License Agreement

THE USE OF THE SOFTWARE LICENSED TO YOU IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT BETWEEN Argo SE, Inc (“Licensor”) AND YOU (“the Licensee”). BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUNDED BY ALL OF THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT.

1. Definitions.

1.1. “Software” means that certain software platform commonly referred to as “Argo Trading Platform (ATP)” developed by Licensor as it exists on the date of this Agreement, including documentation regarding such software (to the extent Licensor has created any such documentation), source code of example programs, test programs and scripts.

1.2. “Intellectual Property” means patents and other patent rights (including patent disclosures and applications and patent divisions, continuations, continuations-in-part, reissues, reexaminations, and extensions thereof), copyrights (including with respect to the Software), and other rights in works of authorship (including registered and unregistered copyrights and unpublished works of authorship), trade secrets, trademarks (including with respect to the name “ATP”), and all other forms of intellectual property owned by Licensor.

1.3. “Use” means to utilize the Software (a) internally for the purposes of EVALUATION ONLY.

1.4. “Evaluation Period” is 30 calendar days period, starting from time point when Software is obtained and installed by Licensee

2. Limited License Grant.

Licensor grants you (“the Licensee”) a personal, non-exclusive, non-transferable, limited, perpetual, revocable license to install and to use Argo SE, Inc. Products (“the Software”). The Licensee must not re-distribute the Software in whole or in part, either separately or included with a product.

3. Restrictions.

The Software is confidential copyrighted information of Argo SE, Inc., and Argo SE, Inc. and/or its licensors retain title to all copies. The Licensee shall not modify, adapt, decompile, disassemble, decrypt, extract, or otherwise reverse engineer the Software. Software may not be leased, rented, transferred, distributed, assigned, or sublicensed, in whole or in part. The Software contains valuable trade secrets. The Licensee promises not to extract any information or concepts from it as part of an effort to compete with the licensor, nor to assist anyone else in such an effort. The Licensee agrees not to remove, modify, delete or destroy any proprietary right notices of Argo SE, Inc. and its licensors, including copyright notices, in the Software.

4. Disclaimer of Warranty.

The software and documentation are provided “AS IS,” WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH THE LICENSEE. THERE IS NO WARRANTY THE DOCUMENTATION, Argo SE, Inc.’s EFFORTS OR THE LICENSED SOFTWARE WILL FULFILL ANY OF LICENSEE’S PARTICULAR PURPOSES OR NEEDS. IF THESE WARRANTIES ARE UNENFORCEABLE UNDER APPLICABLE LAW, THEN Argo SE, Inc. DISCLAIMS SUCH WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY SUCH APPLICABLE LAW.

5. Limitation of Liability.

Argo SE, Inc. AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED BY THE LICENSEE OR ANY THIRD PARTY AS A RESULT OF USING OR DISTRIBUTING SOFTWARE. IN NO EVENT WILL Argo SE, Inc. OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF Argo SE, Inc. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. Termination.

The Licensee may terminate this License at any time by destroying all copies of Software. This License will terminate immediately without notice from Argo SE, Inc. if the Licensee fails to comply with any provision of this License. Upon such termination, the Licensee must destroy all copies of the Software. Argo SE, Inc. reserves all rights to terminate this License. This License will be terminated automatically upon reaching the end of the Evaluation Period.

NOTICE. The Product is not intended for personal, family or household use; rather, it is intended exclusively for professional use. Its utilization requires skills that differ from those needed to use consumer software products such as word processing or spreadsheet software.

GOVERNMENT RIGHTS: If the Software is licensed by or on behalf of a unit or agency of any government, the Licensee agrees that the Software is “commercial computer software”, “commercial computer software documentation” or similar terms and that, in the absence of a written agreement to the contrary, the Licensee’s rights with respect to the Software are limited by the terms of this Agreement

7. Intellectual Property.

7.1. Ownership. Licensor shall remain the sole and exclusive owner of all of its Intellectual Property including, without limitation, the Software. Licensee shall have no authority to grant any rights to any third party with respect to the Software or any other Intellectual Property. Licensor reserves all rights not expressly granted to Licensee in this Agreement.

8. Governing Law.

8.1. This Agreement shall be governed by the laws of the State of Illinois (without regard to its rules regarding conflicts of laws). Any dispute or claim arising out of or in connection with this Agreement or the performance, breach or termination thereof, shall be attempted to be settled by arbitration in Chicago, Illinois, under the rules of arbitration of the American Arbitration Association. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either party may apply to the state or federal court residing in Chicago, Illinois for injunctive relief without breach of this arbitration process. In the event of any litigation or arbitration proceedings arising out of or relating to this Agreement, the substantially prevailing party in such action shall be entitled to recover all costs and fees associated therewith including, without limitation, attorneys’ fees.