. Commerce Department and any other relevant government authority.

        Use, duplication or disclosure by the U.S. Government or any of its agencies is subject to the restrictions set forth in Subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS Section 252.227-7013 and/or the Commercial Computer Software Restricted Rights Clause at FAR Paragraph 52.227-19(c). Copyright holders: Chicago Board of Trade, 141 West Jackson Boulevard, Chicago, Illinois 60604 and Chicago Mercantile Exchange, 30 South Wacker Drive, Chicago, Illinois 60606.

        Any attempt to sublicense, assign or transfer any of the rights, duties or obligations hereunder is void. This Agreement shall be governed by and interpreted under the laws of the State of Illinois, United States of America, without regard to conflicts of laws provisions.