THIS EULA IS A LEGAL AGREEMENT BETWEEN YOU (“You”) AND CHICAGO MERCANTILE EXCHANGE INC. ("CME") (A DELAWARE CORPORATION WITH ITS PRINCIPAL PLACE OF BUSINESS IN ILLINOIS), FOR THE CME APPLICATION YOU ARE ATTEMPTING TO ACCESS, WHICH INCLUDES COMPUTER SOFTWARE AND ASSOCIATED MEDIA AND DOCUMENTATION (COLLECTIVELY "Software"). BY DOWNLOADING, INSTALLING, ACCESSING OR UTILIZING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA.
You acknowledge that the Software is protected by copyright and other intellectual property laws. You further acknowledge that all right, title and interest therein are the solely property of CME and that You receive no rights, title or interests in the Software except as expressly set forth herein. You agree not to challenge CME’s rights in or otherwise attempt to assert any rights in the Software, except those provided under this EULA. Subject to the terms set forth in this EULA, CME hereby grants to You and You fully accept, upon delivery, a nonexclusive, nontransferable and perpetual (unless earlier terminated as provided below) right to use only the executable version (no source code) of the Software solely for Your own internal business purposes. To the maximum extent permitted by applicable law, You may not assign, resell or otherwise transfer for value the Software.
You agree not to copy the Software. You agree not to disclose, modify, decompile, translate, disassemble or reverse engineer the Software. You agree not to distribute, rent or lease the Software. You agree not to use the Software as a commercial provider of hosting services or application service provider. You agree to follow the Users Guide when using the Software. You agree not to use any program or application to interface with the Software. You agree not to use the Software except as expressly permitted under this EULA. You acknowledge that the Software contains information deemed confidential or otherwise proprietary to CME, and You agree to handle the Software with at least the same degree of care employed with respect to Your own confidential or proprietary information.
To the maximum extent permitted by applicable law, CME MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESSED OR IMPLIED WITH RESPECT TO THE SOFTWARE, ITS QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
You understand and acknowledge that CME will not be liable for network-related problems attributable to the operation of the Software and that network configuration changes may affect the system's performance. In addition, You understand and acknowledge that the order and position status information that may be provided through the Software and the system may, at times, not be valid, timely, complete or accurate and that if You have any questions or concerns regarding the validity, timeliness, completeness or accuracy of the order and position status information, where available, You will contact the Global Command Center and/or the Clearing Customer Service Desk, each where appropriate, to confirm its accuracy, or lack thereof. You further acknowledge that any liability of CME, its affiliates and subsidiaries, in relation to order and/or position status shall be subject to the limitations and conditions of this EULA.
For security purposes, CME advises that You: (a) memorize your password for access to the Software and its applications; (b) not share your ID and password with any other person; and (c) create a written record of Your password. You understand and acknowledge that: (x) You are responsible for protecting as confidential Your e-mail address, user ID, unique password, and other account information associated with Your use of the Software and its applications; and (y) while CME has endeavored to limit and protect access to the Software and its applications, CME bears no obligation or liability whatsoever with respect to access to the Software and its applications.
To the maximum extent permitted by applicable law, CME’s entire liability under this EULA shall be limited to the amount paid by You for the Software.
IN NO EVENT WILL CME BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, even if advised of the possibility of such damages. In particular, and without limitation, CME shall have no liability for any data stored or processed with the Software, including the costs of recovering such data.
You may not export, ship, transmit, or re-export the Software in violation of any applicable law or regulation, including, without limitation, the Export Administration Regulations issued by the United States Department of Commerce, or any such similar law or regulation issued by such other governmental entity which may have jurisdiction over such export.
Your right to use the Software continues until this EULA is terminated. You may terminate this EULA at any time by destroying all of Your copies of the Software. This EULA will automatically terminate if You fail to comply with the material terms of this EULA. Upon any termination, You agree to remove all Software from Your computers, destroy all copies of the Software, and, upon request from CME, certify in writing Your compliance herewith.
If any of the terms, or portions thereof, of this EULA are invalid or unenforceable under any applicable statute or rule of law, the court shall reform the contract to include an enforceable term as close to the intent of the original term as possible; all other terms shall remain unchanged.
This EULA constitutes the entire agreement between You and CME relating to the subject matter hereof, and any additions to, or modifications of, this EULA shall be binding upon the parties only if the same shall be in writing and duly executed by You and by a duly authorized representative of CME.
The waiver or failure of either party to exercise in any respect any right provided for in this EULA shall not be deemed a waiver of any further or future right under this EULA.
This EULA shall inure to the benefit of, and is freely assignable to, CME’s successors and assignees of rights in the Software.
This EULA is governed by the laws of the State of Illinois, without regard to its choice of law principles.