This Software FX Online Service Agreement is between the entity you represent, or, if you do not designate an entity in connection with a purchase or renewal, you individually ("you" or "your"), and Software FX, Inc. ("SFX", “Licensor”, "we", "us", or "our"). It consists of the terms and conditions below (the “Agreement”). It is effective on the date we provide you with confirmation of your purchase or the date on which your renewal for the services is confirmed.

1. Use of Services.

  • a. Rights to use. We grant you the right to access and use the services, as further described in this agreement. You may use the service solely with any software application owned or licensed by you. You may not use, adapt, modify, redistribute, sublicense, sell or otherwise make available any portion of the service for use by software applications not owned or licensed by you. We reserve all other rights.
  • b. Acceptable use. You may use the service only in accordance with this Agreement. You may not reverse engineer, decompile, disassemble, or work around technical limitations in the service, except to the extent applicable law permits it despite these limitations. You may not disable, tamper with, or otherwise attempt to circumvent any mechanism that meters your use of the service. You may not rent, lease, lend, resell, transfer, or host the service, or any portion thereof, to or for third parties except as expressly permitted in this Agreement. You will not attempt to probe, scan, or test the vulnerability of the service or our networks or to breach any of our security or authentication measures.
  • c. Customer Data. SFX does not and will not assume any obligations with respect to Customer Data or to your use of the Product other than as expressly set forth in this Agreement or as required by applicable law.
  • d. Responsibility for your service account. You are responsible for maintaining the confidentiality of any non-public authentication credentials and tokens associated with your use of the services. You must promptly notify us about any possible misuse of your accounts or authentication credentials or any security incident related to the services.
  • e. Trial releases. We may make trials available for the service. Trials are provided "as-is," "with all faults," and "as-available," and are excluded from all limited warranties provided in this agreement. Trials may be subject to reduced or different security, compliance, and privacy commitments, as further explained in any additional notices provided with the trial. We may change or discontinue trials at any time without notice.

2. Availability, Pricing and Purchasing Services.

  • a. Availability. The available services can be categorized as one or a combination of the following: (i) Per Calls services. You commit in advance to purchase a specific quantity of service calls for use during a Term and to pay upfront or on a periodic basis in advance of use. Service calls not used during the Term will expire at the end of the Term.(ii) Pay-As-You-Go services. You pay based on actual usage in the preceding month with no upfront commitment. Payment is on a monthly basis in arrears and (iii) Trial services. You receive a limited quantity of service calls for a limited term without charge or as part of another SFX offering (for example, Studio FX Premium Subscription). Provisions in this agreement with respect to pricing, cancellation fees and payment may not apply.
  • b. Pricing and Payment. Payments are due and must be made according to the pricing details for your subscription displayed in our web site or the services portal. (i) For Per Calls services, the price level will be based on the quantity of service calls you ordered. Some services may permit you to modify the quantity of calls ordered during the Term and your price level may be adjusted accordingly, but price level changes will not be retroactive. (ii) For Pay-as-You-Go services, pricing is subject to change at any time upon notice.
  • c. Taxes. Prices are exclusive of any taxes. You must pay any applicable value added, goods and services, sales, or like taxes that are owed with respect to any order placed under this agreement and which we are permitted to collect from you under applicable law. You will be responsible for any applicable stamp taxes and for all other taxes that you are legally obligated to pay including any taxes that arise on the distribution or provision of Products to your customers.

3. Term, termination, and suspension.

  • a. Agreement term and termination. This agreement will remain in full force and effect during your continued use of the services. You can terminate the service at any time, however, no refunds will be provided for partially unused months and the service will be discontinued immediately after your termination request.
  • b. Suspension. We may suspend your use of the services if: (1) it is reasonably needed to prevent unauthorized access to the service; (2) you fail to respond to a claim of alleged infringement under Section 5 within a reasonable time; (3) you do not pay amounts due under this agreement; or (4) you violate other terms of this Agreement. If one or more of these conditions occurs, then: (i)For Trial services, we may suspend your use of the services and your account immediately without notice. (ii)For all other services, a suspension will be in effect only while the condition or need exists. We will give notice before we suspend, except where we reasonably believe we need to suspend immediately. We will give at least 7 days' notice before suspending for non-payment. If you do not fully address the reasons for the suspension within 30 days after we suspend, we may terminate your account and delete your customer data without any retention period. We may also terminate your account if your use of the services is suspended more than twice in any 12-month period.

4. Sample Code.

SFX grants you a nonexclusive, perpetual, royalty-free right to use and modify any code provided by the service for the purposes of illustration ("Sample Code") and to reproduce and distribute the object code form of the Sample Code, provided that you agree: (i) to not use SFX’s name, logo, or trademarks to market your software product or service in which the Sample Code is embedded; and (ii) to indemnify, hold harmless, and defend SFX and its suppliers from and against any claims or lawsuits, including attorneys’ fees, that arise or result from the use or distribution of the Sample Code.

5. Acceptable Use Policy.

Neither you, nor those that access the service through you, may use the service (i) in a way prohibited by law, regulation, governmental order or decree; (ii) to violate the rights of others; (iii) to try to gain unauthorized access to or disrupt any service, device, data, account or network;  (iv) in a way that could harm the service or impair anyone else’s use of it; or (v) in any application or situation where failure of the service could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage.

Violation of the terms in this section may result in suspension of the service. SFX will suspend the service only to the extent reasonably necessary. Unless SFX believes an immediate suspension is required, SFX will provide reasonable notice before suspending the service.

6. Financial Content and Third Party Data.

The service may provide information on various finance and accounting issues, securities and securities markets (collectively, "Financial Content") obtained by third-party data providers (collectively “Data Owners”) and from sources believed by SFX to be accurate and reliable; however there is no guarantee that any information on these matters is true, correct, or precise. ALL INFORMATION, INCLUDING BUT NOT LIMITED TO FINANCIAL CONTENT, IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. SFX AND THIRD DATA PROVIDERS MAKE NO REPRESENTATIONS AND DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES OF ANY KIND TO USER AND/OR ANY THIRD PARTY, INCLUDING WARRANTIES AS TO ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. Subject to your compliance with the terms and conditions of this Agreement, SFX grants you a limited, non-exclusive, non-transferable, license to access and use the Financial Content available via the service solely for its business purposes. In addition, Financial Content may be subject to restrictions of use and require additional license agreements with the Data Owners. Subject to the limited rights expressly granted hereunder, you acknowledge that the Financial Content is owned exclusively by the Data Owners.  You may not display or make Financial Content available in any Data Exchange Format to users, including but not limited to, vendors, contractors, partners and the general public (e.g., public websites, partner and vendor extranets, EDI applications, etc.). You may cache and store Financial Content for use within your services and software applications provided such use is in compliance with restrictions imposed by the Data Owners.

7. Warranties.

  • a. Limited warranty. We warrant that the services will meet the terms of this agreement during the Term. If the service fails to meet this warranty we will, at our option and as your exclusive remedy, either (1) return the price paid for the one-month of the service.
  • b. Limited warranty exclusions. This limited warranty is subject to the following limitations: (i)any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last one year from the start of the limited warranty;(ii)this limited warranty does not cover problems caused by accident, abuse or use of the service in a manner inconsistent with this agreement or our published documentation or guidance, or resulting from events beyond our reasonable control;(iii) this limited warranty does not apply to problems caused by a failure to meet minimum system requirements or failure by our external data providers; and(iv)this limited warranty does not apply to trial Offerings.
  • c. Disclaimer. Other than this warranty, we provide no warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability or fitness for a particular purpose. These disclaimers will apply except to the extent applicable law does not permit them.

8. Intellectual Property Rights.

  • a. Defense of Claims. (i) We will defend you against any claims made by an unaffiliated third party that the service infringes a third party's patent, copyright or trademark or makes unlawful use of its trade secret. (ii) You will defend us against any claims made by an unaffiliated third party that (1) the services you provide, directly or indirectly, in using our services infringes the third party's patent, copyright, or trademark or makes unlawful use of its trade secret;
  • b. Limitations. Our obligations in Section 5a won't apply to a claim or award based on: (i) any modifications you make to the service, or services or materials you provide or make available as part of using the service; (ii)  your use of a SFX trademark without our express written consent, or your use of the service after we notify you to stop due to a third-party claim; (iv) your redistribution of the service to, or use for the benefit of, any unaffiliated third party; or (v) services provided free of charge.
  • c. Remedies. If we reasonably believe that a claim under Section 5.a.(i) may bar your use of the service, we will seek to:(i) obtain the right for you to keep using it; or (ii) modify or replace it with a functional equivalent and notify you to stop use of the prior version of the service. If these options are not commercially reasonable, we may terminate your rights to use the service and then refund any advance payments for unused service rights.
  • d. Obligations. Each party must notify the other promptly of a claim under this Section. The party seeking protection must (i) give the other sole control over the defense and settlement of the claim; and (ii) give reasonable help in defending the claim. The parties' respective rights to defense and payment of judgments (or settlement the other consents to) under this Section 5 are in lieu of any common law or statutory indemnification rights or analogous rights, and each party waives such common law or statutory rights.

9. Limitation of liability.

  • a. Limitation. The aggregate liability of each party for all claims under this agreement is limited to direct damages up to the amount paid under this agreement for the services during the 12 months before the cause of action arose; provided, that in no event will a party's aggregate liability for any service exceed the amount paid for that service. For services provided free of charge, SFX’s liability is limited to direct damages up to $100.00 USD.
  • b. Exclusion. Neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew they were possible or reasonably foreseeable.
  • c. Exceptions to limitations. The limits of liability in this Section apply to the fullest extent permitted by applicable law, but do not apply to: (1) the parties' obligations under Section 5; or (2) violation of the other's intellectual property rights.

10. Miscellaneous.

  • a. Notices. You must send notices by mail, return receipt requested, to the address below. Notices should be sent to: Software FX, Inc.

    2701 NW 2nd. Avenue
    Suite 207
    Boca Raton, FL 33431
    Via Facsimile: (561) 998-2383
  • b. You agree to receive electronic notices from us, which will be sent by email to the account administrator you specify in the portal. Notices are effective on the date on the return receipt or, for email, when sent. You are responsible for ensuring that the account administrator email address that you specify in the portal is accurate and current. Any email notice that we send to that email address will be effective when sent, whether or not you actually receive the email.
  • c. Assignment. You may not assign this agreement either in whole or in part.
  • d. Consent to Reseller fees. When you place an order, you may be given the opportunity to identify a "Reseller of Record" associated with your service. By identifying a Reseller, directly or by authorizing a third party to do so, you consent to us paying reseller fees to the Reseller of Record. The Reseller fees are based on, and increase with, the size of your order. Our prices for services are the same whether or not you identify a Reseller of Record.
  • e. Severability. If any part of this agreement is held unenforceable, the rest remains in full force and effect.
  • f. Waiver. Failure to enforce any provision of this agreement will not constitute a waiver.
  • g. No agency. This agreement does not create an agency, partnership, or joint venture.
  • h. No third-party beneficiaries. There are no third-party beneficiaries to this agreement.
  • i. Applicable law and venue. This agreement is governed by Florida law, without regard to its conflict of laws principles, except that (i) if you are a U.S. Government entity, this agreement is governed by the laws of the United States, and (ii) if you are a state or local government entity in the United States, this agreement is governed by the laws of that state. Any action to enforce this agreement must be brought in the State of Florida. This choice of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to violation of intellectual property rights.
  • j. Entire agreement. This agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications. In the case of a conflict between any documents in this agreement that is not expressly resolved in those documents, their terms will control in the following order of descending priority: (1) this Software FX Subscription Agreement, (2) the Online Services Terms, and (3) any other documents in this agreement.
  • k. Survival. The terms in Sections 1, 2.e, 3.b, 4, 5, 6, 8, and 9 will survive termination or expiration of this agreement.
  • l. U.S. export jurisdiction. The Products are subject to U.S. export jurisdiction. You must comply with all applicable laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end-use and destination restrictions issued by U.S. and other governments.
  • m. Force majeure. Neither party will be liable for any failure in performance due to causes beyond that party's reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Services)). This Section will not, however, apply to your payment obligations under this agreement.
  • n. Contracting authority. If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this agreement on that entity's behalf.