This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single legal entity) (the "Licensee") and Pelican Exchange Limited with its registered address at 78 York Street, London, England with company number 09437275 ("PELICAN") to use the Platform and/or Software (as defined below).
This EULA applies from the date when the Licensee first uses the Platform (as defined below).
The Licensee agrees to be bound by the terms of this EULA when they first access the Platform (as defined below) or, if earlier, by installing, copying, downloading or otherwise using the Software. PELICAN may add to, change, or remove any part, term, or condition of this EULA at any time without prior notice or liability to the Licensee. By continuing to use the Platform and/or Software after such addition, change or removal, the Licensee is indicating the Licensee’s acceptance thereto. If the Licensee does not agree to the terms of this EULA, the Licensee may not install, copy, download or otherwise use the Platform and/or Software.
"Accessible Code" means source code that is unprotected and accessible.
"Authorised User" means a person who accesses and uses the Platform and/or Software under a User License.
"Embedded Software" means any third party software which may contain Accessible Code, Protected Code or Media licensed by Pelican from a third party and embedded in the Platform and/or Software.
"Media" means all images, icons, text files, pdfs or other static non-code assets contained within the Platform and/or Software.
"OEM Distribution" means distribution of Software as either a bundled add-on to, or embedded component of, another application with such application being made available to its users as, but not limited to, an on-premises application, a hosted application, a Software-as-a-Service offering or a subscription.
"Platform" means any website, app (iOS, Android or other) or desktop interface provided in partnership with Pelican Exchange Limited and London & Eastern LLP.
"Protected Code" means any source code that is protected against access by the Licensee and any third party without PELICAN’s prior written permission and is otherwise not accessible under this EULA.
"Software" means the software that is used in or otherwise applies to the Platform, which may include computer software, Accessible Code and Protected Code and may include associated media, Media, printed materials, "online" or electronic documentation, updates, upgrades, modified software, Internet-based services and Embedded Software.
"User License" means a license granted under this EULA to the Licensee to permit an Authorised User to use the Platform and/or Software.
Upon Licensee’s acceptance of this EULA, PELICAN grants the Licensee the non- exclusive right to install a single instance of the Software and use the Platform and/or Software in accordance with the plan the Licensee ordered subject to the Licensee complying with the terms of this EULA and the Licensee acknowledging that PELICAN has the right to licence the Software and the Platform to any other person or entity as it determines in its absolute discretion:
The license granted hereunder is subject to the condition that the Licensee is the sole Authorised
User.
The license granted by PELICAN under this EULA is worldwide, non-exclusive and non- transferable and terminable by PELICAN on notice. Furthermore, the Licensee may not sub-licence or purport to sub-licence the Software or the Platform or any rights granted to it hereunder.
The Licence shall remain in effect until terminated by PELICAN in accordance with this EULA.
Except as otherwise agreed in writing by PELICAN, the Licensee shall only use the Platform and/or Software and make the Platform and/or Software available for use on hardware systems owned, leased or controlled by the Licensee.
If the Licensee installs the Platform and/or Software or makes the Platform and/or Software available for use on hardware systems not owned, leased or controlled by the Licensee (the "Uncontrolled Systems"), the Licensee will (a) be in breach of this EULA and (b) indemnifies PELICAN for all costs, damages and loss which PELICAN suffers arising from such installation or use of the Platform and/or Software on the Uncontrolled Systems.
The Licensee understands that PELICAN gives no warranty that the Software will be wholly free from defects, errors or bugs. The Licensee further acknowledges that PELICAN is merely making the Platform and the Software available for use by the Licensee and that any use made by the Licensee thereof is as determined by the Licensee and PELICAN has no obligation for (a) its use by the Licensee, (b) any losses incurred by the Licensee as a result of its use or of the non-availability of the Platform or Software for whatever reason, and (c) any content placed on the Platform by a third-party,
THE LICENSEE ACKNOWEDGES THAT THE PROVISION OF THE PLATFORM AND THE SOFTWARE BY PELICAN DOES NOT ENTITLE THE LICENSEE TO REQUEST OR REQUIRE ANY RECOURSE BY OR FROM ANY ADMINISTRATIVE OR REGULATORY BODY OR AUTHORITY.
The Licensee understands, acknowledges and agrees that access to the Platform and certain Platform and/or Software features, requires an Internet connection for which The Licensee is solely responsible. The Licensee is solely responsible for payment of any third party fees associated with its Internet connection, including but not limited to Internet service provider or airtime charges. Operation of the Platform and/or Software may be limited or restricted depending on the capabilities, bandwidth or technical limitations of the Licensee’s Internet connection and service. The Licensee understand, acknowledge and agree that Internet connectivity in relation to the Platform and/or Software is provided by third parties over which PELICAN has no control, and is governed by the respective terms of such third parties. The provision, quality, availability and security of such Internet connectivity, platform and/or Software and services are the sole responsibility of such third parties.
The Licensee shall not copy, reproduce, duplicate, or otherwise replicate the Software, in whole or in part, except as expressly permitted by the Licensor. Any unauthorized copying of the Software is strictly prohibited.
The Licensee shall not modify, alter, adapt, translate, reverse-engineer, decompile, disassemble, or create derivative works based on the Software. All rights to modify or adapt the Software are reserved exclusively by the Licensor.
The Licensee may not sell, sublicense, distribute, rent, lease, or otherwise transfer the Software, or any rights to use the Software, for commercial gain or other benefit. The Software is provided solely for the Licensee’s personal or internal business use and may not be commercially redistributed.
The Licensee shall not be required to pay PELICAN for the Platform and/or Software save that PELICAN
may determine that fees are subsequently payable. Failure to pay any such fees by the due date will result in the immediate termination of the User License granted under this EULA.
The Licensee acknowledges the Platform and/or Software contains Embedded Platform and/or Software and that in addition to the obligations of this EULA, additional obligations may apply in relation to any use of Embedded Platform and/or Software by the Licensee which is not in accordance with the use of the Platform and/or Software as permitted under the terms of this EULA. In such circumstances, the Licensee shall consult the relevant third party to acquire any necessary licenses and consents in relation to its use of any Embedded Platform and/or Software.
While the Licensee is permitted to conduct performance and comparison "benchmarking" in relation to the Platform and/or Software as a whole against other platform and/or Software, the Licensee shall not conduct any "benchmarking" in relation to the Platform and/or Software or any part thereof.
PELICAN or its relevant third parties own the title, copyright, and all other intellectual property rights in the Platform and/or Software and all subsequent copies of the Platform and/or Software, and its structure, organisation and code are valuable trade secrets of PELICAN and the relevant third parties. The Platform and/or Software and all copies thereof are protected by copyright and other intellectual property laws and treaties. Except as expressly set forth in this EULA, this EULA does not grant the Licensee any intellectual property rights in the Platform and/or Software, and the Licensee cannot use the Platform and/or Software except as specified herein. The Platform and/or Software is licensed, not sold and the Licensee does not acquire any rights of ownership in the Platform and/or Software hereunder. The Platform and/or Software may create data files automatically for use with the Platform and/or Software, and the Licensee agree that any such data files are deemed to be a part of the Platform and/or Software.
This EULA applies to updates, supplements, add-on components, or Internet- based services components, of the Platform and/or Software (the "Supplementary Platform and/or Software") that PELICAN may provide to the Licensee or make available to the Licensee after the date the Licensee obtains its initial copy of the Platform and/or Software, unless PELICAN provides other terms along with any Supplementary Platform and/or Software. PELICAN reserves the right to discontinue any Internet-based services provided to the Licensee or made available to the Licensee through the use of the Platform and/or Software.
PELICAN is not required to support, maintain or upgrade the Software even if it is aware of errors or flaws therein.
The Licensee shall at all times:
ensure that only an Authorised User uses the Platform and/or Software and only in accordance with the terms and conditions of this EULA; and
ensure that the Platform and/or Software is not used for rental, timesharing, subscription service, hosting or outsourcing.
The Licensee shall not, without the prior written consent of PELICAN (which may be withheld at PELICAN’s discretion and include certain conditions):
decompile, de-obfuscate reverse engineer, disassemble, modify, adapt, create derivative works from, or otherwise attempt to derive, any part or whole of the Platform and/or Software;
directly or indirectly access or use any Embedded Platform and/or Software independently of the rest of the Platform and/or Software;
sublicense, sell, rent, lease, loan, supply, publish, distribute (or redistribute), reproduce, transmit, circulate, disseminate, translate or reduce to or from any electronic medium or machine
readable form the Platform and/or Software or any data/information not owned by the Licensee which is provided to the Licensee through the Platform and/or Software to a person who is not an Authorised User;
later, edit, adapt, vary or amend the Platform and/or Software (including any Embedded Platform and/or Software, Protected Code or Accessible Code);
except as otherwise permitted in this EULA, publish, promote, broadcast, circulate or refer publicly to the PELICAN name, trade name, trademark, service mark or logo;
commit any act or omission the likely result of which is that PELICAN’s or any of its third party suppliers’ reputation will be brought into disrepute or which act or omission could reasonably be expected to have or does have a material and adverse effect on PELICAN’s interests;
distribute the Platform and/or Software via OEM Distribution without entering into a separate OEM Distribution Agreement with PELICAN;
modify or alter license protection mechanisms that are designed to manage and protect the intellectual property rights of PELICAN and its third party suppliers to try to defeat the Platform and/or Software or use rules that the license protection mechanisms are designed to enforce; or
copy or embed elements of the Accessible Code contained in the Platform and/or Software into other platform and/or Software,
If the Licensee discovers that it has breached any of its obligations under this EULA and in particular but not limited to the obligations in clause 7, the Licensee shall immediately report such breach to PELICAN, in writing.
Where a breach involves the distribution or use of Platform and/or Software outside of the terms of the User License or any Additional User License (including but not limited to the use and distribution of Embedded Platform and/or Software), PELICAN and/or any third party owner of Embedded Platform and/or Software will be entitled (without prejudice to any other right or claim that PELICAN or any third party owner of Embedded Platform and/or Software may have against the Licensee) to charge the Licensee, in addition to any other fees payable by the Licensee under this EULA, a fee calculated based on the number of prohibited distributions or uses multiplied by three times the respective list prices that PELICAN and/or any third party owner of Embedded Platform and/or Software charges for the Platform and/or Software or Embedded Platform and/or Software respectively.
If PELICAN reasonably suspects the Platform and/or Software has been distributed to or obtained by any person or party without PELICAN’s prior written consent, that Embedded Platform and/or Software is being varied or accessed or used independently of the Platform and/or Software or that the Licensee is otherwise breaching a term of this EULA and in particular, but without limitation, its obligations under clause 7, PELICAN reserves the right to require the Licensee to provide an unqualified certificate executed by the Licensee’s auditor verifying compliance with the terms of this EULA. Such requests shall be made no more frequently than once per calendar year. If such an unqualified certificate is not received by PELICAN within ninety (90) calendar days of being required, it will be considered that a breach of this EULA has occurred allowing PELICAN to terminate the licenses granted under this EULA.
Without prejudice to any other rights and in addition to any other termination rights in this EULA, PELICAN may terminate this EULA with immediate effect for any reason whatsoever including but not limited to the Licensee fails to comply with the terms and conditions of this EULA or the Licensee suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts.
Immediately upon termination of a license granted under this EULA, the Licensee shall at its own cost:
cease permitting access to and procure that all Authorised Users immediately cease all use of the
Platform and/or Software; and
remove all copies of the Platform and/or Software from its computer systems or any Uncontrolled Systems;
provide PELICAN with written certification that it has destroyed all copies of the Platform and/or Software including but not limited to all Accessible Code in its possession, custody or control.
The Licensee will indemnify and hold harmless PELICAN against all costs, expenses, losses and claims made against PELICAN as a result of any infringement of a third party’s intellectual property rights arising from the Licensee’s or its Authorised User’s unauthorised use of the Platform and/or Software under this EULA.
The Licensee acknowledges and agrees that if the Licensee breaches this EULA and PELICAN or any third party owner of Embedded Platform and/or Software suffers any loss, damage, cost or expense directly or indirectly in connection with the breach, PELICAN or the relevant third party owner of the Embedded Platform and/or Software may bring an action directly against the Licensee.
THE PLATFORM AND/OR SOFTWARE AND SUPPLEMENTARY PLATFORM AND/OR SOFTWARE ARE FURNISHED TO THE LICENSEE "AS IS" AND "AS AVAILABLE" AND WITHOUT WARRANTIES, DUTIES OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND.
PELICAN AND RELEVANT THIRD PARTY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, DUTIES AND CONDITIONS, EXPRESS (EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE BY THIS EULA) OR IMPLIED, STATUTORY OR OTHERWISE, OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
PELICAN AND RELEVANT THIRD PARTY LICENSORS DO NOT WARRANT THAT THE PLATFORM AND/OR SOFTWARE OR SUPPLEMENTARY PLATFORM AND/OR SOFTWARE, WILL MEET THE LICENSEE’S REQUIREMENTS OR PROVIDE SPECIFIC RESULTS, OR THAT THEY WILL BE UPDATED, OR THAT THE OPERATION OF ALL OR ANY OF THEM WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM AND/OR SOFTWARE WILL NOT DAMAGE ANY OTHER PLATFORM AND/OR SOFTWARE, HARDWARE OR DATA, OR THAT ANY NETWORK SERVICES OR PRODUCTS (OTHER THAN THE PLATFORM AND/OR SOFTWARE) UPON WHICH THE PLATFORM AND/OR SOFTWARE’S PERFORMANCE DEPENDS WILL CONTINUE TO BE AVAILABLE, UNINTERRUPTED OR UNMODIFIED. FURTHERMORE,
PELICAN AND RELEVANT THIRD PARTY LICENSORS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM AND/OR SOFTWARE OR SUPPLEMENTARY PLATFORM AND/OR SOFTWARE IN TERMS OF THEIR ACCURACY, RELIABILITY, COMPLETENESS OR OTHERWISE.
PELICAN AND RELEVANT THIRD PARTY LICENSORS SHALL HAVE NO RESPONSIBILITY FOR THE SECURITY OF, TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY OF THE LICENSEE’S COMMUNICATIONS OR PERSONALISED SETTINGS.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PELICAN, OR ANY THIRD PARTY SHALL CREATE A WARRANTY, DUTY OR CONDITION, OR IN ANY WAY CHANGE THIS EXCLUSION OF WARRANTY, DUTY AND CONDITION.
SHOULD THE PLATFORM AND/OR SOFTWARE OR THE MEDIA ON WHICH IT IS FURNISHED OR THE SUPPLEMENTARY PLATFORM AND/OR SOFTWARE PROVE DEFECTIVE, THE LICENSEE (AND NOT PELICAN OR ANY THIRD PARTY) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.
The Licensee may have remedies against PELICAN imposed by law or statute which cannot be excluded by PELICAN and its third party suppliers. To the extent that the Licensee has such legal remedies against PELICAN or its third party suppliers, then to the fullest extent permitted by law, PELICAN and its third party suppliers’ liability is limited, at PELICAN’s option, to repairing or replacing the Platform and/or Software o iif the limitation set out above is not applicable then to an amount of the liability up to a maximum of the sum of the amount actually paid by the Licensee for the Platform and/or Software during the last 12 months.
SUBJECT TO SECTION 13.1, IN NO EVENT WILL PELICAN (INCLUDING BUT NOT LIMITED TO ANY NEGLIGENCE ISSUES RELATED TO THIRD PARTY LICENSORS), ITS AFFILIATES OR RELEVANT THIRD PARTY LICENSORS BE LIABLE TO THE LICENSEE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO COMPENSATION, REIMBURSEMENT OR DAMAGES IN CONNECTION WITH, ARISING OUT OF OR RELATING TO THIS EULA ON ACCOUNT OF THE USE OR LOSS OF USE OF THE PLATFORM AND/OR SOFTWARE OR SUPPLEMENTARY PLATFORM AND/OR SOFTWARE, DOWNTIME OR THE LICENSEE’S TIME, LOSS OF PRESENT OR PROSPECTIVE PROFITS, LOSS OF DATA, INFORMATION OF ANY KIND, BUSINESS PROFITS, OR OTHER COMMERCIAL LOSS, OR FOR ANY OTHER REASON WHATSOEVER, WHETHER BASED ON THEORIES OF CONTRACT OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY), EVEN IF PELICAN, ITS AFFILIATES OR THIRD PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE PLATFORM AND/OR SOFTWARE AND SUPPLEMENTARY PLATFORM AND/OR SOFTWARE ARE FURNISHED TO THE LICENSEE FOR USE AT THE LICENSEE’S OWN RISK.
PELICAN, ITS AFFILIATES, AND THIRD PARTY LICENSORS WILL NOT BE LIABLE FOR DAMAGES FOR BREACH OF ANY EXPRESS (EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE BY THIS EULA OR SUPPLEMENTARY PLATFORM AND/OR SOFTWARE) OR IMPLIED WARRANTY, DUTY OR CONDITION, UNDER BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY RELATED TO THE PLATFORM AND/OR SOFTWARE, SUPPLEMENTARY PLATFORM AND/OR SOFTWARE, OR THIS EULA.
PELICAN, ITS AFFILIATES, AND RELEVANT THIRD PARTY LICENSORS CANNOT ENSURE THAT THE PLATFORM AND/OR SOFTWARE OR OTHER DATA THE LICENSEE ACCESS OR DOWNLOAD FROM OR THROUGH THE PLATFORM AND/OR SOFTWARE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES, AND PELICAN, ITS AFFILIATES, AND RELEVANT THIRD PARTY LICENSORS DISCLAIM ANY LIABILITY RELATED THERETO. PELICAN, ITS AFFILIATES and RELEVANT THIRD PARTY LICENSORS FURTHER DISCLAIM ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO THE LICENSEE’S USE OF THE PLATFORM AND/OR SOFTWARE.
IF, NOTWITHSTANDING THE TERMS OF THIS EULA, PELICAN, ITS AFFILIATES AND THIRD PARTY LICENSORS ARE FOUND TO BE LIABLE TO THE LICENSEE FOR ANY DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH THIS EULA, INCLUDING BUT NOT LIMITED TO THE LICENSEE’S USE OF THE PLATFORM AND/OR SOFTWARE, OR SUPPLEMENTARY PLATFORM AND/OR SOFTWARE, THEIR COLLECTIVE TOTAL AGGREGATE LIABILITY TO THE LICENSEE SHALL IN NO EVENT EXCEED THE SUM OF THE AMOUNT ACTUALLY PAID BY THE LICENSEE FOR THE PLATFORM AND/OR SOFTWARE DURING THE LAST 12 MONTHS
The Licensee grants PELICAN the right to include the Licensee as a customer in Platform and/or Software promotional material, including the Licensee’s logo.
This EULA may not be amended except with the written agreement of PELICAN whose consent may be withheld in PELICAN’s complete discretion without any requirement to provide reasons.
Whilst the Licensee may not assign this EULA, PELICAN may assign its rights and obligation under this EULA without consent of the Licensee.
The export of the Platform and/or Software from the United Kingdom may be subject to control or restriction by applicable local law. The Licensee is solely responsible for determining the existence and application of any such law to any proposed export and for obtaining any needed authorisation. The Licensee agrees not to export the Platform and/or Software from any country in violation of applicable legal restrictions on such export.
This EULA and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales and the Parties submit to the exclusive jurisdiction of the courts of England and Wales as the court of first instance with respect to any and all controversies in connection with this EULA.
Notwithstanding the foregoing, PELICAN reserves the right to seek and obtain injunctive relief, whether in the form of a temporary restraining order, preliminary injunction, injunction to enforce an arbitration award, or other order of similar import, including obtaining full payment of all fees and costs under this EULA from any court of competent jurisdiction (e.g. local courts at the Licensee place of residence) prior to, during, or after commencement or prosecution of arbitration proceedings or the final decision and award of the arbitrators.
The terms of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this EULA.
This EULA (and any addendum or amendment to this EULA which is included with the Platform and/or Software) is the entire agreement between the Licensee and PELICAN relating to the Platform and/or Software and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Platform and/or Software or any other subject matter covered by this EULA.
All notices given to PELICAN and/or to the Licensee shall be sent to support@pelicantrading.io and to the Licensee at the address provided by it. Notice will be deemed received and properly served 24 hours after an electronic communication (including email) is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an electronic communication, that such email was sent to the specified email address of the addressee.
If PELICAN fails, at any time during the term of this EULA, to insist upon strict performance of any of the Licensee’s obligations under this EULA, or if PELICAN fails to exercise any of the rights or remedies to which it is entitled under this EULA, this shall not constitute a waiver of such rights or remedies and shall not relieve the Licensee from compliance with such obligations.
A waiver by PELICAN of any default shall not constitute a waiver of any subsequent default.
No waiver by PELICAN of any of these terms and conditions shall be effective unless it is
expressly stated to be a waiver and is communicated to the Licensee in writing.
If any provision of the EULA (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable and to give effect to the commercial intention of the parties.
Nothing in the EULA is intended to, or shall be deemed to, establish any agency, partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
Neither party shall be liable for any delay or failure to perform its obligations under this EULA if such delay or failure is caused by a force beyond its reasonable control, including, without limitation, war (whether a declaration thereof is made or not), terrorism, sabotage, insurrection, rebellion, riot or other act of civil disobedience, act of a public enemy, act of any government or any agency or subdivision thereof, judicial action, lockouts, general strikes, fire, accident, explosion, epidemic, pandemic, quarantine, restrictions, storm, flood, earthquake, adverse weather conditions, other natural disasters, Acts of God, delays by third parties and any other cause beyond the reasonable control of the parties. Inability or failure to pay will not be considered an event of force majeure.
Clauses 1, 4, 5, 7, 9, 11, 12, 13, 14, 15, 16, 19, 20, 21, 22, 23, 24 and 25 shall survive any termination of this EULA.
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