You (“Subscriber”) hereby subscribe to the information service provided by Blue Systems of Room 3, Dekk House, Rue De Zippora, Providence, Mahe, Seychelles (“BS”) in accordance with the terms of this Agreement, being the licence of BS’s software and the use of any third party content (any and all such components of such information service shall be collectively referred to herein as "the Service").

Subscriber is deemed to be non-professional user, and must agree to the Non-Professional Declaration on BS’s Website. Subscribers will have to enter into a separate contract with a mobile network operator for any handset, voice, text and data package they subscribe to. Any questions relating to tariff subscriptions or that service should be directed to the mobile network operator and not BS.

TERM. The term (“Term”) of this Agreement begins on the day that BS has authorised access to the Service upon Subscriber proceeding with the installation of any of the Software (as defined below). It shall continue until it is terminated or cancelled in accordance with this Agreement.

PART A – SOFTWARE LICENCE

2. LICENCE. (a) BS hereby grants to Subscriber, and Subscriber hereby accepts, a non-exclusive, royalty-free, non-transferable licence for the Term to use the BS software known as Blue Mobile (the “Software”) and the supplied documentation (the “Documentation”) to access and use the Service and on the further conditions set out in this Part A, including without limitation the following:

(i) the Software and Service may be used only on the Authorised Display Devices referred to in clause 8 below;

(ii) only Subscriber and its employees (if any) may use the Software and Service and only for internal business use in its company or organisation;

(iii) the Software and Service may only be used, and is only intended to be used, in accordance with such manuals, guides and/or technical specifications as may be contained in the Documentation, as well as with any recommendations that BS may make from time to time;

(iv) Subscriber hereby agrees that it will not assign, sub-licence, transfer, pledge, lease, rent, share, or in any way deal with, its rights hereunder in respect of the Software with any other party, or use the Software or any information contained within the Service to process third party work or otherwise act as a service bureau or agent;

(v) Subscriber further acknowledges and agrees that all legal and beneficial right, title and interest in and to the Software (or any of its components), and any information (whether confidential or not) obtained through using the Service and/or Documentation, are and shall remain with BS or its suppliers or a Source (as defined in clause 9 below), as appropriate.

(b) Notwithstanding the licence set out above, BS hereby reserves the right to change or discontinue any Service or feature at any time without notice.

3. COPIES. Subscriber hereby agrees not to make any copy of the Software, information contained within the Service and/or Documentation without the express written consent of BS except (subject to the provisions of clause 17 below) for a single back-up copy. Any such permitted copy shall include BS’s copyright and other proprietary notices.

4. SUPPORT. During the Term, BS will provide Subscriber with updates to the Software, which are made generally available to BS’s other customers and with reasonable e-mail support to assist in resolving problems with the use of the Software. Should Subscriber have a query it should send BS an e-mail to support@bluesystems.info or use the link to "Customer Support" under Contact Us at www.bluesystems.info.

5. LICENCE FEES. (a) Subject to clause 5(b) below, Subscriber shall not be liable for the payment to BS of any licence fee pursuant to this Agreement.
(b) Subscriber shall be and remain liable for any exchange or other Source fees or costs payable to BS and/or any third party pursuant to clause 9 below. BS will charge such fees or costs for an entire month irrespective of the date of commencement of the Term within the month. Thereafter, such fees or costs will be charged on a month in advance direct debit basis on the 28th of the month.

PART B – CONTENT

6. SERVICE REGISTRATION. (a) In order to obtain access to any Service Subscriber will be asked to register and provide certain registration information in order to receive a user name and password. Subscriber hereby agrees that any information provided to BS is accurate and hereby undertakes and covenants to keep it complete, accurate and up to date.

(b) Subscriber must keep its password confidential and not allow any third party to use its user name and password to access the Service. In the event that Subscriber becomes aware of any unauthorised use or suspects any unauthorised use or other breach of security, Subscriber must notify BS at the following e-mail address: support@bluesystems.info. Subscriber hereby agrees to co-operate fully with BS in any security investigations.

(c) Subscriber is solely responsible for its own computers and telecommunications equipment and any use or other activity in relation to its BS account including, for the avoidance of doubt, use by any third party authorised by Subscriber to use its user name and password. Further any fraudulent, abusive, offensive or illegal acts may, at BS’s sole discretion, be grounds for immediate termination of Subscriber’s BS account.

7. ACCESS TO SERVICE. (a) While BS endeavours to ensure that the Service and any information supplied are normally available 24 hours a day, BS shall not be liable if for any reason the Service or information (or any part thereof) is unavailable at any time or for any period. Access to the Service or information (or any part thereof) may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons set out in clause 24.

(b) Subscriber hereby accepts and acknowledges that the Internet and instant messaging are publicly available and may be liable to failures or delays and that therefore BS cannot guarantee the delivery of any message over the Internet or other telecommunications medium, nor the security of the Services. BS shall not be liable for any third party software used by Subscriber in relation to the Software or Services nor for any problems with telecommunications networks or equipment, viruses, Trojans, unauthorised access or any other issue relating to your security arrangements.

8. LICENSED USE. BS shall provide, and the Subscriber shall receive, the Service solely for the Subscriber’s internal use.

9. THIRD PARTY AGREEMENTS. For receipt of those portions of the Service which Subscriber elects to receive from time to time from exchanges, third party data providers or suppliers or developers and/or other providers (any of them in this Agreement referred to as a “Source”), Subscriber shall pay BS, or, if required, the Source. BS will charge the Subscriber such fees and expenses payable by BS in respect of such Services. Failure of Subscriber to comply with the provisions of this clause 9 shall constitute a material breach of this Agreement.

PART C – GENERAL

10. RIGHTS IN THE SOFTWARE, SERVICE AND DOCUMENTATION. (a) Subscriber hereby expressly acknowledges and accepts that the Service has been prepared by BS and the Sources through the application of methods and standards of judgement developed and applied through expenditure of substantial time, effort and money, and consists of proprietary, unpublished products of BS or the Sources (as appropriate), protected under intellectual property law. Subscriber further acknowledges that the Service contains trade secrets and proprietary data and that nothing in this Agreement shall be construed to convey any legal or beneficial title or ownership rights in the Service, the Software or information within the Documentation, or any portion thereof, to Subscriber.

(b) Subscriber hereby agrees to protect all proprietary rights of BS and all the Sources in their respective portions of the Service; and Subscriber shall honour and comply with all reasonable requests to protect the contractual, statutory and common law rights of BS and the Sources.

(c) In using the Software, information contained in the Service and/or Documentation, Subscriber will not disclose it to any third party, treat it in no worse way as it treat its own information, and in any event shall at least all necessary care in this respect. Subscriber hereby agrees not to use, transfer, distribute or dispose of any Software or any information contained within the Service in any manner that could compete with the business of BS or the Sources. Subscriber hereby further agrees to abide by all applicable copyright and other intellectual property laws as well as any additional copyright or other notices which may be included in the Software, Service or Documentation or as BS may reasonably direct from time to time.

(d) Subscriber will not communicate, distribute, transfer, sell or otherwise furnish or permit to be furnished the Service or any of the data, information or Software contained therein to anyone including but not limited to branch offices or other places of business of Subscriber, or to any third party person, firm or corporation, without the express prior written consent of BS.

11. CONTENT IN THE SERVICES. (a) Subscriber acknowledges and accepts that all information (of whatever type and in whatever media, and including without limitation any news or commentary thereon, or any direct or indirect advertising) available to Subscriber, or which Subscriber may have access to, as part of, or through the provision of or use by, the Services, is the sole responsibility of the person or entity from which such information originated or was provided.

(b) To the extent that any of the information referred to in Clause 11(a) above is not owned and provided by BS (which information, in whole or in part, being the “Third Party Content”), then (save where expressly stated otherwise in this Agreement) it shall not form the subject of any representation, warranty, obligation or responsibility of BS’s, whether pursuant to this Agreement, at common law or otherwise. Subscriber hereby acknowledges and accepts that BS does not examine any Third Party Content, nor accepts any duty of care in respect thereof.

(c) Without prejudice to the foregoing provisions of this Clause 11 and the provisions of Clause 13 below, BS does not represent, warrant or guarantee that the Third Party Content will be available free from disruption, defects, accuracy or completeness.

12. SUBSCRIBER WARRANTY. Subscriber hereby represents and warrants to BS that:

(a) it will not use or permit anyone to use the Service for any unlawful purpose;

(b) it has the right and authority to enter into this Agreement and perform hereunder. If Subscriber is an entity, the signatory below is authorised to act on behalf of the named Subscriber;

(c) it is not engaged in the business of vending financial quotation information or software.

(d) it is solely responsible for ensuring that its computer and telecommunications equipment are properly configured to receive any Software or Services. Subscriber hereby agrees that BS shall not be held liable for any reduced performance, damage or loss (including loss of data or interruption) which may be due to Subscriber’s downloading any Software or accessing the Service whether in conjunction with any other system, software, data or equipment or otherwise.

13. BS WARRANTY. (a) BS hereby warrants to Subscriber, that (i) for a period of sixty (60) days after commencement of the Term, the Software (save for any third party software therein), when used properly and in accordance with this Agreement, will perform substantially as described in the Documentation supplied for the Software; and (ii) BS has the right to grant the licence provided to Subscriber herein and that, so far as it is aware, the Service (save for any Third Party Content therein) does not infringes any copyright, patent, trademark, trade secret or other protected intellectual property right of any third party.

(b) If BS is in breach of clause 13(a)(i) then BS shall use reasonable endeavours to fix the Software so as to comply with the warranty. BS shall have reasonable time to do this. If BS is unable to do this then BS may elect to provide a refund of charges paid (if any) in respect of the defective Software and this will be BS’s sole liability in relation to this warranty.

(c) BS’s obligations under this clause 13 shall be conditional upon (i) the Subscriber promptly notifying BS in writing of a claim of breach of warranty setting out the nature and extent of the alleged breach and the loss suffered as a result; (ii) BS having sole control of any settlement and defence of any action to which the alleged breach relates; and (iii) Subscriber reasonably cooperating with BS to facilitate any such defence.

(d) The provision of the Service and BS’s obligations under this Agreement are conditional upon Subscriber’s strict compliance with the provisions of this Agreement and with all applicable laws and regulations and exchange rules, regulations, and contract terms which may pertain to the use of the Service. Notwithstanding any other term of this Agreement, it is understood and agreed by Subscriber that BS may discontinue the Service if parts thereof, without prior notice or liability, whenever the Sources, require such discontinuation, provided the BS will endeavour to provide prior notice when practicable and permitted by the Source.

14. EXCLUSION OF LIABILITY. (a) EXCLUSION OF LIABILITY. THE WARRANTIES SET OUT IN CLAUSE 13 ABOVE, ARE IN LIEU OF ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE, WHICH ARE HEREBY EXPRESSLY DISCLAIMED. NEITHER BS, NOR ANY OF ITS AFFILIATES, NOR ANY SOURCE, REPRESENT OR WARRANT THAT THE SERVICE (INCLUDING WITHOUT LIMITATION ANY THIRD PARTY CONTENT PROVIDED THEREBY) WILL BE UNINTERRUPED OR ERROR-FREE, COMPLETE OR ACCURATE. OR BE PROVIDED WITHOUT DELAY; NOR DO THEY MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO RESULTS TO BE OBTAINED FROM USE OF THE SERVICE. SUBSCRIBER EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT SUBSCRIBER’S SOLE RISK. SUBSCRIBER UNDERSTANDS THAT THE SERVICE MAY BE SUBJECT TO DELAYS AND INTERRUPTION WHICH ARE BEYOND CONTROL OF BS AND THAT BS SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR DELAYS AND INTERRUPTIONS WHICH ARE BEYOND ITS CONTROL.

(b) DISCLAIMER: THE RISK OF LOSS IN EQUITIES, CFD’S, FIXED INCOME, COMMODITIES, FX, FUTURES AND OPTIONS TRADING CAN BE SUBSTANTIAL. WHERE THE SUBSCRIBER USES THE SOFTWARE AND/OR THE SERVICES TO MAKE OR EFFECT ANY FORM OF SUCH TRADING, SUBSCRIBER SHOULD VERY CAREFULLY CONSIDER WHETHER SUCH TRADING IS SUITABLE FOR SUBSCRIBER IN THE LIGHT OF ITS FINANCIAL CIRCUMSTANCES. THE HIGH DEGREE OF LEVERAGE THAT IS OFTEN OBTAINABLE CAN WORK AGAINST AS WELL AS FOR SUBSCRIBER AND CAN LEAD TO LARGE LOSSES AS WELL AS GAINS.

15. LIMITATION OF LIABILITY. In no event will either BS or any Source be liable for any results obtained from using the Software or Service or the accuracy, completeness or reliability of any content or any information provided through the Service (including without limitation any Third Party Content), or for any loss of profit, loss of sales, loss of revenue, loss of economic use, loss of data, wasted time, loss of opportunity or for any consequential, indirect or incidental, or special damage however caused and whether arising under contract, tort (including negligence) or otherwise. Nothing in this Agreement shall act so as to exclude or limit liability, for (a) death or personal injury resulting from an act of negligence of BS, or (b) in respect of fraudulent acts or statements, or (c) to the extent that any exclusion or limitation of liability is not permitted by law.

16. INDEMNITY. (a) Subscriber hereby agrees to indemnify and hold BS and its affiliates harmless now and in the future from any and all losses, damages, liabilities, costs, charges and expenses, including reasonable attorney’s fees, arising out of:

(i) any breach by Subscriber of its obligations under this Agreement, or any failure to comply with the requirements of, or any obligations or requirements of any the Source;

(ii) Subscriber’s use of the Software or Service, including, without limitation, use of the Software or Service by anyone (using Subscriber’s user name and/or password) who is not authorised.

17.TERMINATION/CANCELLATION (a) The minimum Term is for one month with one month’s notice required by the Subscriber for cancellation. Subscribers can modify their subscriptions or cancel their Service by logging into “Blue Store”, the secure login section of the BS Website. Please note that e-mailing or sending an Instant Message to support@bluesystems.info does not constitute proper communication for modifications or cancellation of Service.

(b) BS shall be entitled to terminate this Agreement if in respect of Subscriber:

(i) a meeting of creditors is held or an arrangement or composition with or for the benefit of its creditors (including a voluntary arrangement as defined in the Insolvency Act 1986) is proposed by or in relation to it;

(ii) a chargeholder, receiver, administrative receiver or other similar person takes possession of or is appointed over or any distress, execution or other process is levied or enforced (and not being discharged within seven days) on the whole or a material part of the assets of it;

(iii) it ceases to carry on business or is deemed to be unable to pay its debts within the meaning of section 123 Insolvency Act 1986;

(iv) it or its directors or the holder of a qualifying floating charge gives notice of its intention to appoint, or make an application to the court for the appointment of, an administrator;

(v) a petition is presented (and is not discharged within 28 days) or a resolution is passed or an order made for the administration or the winding-up, bankruptcy or dissolution of it;

(vi) being an individual, he or she is declared bankrupt or is convicted of a criminal offence; or

(vii) there is the happening in relation to it of an event analogous to any of the above in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets.

(b) BS shall be entitled to terminate the Service if in BS’s reasonable judgement Subscriber is in material breach of any of its obligations under this Agreement.

(c) Termination of this Agreement under the provisions of this clause shall be without prejudice to any other remedy, which BS may have against the Subscriber.

(d) In addition to and notwithstanding the above, if Subscriber (if Subscriber is an entity) or any if its employees, agents or representatives, shall attempt to use or dispose of the Service in manner contrary to the terms of this Agreement, BS shall have the right, in addition to such remedies as may be available to it, to injunctive relief enjoining such acts or attempts, it being acknowledged that legal remedies are inadequate.

(e) Upon termination for whatever reason, Subscriber must destroy the Software, any information obtained through using the Service and the Documentation and any copies, and certify that this has been done if BS requests the same. All right to use the information obtained through using the Software, Service and Documentation shall immediately cease upon termination of this Agreement (howsoever arising).

18. RELATIONSHIP. The relationship between Subscriber and BS is that of independent contractors and nothing contained in this Agreement shall be construed to constitute the parties as partners, joint ventures or agents of one another. This Agreement shall not be assigned, novated, subcontracted, dealt with or otherwise transferred in whole or in part by Subscriber without the prior written consent of BS.

19. CONDUCT. (a) Any information or other material Subscriber transmits using the Service shall be considered non-confidential and non-proprietary. BS shall have no obligations with respect to such material or information. BS (or its nominees) shall be free to copy, disclose, distribute, incorporate and otherwise use such material and all data, images, sounds, text and other things embodied therein for any and all commercial or non-commercial purposes without further recourse to Subscriber.

(b) Subscriber is prohibited from transmitting any material, information or data using the Software or Service:

(i) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of this agreement, in breach of privacy or which may cause annoyance or inconvenience; or

(ii) for which Subscriber has not obtained all necessary licences and/or consents if they are required; or

(iii) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or

(iv) which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data); or

(v) that may interfere with the use of the Service or any services by others or undertake any course of action, whether by use of the website, telephone or any other means, which would cause a disproportionate level of activity. For an Internet telephony service and the purposes of this clause, use of more than 2 concurrent channels per phone number is considered to be a disproportionate level of activity.

(c) Subscriber may not misuse or corrupt the Software, Service, Documentation or any information supplied by BS (or its suppliers or a Source) in any way.

(d) BS shall fully co-operate with any law enforcement authorities or court order requesting or directing it to disclose the identity or locate anyone posting any material in breach of this clause and breach of this clause shall entitle BS to immediately terminate this Agreement and any Service upon giving Subscriber written notice.

20. DATA PROVISION. Real-time and historic data is supplied by Interactive Data Corporation of Fitzroy House, 13-17 Epworth Street, London, EC2A 4DL.
 

21. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements, understandings, arrangements, representations, proposals made by or between the parties with respect to its subject matter, and nothing stated heretofore or hereafter will be considered part of this Agreement without amendment in writing executed by both parties.

22. ASSIGNMENT. (a) Neither the terms and conditions of this Agreement nor any rights or obligations under this Agreement, shall be assigned, delegated, novated or otherwise transferred, or dealt with, by Subscriber (by operation of law or otherwise) without BS’s prior written consent. BS shall have the right to assign all or part of this Agreement without Subscriber’s approval. This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties.

(b) BS may engage one or more subcontractors to perform any or all of the obligations of BS hereunder.

(c) Any such subcontracting by either party shall not, unless the parties otherwise agree in writing, relieve the subcontracting party from any obligations hereunder.

23. WAIVER. (a) None of the provisions of the Agreement shall be deemed to be waived or modified, other than as expressly stated in writing signed by both parties.

(b)The failure of either of the parties hereto to enforce, or the delay by either party in enforcing, any of its rights under this Agreement shall not be deemed to be a waiver or modification by the parties of any of their rights under this Agreement.

24. NOTICE. Any notices required to be sent hereunder shall be sent by mail to the respective address set forth below or by fax to the number set forth below, unless either party notifies the other of a change in such address or number. Prompt written notice of any change of the name, nature or address of the Subscribers or Subscriber’s business shall be given by Subscriber to BS.

25. FORCE MAJEURE. Neither party shall have any liability for any default resulting from force majeure, which shall be deemed to include any circumstances beyond its control. Such circumstances shall include, but are not limited to: acts of the government, fires, floods, strikes, civil disturbance or terrorism, or power communications line, satellite or network failures or any other failure or interruptions affecting the Internet.

26. THIRD PARTY RIGHTS. The parties to this Agreement do not intend that any of its terms shall be enforceable by virtue of the Contract (Rights of the Third Parties) Act 1999 at common law or otherwise by any person who is not a party to this Agreement except that the Sources shall be entitled to enforce (by virtue of that Act) any term which relates expressly to them.

27. COSTS. In the event any legal action is taken by BS against Subscriber in order to enforce the terms and conditions of this Agreement, Subscriber agrees to pay on an indemnity basis all court costs, including disbursement and reasonable attorney’s fee incurred by BS.

28. LAW AND JURISDICTION. This Agreement shall be governed by the laws of England and the parties hereby agree to submit to the exclusive jurisdiction of the English Courts.

29. SURVIVAL. Clauses 14 to 18 inclusive and 24 to 29 inclusive shall survive termination of this Agreement.