END USER LICENSE AGREEMENT

Last updated February 12, 2024.

IMPORTANT NOTICE: PLEASE READ THIS END USER LICENSE AGREEMENT ("EULA") CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. THIS END USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT BETWEEN THE USER (AS AN INDIVIDUAL OR ENTITY, “USER” OR "YOU") AND BALSAM RESEARCH, LLC (“COMPANY”), WHICH SETS FORTH THE RIGHTS AND OBLIGATIONS GOVERNING USE OF THE SOFTWARE AND ASSOCIATED DOCUMENTATION. BY INSTALLING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU ACCEPT THE TERMS AND CONDITIONS IN THIS EULA ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO ACCEPT THE TERMS AND CONDITIONS IN THIS EULA ON BEHALF OF SUCH COMPANY OR OTHER LEGAL ENTITY, AND TO LEGALLY BIND SUCH COMPANY OR OTHER LEGAL ENTITY. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL OR USE THE SOFTWARE.

1. DEFINITIONS

1.1 "Agreement" means this End User License Agreement ("EULA") that forms the entire agreement between the User and the Company regarding the use of the Software.

1.2 "Company" means Balsam Research, LLC.

1.3 "Software" means the software component(s) provided by Balsam Research, LLC ("Company"), including all related materials, updates, and documentation.

1.4 "User" means an individual or entity that has obtained a valid license to use the Software.

2. LICENSE GRANT

2.1 License Grant. Subject to the terms and conditions of this EULA, Company grants User a non-exclusive, non-transferable license to use the Software solely for User's internal business purposes.

2.2 License Restrictions. User shall not, and shall not permit any third party to: (a) modify, adapt, alter, translate, or create derivative works of the Software; (b) sublicense, lease, rent, loan, or otherwise transfer the Software to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (d) remove, alter, or obscure any proprietary notices or labels on the Software; (e) use the Software for any unlawful purpose or in violation of any applicable laws or regulations; or (f) distribute, disclose, or make the Software available to any third party.

2.3 Commercial Exploitation. User shall not, and shall not permit any third party to: (a) sell, transfer, transmit, or distribute the Software; (b) host, sublicense, or make the Software available to any third party for commercial purposes; (c) use the Software in connection with any service bureau, time-sharing, or similar arrangement; (d) incorporate the Software as a component of any commerical application for sale.

3. OWNERSHIP

3.1 Ownership. The Software is LICENSED, NOT SOLD. The Company retains all right, title, and interest in and to the Software, including all intellectual property rights therein. This EULA does not convey any ownership rights to the User.

3.2 User Feedback. The Company may incorporate User feedback and suggestions to improve the Software. You hereby assign any right, title and interest in and to any such suggestions, ideas or feedback to the Company.

4. SUPPORT AND MAINTENANCE

4.1 Support. Company may provide technical support and maintenance for the Software, in its sole discretion. Such support and maintenance may be subject to additional fees and terms.

5. DISCLAIMER OF WARRANTIES

5.1 No Warranties. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6. LIMITATION OF LIABILITY

6.1 Limitation of Liability. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THE SOFTWARE SHALL NOT EXCEED THE AMOUNT PAID BY USER FOR THE SOFTWARE.

7. COLLECTION OF PERSONAL INFORMATION

7.1 Personal Information. In connection with User's use of the Software, Company may collect certain personal information from User, including but not limited to, email address, IP address, user name, machine name, device ID identifying the physical hardware on which the Software is installed, and other information that may be necessary for providing and installing the Software.

7.2 Use of Personal Information. Company may use the collected personal information for the purposes of providing, maintaining, and improving the Software, as well as for marketing and promotional activities related to the Software. Company may also use the personal information to communicate with User regarding updates, support, and other matters related to the Software.

7.3 Protection of Personal Information. Company will take reasonable measures to protect the privacy and security of the collected personal information in accordance with applicable laws and regulations. Company will not disclose the collected personal information to third parties except as necessary for providing the Software or as required by law.

7.4 Consent. By accepting this EULA and using the Software, User consents to the collection and use of personal information as described herein.

8. THIRD PARTY COMPONENTS

**8.1 The Software may rely on software libraries from third party vendors including certain Open Source Software that are licensed separately from the Software. A list these libraries and their associated licenses is included with the Software and may also be found at https://backtester.balsamresearch.com/third-party-notices.txt. All third-party components are provided on an “as-is” basis, and the Company makes no express or implied warranties of any kind with respect thereto and assumes no liability for any damages regarding the use or operation of any such third party component.

9. GOVERNING LAW

9.1 Governing Law. This EULA shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflicts of law principles.

10. MISCELLANEOUS

10.1 Entire Agreement. This EULA constitutes the entire agreement between User and Company regarding the subject matter hereof, and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

10.2 Severability. If any provision of this EULA is held to be invalid or unenforceable, the remaining provisions of this EULA shall remain in full force and effect.

10.3 Waiver. The failure of either party to enforce any provision of this EULA shall not be deemed a waiver of such provision or any other provision hereof.

If you have any questions about this Agreement, you can contact the Company using the email address below.

IN WITNESS WHEREOF, the parties have executed this EULA as of the date User installs or uses the Software.

Balsam Research, LLC
[email protected]
www.balsamresearch.com