IMPORTANT: READ THIS LICENCE AGREEMENT BEFORE USING THIS SOFTWARE. YOUR USE OF THE SOFTWARE WILL INDICATE YOUR ACCEPTANCE OF ALL OF THE FOLLOWING TERMS AND CONDITIONS HEREIN. This User and License Agreement ("Licence")is entered into by and between TestBench Technologies Inc. ("Licensor"), and you, the end user ("Licensee").
This Licence sets forth the terms and conditions under which Licensor grants a license to use the Software. Licensee, therefore, agrees to the terms and conditions of this Licence and agrees to use the Software only in accordance with the terms and conditions of this Licence.
The Licensor provides its Software to you (as defined below) through its website and platform located at www.khalo.tech ("the Software") subject to the terms and conditions herein. By accepting this Licence or by accessing or using the Software or website, you acknowledge that you have read, understood, and agree to be bound by the terms herein.
If you are entering into this Licence on behalf of a Company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Licence, in which case "you" or "your" shall refer to such entity and its affiliates. If you do not have this authority, or if you do not agree with the terms herein, you must not accept this Licence and may not use this Software.
Your use of the Software, as defined below, is for self-directed use only. The information provided through the Software is for informational and educational purposes only, is not an investment recommendation, and should not be relied upon in making the decision to buy or sell a security or pursue a particular investment strategy. Should the Licensee choose to utilise information, or material or projections expressly stated and/or implied and/or derived from this Software, the Licensee does so at the Licensee’s own risk and the Licensor does not warrant the veracity, accuracy or stability of the information, material or projections therein. Irrespective of any fees paid.
The accuracy, completeness, timeliness or correct sequencing of the Information provided by this Software ("the Information") is not guaranteed by Licensor, the third parties or any parties transmitting the information. There may be delays, omissions or inaccuracies in the Information. The Information is not to be construed as an endorsement, recommendation, investment advice or an offer or solicitation to buy or sell securities of any kind but solely as a resource to Licensee. Licensee agrees not to use the Information for any unlawful purpose or for any purpose in violation of this Licence. Licensee agrees to protect Licensor’s and/or any third party’s respective contractual, statutory and common law rights in the Information and Software.
Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable, personal license to use this Software. Licensees who re-distribute the Software must indicate the nature of the Software and the copyright belonging to Licensor, must ensure that any recipient of the re-distributed Software agrees to be bound by the terms and conditions of this Licence and must show or otherwise make available the URL for the Software (https://khalo.tech) and may not modify the Software in any way, and may not charge for the Software in any way without express written permission from Licensor. Licensee may not modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software, or remove any proprietary notices or labels on the Software. Title, ownership rights and intellectual property rights in and to the Software shall remain with Licensor at all times irrespective of any licence fee, payment or form of remuneration made by Licensee. Licensee is solely responsible for all data electronically transmitted or use of any data, information or services obtained through use of the Software. Licensee is solely responsible for following the rules of the website to which this Software can connect and Licensor assumes no liability whatsoever for damages that may result from Licensee’s use or misuse of such site.
The Licensor owns and retains all worldwide right, title and interest in and to all: (a) Licensor’s Pre\Existing Intellectual Property, (b) General Enhancements,(c) Services Materials,(d) Training Materials, (e) Documentation, and (f) Implementation Architectures (together, the "Licensor Retained Property"), including any and all Intellectual Property therein and thereto. Except as expressly set forth herein, nothing in this Licence conveys any right, title, or interest in or to the Licensor Retained Property to the Licensee or any other third party.
This Software transmits personal data (including account information) to and from TestBench Technologies Inc. This Software may transmit non-personal information to third parties for the purpose of quality assurance and product development research. Licensor warrants that third parties do not and cannot receive information about your account or transactions.
LICENSOR HEREBY DISCLAIMS, AND LICENSEE HEREBY WAIVES ALL REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, THE WARRANTY OF FITNESS FOR A PARTICULAR USE, WARRANTY AGAINST INTERFERENCE WITH ENJOYMENT OF THE INFORMATION OR AGAINST INFRINGEMENT, AND ANY AND ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE INFORMATION OR ANY ASPECT OF THE SOFTWARE. THE SOFTWARE IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE AND EFFORT IS WITH THE LICENSEE. PORTIONS OF THE SOFTWARE ARE SUBJECT TO ADDITIONAL LIMITATIONS AND DISCLAIMERS AS SET FORTH HEREIN.
Licensee understands that each participating national securities exchange or association asserts a proprietary interest in all of the market data it furnishes to the parties that disseminate the data. Licensee also understands that neither any participating national securities exchange or association nor any supplier of market data guarantees the timeliness, sequence, accuracy or completeness of market data or any other market information or messages disseminated by any party. No disseminating party shall be liable in any way, and Licensee agrees to indemnify and hold harmless such party, including, but not limited, to the Licensor, for any inaccuracy, error message or any loss or damage arising from or occasioned by (i) any such inaccuracy, error, delay or omission; (ii) non-performance; or (iii) interruption of any such data, information or message, due either to any negligence act or omission by any disseminating party or to any force majeure (i.e., flood, extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, equipment or software malfunction), technical, hardware or software malfunctions, lost or unavailable network connections, or failed, incomplete or delayed computer transmissions, or any other cause. Licensee understands that the terms and conditions of this Licence may be enforced directly against Licensee by Licensor or by the national securities exchanges and associations providing the market data.
Licensor may change the terms and conditions of this Licence at any time by posting a notice on the Software. The revised terms and conditions shall become and deemed to be effective fourteen days from the date the notice is posted on the Software. Should the Licensee continue to utilise the Software after the expiration of such 14 day period, such use will constitute acceptance of the revised terms and conditions. Should the Licensee not accept or agree to any change to the terms and conditions of the Licence, the Licensee can opt instead to cease use of the Software altogether and send a cancellation email to email@example.com in accordance with the provisions for termination herein.
Licensee agrees to indemnify and hold Licensor, its affiliates, and any third party harmless from and against any and all claims, losses, liability, costs and/or expenses arising from Licensee’s violation of this Licence or any third party’s rights, including but not limited to copyright, proprietary and privacy rights. This indemnification and hold harmless obligation will survive the termination of this Licence.
In no event will Licensor, its affiliates, or any third party, be liable to Licensee or anyone else for any consequential, incidental, special or indirect damages, including but not limited to lost profits, trading losses and/or damages that result from inconvenience, delay or loss of the use of the Software, even if Licensor, or any third party, have been advised of the possibility of such damages or losses. Neither Licensor, its affiliates, nor any third party shall be liable for any loss resulting from a cause over which such entity does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other connectivity problems, unauthorized access, theft, operator errors, severe weather, earthquakes and strikes or other labor problems.
Licensee is responsible for the confidentiality and use of user IDs/passwords and other security data used in conjunction with Software. Licensee agrees that it will be responsible for data transmitted, or products or services obtained through the use of his/her user ID/password, including in the case of unauthorized access by a third party.
From time to time the Licensor may invite certain Licensees to utilise, at no charge, Licensor products or services that are not generally available to customers of the Licensor ("Beta Services"). You may accept or decline any such trial in your sole discretion. Any Beta Services will be clearly designated as beta, pilot, limited release, early access, developer preview, non\production or by a description of similar import. Beta Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. Beta Services provided "AS IS" with no express or implied warranty. The Licensor may discontinue Beta Services at any time in its sole discretion and may never make them generally available if Licensor so chooses. The Licensor will have no liability for any harm or damage arising out of or in connection with a Beta Service.
Confidential Information means any and all confidential or proprietary information or materials which have been or are hereafter disclosed or made available by one party (the "Disclosing Party") to the other (the "Receiving Party") in connection with this Licence, whether provided orally or in writing and in any form or media, including without limitation: (i) all trade secrets (ii) existing or contemplated products, services, designs, technology, processes, technical data, engineering techniques, methodologies and concepts and any related information (iii) information relating to business plans, sales or marketing methods and customer lists or requirements (iv) Customer\specific terms or pricing set forth in business proposals, this Licence, and (v) where the Licensor is the Disclosing Party, (a) the Licensor’s Pre\Existing Intellectual Property, (c) Services Materials, (d) Training Materials, and (e) Documentation.
The Licensee acknowledges that the disclosure of any aspect of the Confidential Information may give rise to irreparable injury to the Licensor inadequately compensable in damages. Accordingly, Licensor may seek to obtain injunctive relief, without any requirement to post security in any form whatsoever, to prevent the unauthorized use or disclosure, whether existing, imminent or threatened, of the Confidential Information in addition to any other remedies which may be available to it and the Licensee hereby agrees not to defend against such action on the basis that monetary damages are an adequate remedy. All remedies shall be cumulative and all such remedies may be exercised from time to time and as often and in such order as the Licensor deems expedient.
Nothing in this Licence or in the Khalo Website constitutes an offer or a solicitation for the purchase or sale of any security to any person or entity.
This Licence is the complete statement of the Licence and supersedes any proposal or prior communications between Licensor and Licensee relating to the subject matter of this Licence