END USER LICENSE AGREEMENT
Last Updated: 08.26.2024
This End User License Agreement (“EULA” or “License Agreement”) is a legally binding agreement between you (“Licensee” or “you”) and Mercado Global Inc. (“Licensor,” “us,” or “we”). This EULA governs your use of the software application provided by the Licensor for fund internal management and syndicated transactions (“Software”). The Software is provided as a client-specific application and will be deployed on your private server.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. BY INSTALLING, DOWNLOADING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL, DOWNLOAD, COPY, OR USE THE SOFTWARE.
1. DEFINITIONS
(a) “Computer” means any device or computing environment that benefits from the Software, including but not limited to workstations, physical servers, virtual servers, personal computers, laptops, tablets, and smartphones. The Software does not need to be physically installed on the Computer to provide benefit.
(b) “Server” means a Computer upon which the Software is installed and from which other Computers receive or retrieve data.
(c) “Upgrade” means any enhancement or improvement to the functionality of the Software provided by Licensor at its sole discretion, excluding any software marketed and licensed separately.
(d) “User” means an employee, limited partner, investor, or other individual who benefits from the Software licensed to the Licensee.
2. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP
2.1 The Software, including all know-how, concepts, logic, and specifications, is proprietary to the Licensor and its licensors and is protected by copyright and other intellectual property rights. The Licensee agrees not to remove any product identification or proprietary notices. All rights, title, and interest in the Software, including any modifications made by Licensee, remain with the Licensor and its licensors.
2.2 The Software is licensed, not sold. Except as expressly provided in this EULA, no license or right is granted by implication, estoppel, or otherwise.
3. LICENSE GRANT AND USE
3.1 Term.
(a) This EULA is effective upon acceptance and remains in force until the earlier of (i) the expiration of the licensed term or (ii) termination in accordance with this EULA and the Terms of Use. The licensed term for Software provided under a Paid Plan (billed on an auto-renewing basis) shall commence on the date of purchase and continue for the duration of the authorized payments.
(b) In consideration of the payment of the fees under the Paid Plan and other valuable consideration by Licensee and receipt of the corresponding payment and consideration by Lisensor, Lisensor hereby grants to Licensee a non-exclusive, non-sublicensable, and non-transferable (except as otherwise provided in this License Agreement) right to use the Software for its respective licensed term subject to the terms and conditions contained within this License Agreement.
3.2 License Entitlement and Usage. The Software is licensed per User, Computer, or Server as specified in the order (“License Entitlement”). Usage may exceed the License Entitlement at any time. Additional entitlements will be automatically licensed under the terms of this EULA.
3.3 Rights. Licensee may
(a) Use the Software for internal business purposes;
(b) Make backup copies for disaster recovery, provided proprietary notices are reproduced.
3.4 Restrictions. Licensee may not:
(a) Modify or translate the Software, except for configuration or documentation purposes;
(b) Reverse engineer, disassemble, or decompile the Software;
(c) Use unlicensed Software;
(d) Sub-license, rent, sell, lease, or transfer the Software to third parties without prior consent;
(e) Use the Software for third-party benefit, except as authorized by a separate agreement;
(f) Use the Software in safety-critical applications.
3.5 Permitted Third Party Usage. Affiliates and outsourced providers may use the Software under certain conditions, including prior notice to Licensor, adherence to the terms of this EULA, and within the License Entitlement. Licensee is responsible for the acts and omissions of such third parties.
3.6 Upgrade Requests. The Licensee may request an upgrade to the Software at any time. Any such upgrade will be subject to a separate fee, which shall be determined and agreed upon by both the Licensor and the Licensee. The cost of the upgrade is not included in the Paid Plan fees and will be invoiced separately. The terms and conditions of the upgrade, including the scope, timeline, and cost, will be outlined in a separate agreement between the Licensor and the Licensee.
4. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR AND ITS LICENSORS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, OR DATA LOSS, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SOFTWARE. LICENSOR'S LIABILITY SHALL NOT EXCEED THE LICENSE FEES PAID FOR THE SOFTWARE. THESE LIMITATIONS APPLY EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
5. WARRANTY DISCLAIMER
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
6.UPDATES AND NEW VERSIONS OF THE SOFTWARE
This EULA covers all future updates and new versions of the Software. By agreeing to install or use an update or new version of the Software, you accept the terms and conditions of this EULA for relevant updates or new versions of the Software, if there is no other license agreement for the update or new version of the Software.
7. TERMINATION
This EULA may be terminated by Licensor if Licensee breaches any term of this agreement. Upon termination, Licensee must cease all use of the Software and destroy all copies.
8. GOVERNING LAW AND RESOLUTION OF DISPUTES
This EULA shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any claim will be resolved by the American Arbitration Association. You agree that any cause of action arising out of or related to the Software must commence within 1 year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
9. ENTIRE AGREEMENT
This EULA represents the entire agreement between the parties with respect to the Software and supersedes all prior agreements, whether oral or written.
10. SEVERABILITY
If any provision of this EULA is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
11. AMENDMENTS TO THIS AGREEMENT
Licensor reserves the right, at its sole discretion, to amend or replace this EULA at any time and notify Licensee by publishing the amended version of the EULA at: https://mercado.global/. By continuing to use the Software after any amendments become effective, you agree to be bound by the amended terms. If you do not agree to the new terms, you are no longer authorized to use the Software.
12. CONTACT INFORMATION
For legal notices or other correspondence, please contact sales@mercado.global. If you have any questions about this EULA, please email sales@mercado.global.
BY CLICKING “ACCEPT,” YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. BY INSTALLING, DOWNLOADING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL, DOWNLOAD, COPY, OR USE THE SOFTWARE.
1. DEFINITIONS
(a) “Computer” means any device or computing environment that benefits from the Software, including but not limited to workstations, physical servers, virtual servers, personal computers, laptops, tablets, and smartphones. The Software does not need to be physically installed on the Computer to provide benefit.
(b) “Server” means a Computer upon which the Software is installed and from which other Computers receive or retrieve data.
(c) “Upgrade” means any enhancement or improvement to the functionality of the Software provided by Licensor at its sole discretion, excluding any software marketed and licensed separately.
(d) “User” means an employee, limited partner, investor, or other individual who benefits from the Software licensed to the Licensee.
2. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP
2.1 The Software, including all know-how, concepts, logic, and specifications, is proprietary to the Licensor and its licensors and is protected by copyright and other intellectual property rights. The Licensee agrees not to remove any product identification or proprietary notices. All rights, title, and interest in the Software, including any modifications made by Licensee, remain with the Licensor and its licensors.
2.2 The Software is licensed, not sold. Except as expressly provided in this EULA, no license or right is granted by implication, estoppel, or otherwise.
3. LICENSE GRANT AND USE
3.1 Term.
(a) This EULA is effective upon acceptance and remains in force until the earlier of (i) the expiration of the licensed term or (ii) termination in accordance with this EULA and the Terms of Use. The licensed term for Software provided under a Paid Plan (billed on an auto-renewing basis) shall commence on the date of purchase and continue for the duration of the authorized payments.
(b) In consideration of the payment of the fees under the Paid Plan and other valuable consideration by Licensee and receipt of the corresponding payment and consideration by Lisensor, Lisensor hereby grants to Licensee a non-exclusive, non-sublicensable, and non-transferable (except as otherwise provided in this License Agreement) right to use the Software for its respective licensed term subject to the terms and conditions contained within this License Agreement.
3.2 License Entitlement and Usage. The Software is licensed per User, Computer, or Server as specified in the order (“License Entitlement”). Usage may exceed the License Entitlement at any time. Additional entitlements will be automatically licensed under the terms of this EULA.
3.3 Rights. Licensee may
(a) Use the Software for internal business purposes;
(b) Make backup copies for disaster recovery, provided proprietary notices are reproduced.
3.4 Restrictions. Licensee may not:
(a) Modify or translate the Software, except for configuration or documentation purposes;
(b) Reverse engineer, disassemble, or decompile the Software;
(c) Use unlicensed Software;
(d) Sub-license, rent, sell, lease, or transfer the Software to third parties without prior consent;
(e) Use the Software for third-party benefit, except as authorized by a separate agreement;
(f) Use the Software in safety-critical applications.
3.5 Permitted Third Party Usage. Affiliates and outsourced providers may use the Software under certain conditions, including prior notice to Licensor, adherence to the terms of this EULA, and within the License Entitlement. Licensee is responsible for the acts and omissions of such third parties.
3.6 Upgrade Requests. The Licensee may request an upgrade to the Software at any time. Any such upgrade will be subject to a separate fee, which shall be determined and agreed upon by both the Licensor and the Licensee. The cost of the upgrade is not included in the Paid Plan fees and will be invoiced separately. The terms and conditions of the upgrade, including the scope, timeline, and cost, will be outlined in a separate agreement between the Licensor and the Licensee.
4. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR AND ITS LICENSORS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, OR DATA LOSS, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SOFTWARE. LICENSOR'S LIABILITY SHALL NOT EXCEED THE LICENSE FEES PAID FOR THE SOFTWARE. THESE LIMITATIONS APPLY EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
5. WARRANTY DISCLAIMER
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
6.UPDATES AND NEW VERSIONS OF THE SOFTWARE
This EULA covers all future updates and new versions of the Software. By agreeing to install or use an update or new version of the Software, you accept the terms and conditions of this EULA for relevant updates or new versions of the Software, if there is no other license agreement for the update or new version of the Software.
7. TERMINATION
This EULA may be terminated by Licensor if Licensee breaches any term of this agreement. Upon termination, Licensee must cease all use of the Software and destroy all copies.
8. GOVERNING LAW AND RESOLUTION OF DISPUTES
This EULA shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any claim will be resolved by the American Arbitration Association. You agree that any cause of action arising out of or related to the Software must commence within 1 year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
9. ENTIRE AGREEMENT
This EULA represents the entire agreement between the parties with respect to the Software and supersedes all prior agreements, whether oral or written.
10. SEVERABILITY
If any provision of this EULA is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
11. AMENDMENTS TO THIS AGREEMENT
Licensor reserves the right, at its sole discretion, to amend or replace this EULA at any time and notify Licensee by publishing the amended version of the EULA at: https://mercado.global/. By continuing to use the Software after any amendments become effective, you agree to be bound by the amended terms. If you do not agree to the new terms, you are no longer authorized to use the Software.
12. CONTACT INFORMATION
For legal notices or other correspondence, please contact sales@mercado.global. If you have any questions about this EULA, please email sales@mercado.global.
BY CLICKING “ACCEPT,” YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT.