In A Nutshell

The data is for your personal use ONLY within NinjaTrader:

The data is provided strictly for the NinjaTrader licence holder with 1 purchase of data for 1 licence and shall not be shared between licences or copys of NinjaTrader

You must not copy the data or distribute it in ANY way whatsoever:

This is STRICTLY forbidden and breaches the Terms & Conditions of this Agreement

You cannot pass data via .ntd, text or other file formats via forums, email or any other transfer method(s):

This is STRICTLY forbidden.  Forums are monitored by Portara and NinjaTrader for any breaches of this Agreement.

The Agreement

IMPORTANT-READ THESE TERMS BEFORE YOU FINALIZE YOUR ORDER.  BY CLICKING THE ACCEPTANCE BUTTON OR ACCESSING THE SELECTED DATA, CUSTOMER REPRESENTS IT UNDERSTANDS THIS AGREEMENT AND AGREES TO AND CONSENTS TO BE BOUND BY ALL TERMS OF THIS AGREEMENT AND TO THIS TRANSACTION BEING CONDUCTED BY ELECTRONIC MEANS.  LICENSORS ARE ALLOWING USE OF THE DATABASE IN CONSIDERATION OF CUSTOMER’S AGREEMENT TO THESE TERMS.  IF CUSTOMER DOES NOT AGREE TO ALL TERMS OF THIS AGREEMENT, CUSTOMER MAY NOT OBTAIN THE SELECTED DATABASE.

This Agreement is made between Portara Capital Limited., a company registered in England and Providers (collectively “Licensors”), and you and the company you represent if applicable (“Customer”).

1.                    License.  As used in this Agreement, “Database” means certain raw historical market information selected by Customer and delivered by Licensors pursuant to Customer’s order.  Licensors hereby grant to Customer, and Customer accepts, a non-exclusive, non-transferable license to use the Database only in accordance with this Agreement.  The Database may be used only by Customer and employees of Customer, if any, at any Customer location, but may not be used by any affiliate of Customer.  Customer agrees that Customer will not assign, sublicense, transfer, pledge, lease, rent or share Customer’s rights under this Agreement, nor permit any third party to access all or any portion of the Database.  Customer may use limited and minor printed extracts of screen displays of minor portions of the Database in Customer’s business, if all proprietary notices including copyrights are properly included.  Except as authorized under this paragraph, no copies of the Database or any portions thereof may be made by Customer or any person accessing such items by or through Customer’s acts or omissions.  Customer acknowledges and agrees that the Database consists of proprietary, unpublished products owned by or licensed to Licensors, protected under U.S. copyright law and trade secret laws of general applicability.  Customer further acknowledges and agrees that all right, title and interest (including all intellectual property rights) in and to the Database are and shall remain with Licensors or their licensors as applicable.  This Agreement does not convey to Customer an interest in or to the Database, but only a limited right of use revocable in accordance with the terms of this Agreement.  As consideration for this license, Customer agrees to pay the applicable license fee.

2.                    Inspection.  Customer will allow Licensors, their agents and contractors, access to any Customer location during normal business hours with reasonable advance notice to observe the use and status of the Database provided by Licensors and Customer’s compliance with this Agreement.  Licensors may monitor the number of terminals accessing the Database.

3.                    Term.  This Agreement is effective upon Customer’s clicking the acceptance button, and shall continue until terminated in accordance with its terms.  Customer may terminate this Agreement at any time by deleting the Database from any storage device and returning any disks of same and extracts therefrom to Licensors.  Licensors may terminate this Agreement upon the breach by Customer of any term hereof, or in the event of the filing by or against Customer of a voluntary or involuntary petition in bankruptcy, or the insolvency or dissolution of Customer.  Upon such termination by Licensors, Customer agrees to return to Licensors all copies of the Database and portions thereof and deleting the Database from all of Customer’s storage devices.

4.        Warranties, Disclaimers and Limits of Liability.

a.        Limited Warranty.  Licensors warrants the Database contains the historical market information for the financial instruments and time periods selected by Customer in its order and which Licensors had in its possession at the time of shipment.  Customer acknowledges that: (i) it is not possible to produce a Database which is free of error or defect; and (ii) Licensors is not the originator of the historical data contained in the Database (the originators of the historical data are hereafter referred to as “Market Data Originators”), and it is not possible to identify or remedy every error prior to delivery.  Customer will notify Licensors by certified mail, return receipt requested, of any claim of defect within 30 days after receipt of the Database.  If the Database is found to be defective by Licensors, Licensors’ sole obligation under this warranty is to replace the defective Database or refund the fees paid at Licensors’ option, provided Customer notifies Licensors of the defect within 30 days after Customer’s receipt of the Database.  Any modifications made to the Database after Customer’s receipt shall immediately terminate the warranty.

b.        DISCLAIMER.  THE RIGHT TO USE THE DATABASE IS GRANTED “AS IS” AND “WITH ALL FAULTS”.  EXCEPT FOR LICENSORS’ EXPRESS WARRANTY STATED ABOVE, NEITHER LICENSORS NOR ANY MARKET DATA ORIGINATOR MAKES ANY REPRESENTATIONS, GUARANTIES OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE DATABASE IS VIRUS-FREE.  CUSTOMER ACKNOWLEDGES IT HAS NOT RELIED UPON ANY REPRESENTATION, GUARANTY OR WARRANTY MADE BY LICENSORS EXCEPT AS EXPRESSLY STATED HEREIN.  THE EXPRESS WARRANTY STATED ABOVE IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF LICENSORS FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE DATABASE.

c.        Limit of Liability.  Customer acknowledges Licensors have no knowledge of, and Customer is solely responsible for, Customer’s use of and reliance on the Database.  Customer agrees Licensors and Market Data Originators, their affiliates, employees, agents, and contractors (collectively, “Protected Parties”), will not be liable for any errors or omissions in the information in the Database, nor for any loss, cost or damage (including without limitation trading losses, lost profits, indirect, incidental, special, punitive, consequential or similar damages), suffered or incurred by Customer or any third party arising out of the use of the Database or this Agreement, even if such parties are advised of the possibility of such damages.  In any event, (i) the aggregate liability of the Protected Parties arising out of or in connection with this Agreement will not exceed the amount paid by Customer for the Database, regardless of the cause or form of action, and (ii) the Protected Parties will not be liable to Customer on any claim that arose more than one (1) year before the institution of a suit thereon.  The parties agree this Agreement reflects a reasonable allocation of risk and limitation of liability.  If some jurisdictions do not allow the exclusion or limitation of liability for certain damages, in such jurisdictions, the liability limits in this Agreement shall be limited in accordance with this Agreement to the extent permitted by law.

5.                    Indemnification.  Customer will defend, indemnify and hold harmless Licensors and Market Data Originators, and their directors, employees, representatives, agents and contractors from and against any claim, loss, liability, cost or damage, including reasonable attorneys fees, arising from (i) Customer’s breach of this Agreement; or (ii) any third party accessing, or receiving advice based on, the Database by or through Customer’s acts or omissions.

6.                    Miscellaneous.

a.                    Entire Agreement.  This Agreement is the entire agreement between the parties, and supersedes and merges all prior oral or written proposals and agreements, relating to the subject matter of this Agreement.

b.                    Law and Venue.  This Agreement is deemed to have been entered into in, and shall be governed and construed in accordance with the laws of, the State of Colorado, without giving effect to principles of conflict of laws which might otherwise require application of the laws of another jurisdiction.  Every controversy or claim arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state or federal courts located in Denver, Colorado, and the parties waive any objection to jurisdiction or venue therein. The prevailing party in any legal action or proceeding with respect to a controversy or claim arising out of this Agreement shall be entitled to an award of its reasonable attorney’s fees and expenses.

c.                    Severability.   Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.

d.                    Assignment.  Customer may not assign, sublicense or otherwise transfer or delegate any rights or obligations under this Agreement without Licensors’ prior written consent, which will not be unreasonably withheld.  This Agreement shall be binding upon and inure to the benefit of the respective parties, their legal representatives, successors and permitted assigns.  Market Data Originators are third party beneficiaries of Customer’s obligations under this Agreement, but there are no other third party beneficiaries of this Agreement.

e.                    Providers.  “Providers” are defined as the parties who collect, store and maintain the raw historical market information which is made available to Customer to select for the Database.  As of the effective date of this Agreement, the Providers include CQG, Inc., a limited liability corporation registered in the State of Colorado, USA.

f.                     Amendments and Waivers.  This Agreement may not be modified, except by a written document executed by both parties.  The failure of either party to exercise any right provided under or in connection with this Agreement shall not be deemed a waiver of any future exercise of such right or a waiver of any other provision or breach of this Agreement.

g.                    Correct Information.  The person accepting this Agreement represents (i) the information submitted in the order process is complete and accurate and (ii) he/she is authorized to legally bind Customer.