1. Overview

This Agreement (the “Agreement”) is entered into by and between NM FinTech Limited (the “Company”) and you the customer (“Licensee”) and sets forth the terms and conditions under which the Company agrees to license products to Licensee. This Agreement applies to all products (the “Software”) including the software, the media on which you received it, source code, documentation, updates, and supplements. This Agreement also applies to all services (the “Services”) including support that you obtain from the Company and its affiliates. Except when prohibited by law, the Company has the right to final interpretation ot this Agreement and all terms and conditions herein.

2. Entire Agreement

This Agreement, any addendum or amendment included with the Software, and the terms for supplements, updates, Internet-based services and support services that you use, are the entire Agreement for the Software and support services.

ACCOUNT RESPONSIBILITY: You are responsible for maintaining the security and confidentiality of your account and password, and you are fully responsible for all activities that occur under your account, whether by you or anyone else. You may not create or use an account for anyone other than yourself. You must immediately notify NM FINTECH of any unauthorized uses of your account or any other breaches of security. NM FINTECH will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. NM FINTECH will not be liable for any loss that you or any other third party may incur as a result of someone else’s use of your account or password, either with or without your knowledge. NM FINTECH may hold you liable for any losses incurred by NM FINTECH or any other party due to someone else’s use of your account or password.

INTELLECTUAL PROPERTY INFORMATION: Unless otherwise noted, product names, designs, logos, titles, text, images, audio,  video and other content within this Site are the trademarks, service marks, trade names, copyrights or other property of NM FINTECH (“NM FINTECH’s Intellectual Property”) or its third party content providers (“Third Party Intellectual Property”). Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of NM FINTECH’s Intellectual Property or Third Party Intellectual Property displayed on the Site without the written permission of NM FINTECH. All rights in and to the Site and its content are retained by NM FINTECH.

You acknowledge and agree that the contents of this Site, including NM FINTECH’s Intellectual Property and Third Party Intellectual Property, are protected by the copyright laws of the jurisdiction in Hong Kong and other foreign jurisdictions.

No portion may be reproduced in any form, or by any means, without the prior written consent of NM FINTECH.

NM FINTECH assumes no responsibility, and shall not be liable for, any such damages to or viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video or audio from the Site or any linked sites. NM FINTECH and its suppliers further do not warrant the accuracy or completeness of the information, text, graphics, links or other items contained within the materials posted, set forth, downloadable or linked to this Site. NM FINTECH may make changes to or discontinue any or all of these materials, or the products described therein, at any time without notice. NM FINTECH makes no commitment to update the information on this Site.

THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APLICABLE LAW.

USER SUBMISSIONS: Any content, material, information or other communication, including, without limitation, data, questions, comments, feedback, suggestions or the like (collectively, the “Communications”), that you transmit or post to this Site will be considered non-confidential and non-proprietary. If you transmit or post any Communications to this Site, you hereby grant NM FINTECH a world-wide, royalty free, fully paid, perpetual, irrevocable, and fully assignable, transferable and sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, display and otherwise exploit such Communications throughout the world in any form, media or technology, whether now known or hereafter devised or developed.  NM FINTECH will have no obligations in connection with any of the Communications, including but not limited to any obligation to retain or provide you with copies of your Communications or to guarantee any confidentiality with respect to your Communications. NM FINTECH cannot prevent the “harvesting” of information from this Site, and you may be contacted by NM FINTECH or unrelated third parties, by e-mail or otherwise, within or outside of this Site. Furthermore, at the sole discretion of NM FINTECH, the Communications, including all data, images, sounds, text and other things embodied therein, may be edited by or on behalf of NM FINTECH, may or may not be posted to this Site and may be used by NM FINTECH for any purpose, including, reproduction, disclosure, distribution, transmission, publication, broadcast and posting. The Communications may be used by NM FINTECH for any and all commercial or non-commercial purposes including, but not limited to, developing, manufacturing and marketing products using such information.

ACCEPTABLE USE POLICY: You are prohibited from:

• posting or transmitting to this Site any Communications that are unlawful, threatening, libelous, defamatory, obscene or pornographic or that would otherwise violate any law;
• posting or transmitting any Communications that could constitute or encourage conduct that would be considered harmful, fraudulent, infringing, offensive, illegal or give rise to civil liability;
• posting or transmitting any Communications that contain any viruses, worms, malware, Trojan horses or other harmful, destructive or contaminating content;
• posting or transmitting any unsolicited messages, promotions, advertising, or solicitations (like “spam”) or that is machine- or randomly-generated;
• copying, modifying, publishing, transmitting, distributing, transferring, selling, creating derivatives of, or in any way exploiting, any material accessible through the website not submitted or provided by you, including by use of any robot, spider, scraper, scripting, deep link or other similar automated gathering or extraction tools, program, algorithm or methodology, unless you obtain NM FINTECH’s prior written consent;
• using the Site to advertise, market, sell or otherwise promote any commercial enterprise that you own, are employed by or are otherwise compensated by, either directly or indirectly;
• using this Site in any way to violate the security or integrity of any network, computer or communications system, software application, or network or computing device or otherwise attempt to disrupt or tamper with NM FINTECH servers;
• attempting to gain unauthorized access to any of the Site or other accounts through hacking, password mining or other means; or
• using or encouraging, promoting, facilitating or instructing others to use the Site in any matter not explicitly permitted under these terms.

NM FINTECH has the right (but not the obligation) to monitor activity on the Site and investigate any violation of this Agreement or misuse of the Site. If you become aware of any violation of this Agreement or misuse of the Site, you must immediately notify us and provide us with assistance, as requested, to stop or remedy such violation. NM FINTECH hereby notifies you that it will cooperate fully with any law enforcement authorities or court order requesting or directing NM FINTECH to disclose the identity of or help identify or locate anyone posting any such information or materials. NM FINTECH further has the right (but not the obligation) to refuse or remove any Communications from this Site or terminate or deny access to and use of the Site for any reason. NM FINTECH is under no obligation to enforce these terms on your behalf against another user. NM FINTECH reserves the right to take appropriate action in its sole discretion.

You hereby represent and warrant that (a) your use of the Site will not infringe the proprietary rights of any third party; (b) your use of the Site will be in strict accordance with these and any other applicable terms and with all applicable laws and regulations; (c) that any Communication you post or transmit to the Site is accurate.

LINKS TO OTHER MATERIALS: The linked sites are not under the control of NM FINTECH, and NM FINTECH is not responsible for the content, including, without limitation, the truthfulness or accuracy of any statement or other content, of any linked site or any link contained in a linked site. NM FINTECH reserves the right to terminate any link or linking program at any time. NM FINTECH has not reviewed all the information contained in the linked sites and does not endorse the companies, products or sites to which it links and reserves the right to note as such throughout the Site. If you decide to access any of the third-party sites linked to our Site, you do this entirely at your own risk.

INDEMNIFICATION: You agree to indemnify, defend and hold harmless NM FINTECH, its contractors, and its third-party suppliers, and their respective directors, officers, employees and agents from and against any and all claims, costs, liabilities and expenses (including attorneys’ fees) arising out of your use of the Site, including but not limited to your violation of these terms. NM FINTECH reserves the right, at your expense, to control the defense of these claims. You agree not to settle any claims without NM FINTECH’s written consent. You agree to notify NM FINTECH immediately in writing of any such claims.

GENERAL: If any part of these terms is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of these terms or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may not assign or otherwise transfer your rights under this Agreement to any party, including by operation of law. NM FINTECH may assign or otherwise transfer its rights under this Agreement without condition. This Agreement will be binding upon and will inure the benefit of the parties, their successors and permitted assigns.

3. License Grants

The Company’s products are licensed, not sold to a Licensee. This Agreement only gives you some rights to use the Software. The Company reserves all rights not expressly granted to a Licensee in this Agreement. You may use the Software only as expressly permitted in this Agreement. Subject to all the terms of this Agreement and the receipt by the Company of the applicable license fees, the Company hereby grants to the Licensee a non-exclusive, non-transferable, non-sublicense-able license to

Install and use only ONE copy of the Software on the “licensed device” for each license key you purchase. You will have to register the licensed device with the Company.

The components of the Software are licensed as a single product to be used as a single product on a single computer. You may not separate or unbundle the components for use on different computers.

4. Reassign To another Device

You may reassign the license to a different device any number of times, but not more than one time every 180 days. If you retire the licensed device due to hardware failure, you may reassign the license sooner. If you reassign, that other device becomes the licensed device. You will have to register that other device as the licensed device with the Company. The Company reserves the right not to do the transfer if the Company deems the request is inappropriate.

5. Distribution

You agree that you shall not distribute the Software or any derivative work based on the Software. However, you may distribute your program which calls, links or uses the Software, provided that the Software is not in your distribution. Any user of your program will have to acquire a licensed copy of the Software if he or she wants to use the Software in any manner by running your program. If you want to distribute your program with the Software, please contact us at sales@nmfin.tech.

6. License Obligations

1. Reverse engineer, reverse compile, decompile, disassemble, un-obfuscate, reformat, or otherwise attempt to read or make readable the object code or source code (or the underlying ideas, algorithms, structure or organization) of the software, in whole or in part;
2. Modify, adapt or translate the software;
3. Install or copy the software onto file server(s) or any other media(s) where it can be accessed by any individual or entity other than yourself;
4. Permit the use of software by operations not initiated by you (e.g., automated processing)
5. Rent, lease, sell, sublicense, grant a security interest in, or otherwise assign or transfer any rights in the software;
6. Sell or re-sell the software;
7. Remove or alter any marks or proprietary notices or labels contained in the software;
8. Alter the license text;
9. Unbundle or repackage the software for distribution, transfer or resale;
10. Use the software in any manner that is inconsistent with its design or documentation;
11. Use the Software in any manner that violates any intellectual property or privacy rights of any third party;
12. Use the Software in any manner that violates any applicable international, federal, state or local law or regulation;
13. Produce a developer tool, component, library, utility program or software of similar nature to this product.

7. Title

The Company retains all right, title and interest in and to the Software, including, without limitation, all copyrights, trademarks, patents, trade secrets, proprietary and other intellectual property rights contained in or associated with the Software and all copies and all enhancements or modifications. All rights no expressly granted are reserved by the Company. 

8. LIMITATION OF LIABILITY

1. THE SOFTWARE IS PROVIDED “AS IS”, WITH NO WARRANTY WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF ACCURACY, ACCESSIBILITY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE AND USEFULNESS. IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER IN ACTION, CONTRACT, NEGLIGENCE, TORT, OR OTHERWISE, SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIMS, DAMAGES OR OTHER LIABILITIES, ARISING AS A RESULT OF USING OR OTHER DEALINGS IN THE SOFTWARE.
2. ALL MATERIALS FROM THE SERVICE PROVIDER ARE NOT INTENDED TO CONSTITUTE, AND SHOULD NOT BE CONSTRUED AS, INVESTMENT ADVICE. POTENTIAL INVESTORS SHOULD SEEK THEIR OWN INDEPENDENT FINANCIAL ADVICE. ALL MATERIALS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND MAY NOT BE RELIED UPON BY YOU IN EVALUATING THE MERITS OF INVESTING IN ANY SECURITIES OR INVESTMENT. ALL MATERIALS ARE NOT INTENDED AS AND ARE NOT TO BE TAKEN AS AN OFFER OR SOLICITATION WITH RESPECT TO THE PURCHASE OR SALE OF ANY SECURITY OR INVESTMENT, NOR DOES IT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION, INCLUDING THOSE IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORISED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH A SOLICITATION OR OFFER. ANY PERSON OR ORGANIZATION SUBSCRIBING FOR AN INVESTMENT MUST BE ABLE TO BEAR THE RISKS INVOLVED AND MUST MEET THE SUITABILITY REQUIREMENTS RELATING TO SUCH INVESTMENTS. SOME OR ALL INVESTMENT PROGRAMS MAY NOT BE SUITABLE FOR CERTAIN INVESTORS.
3. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS, GOODWILL, LOSS OF BUSINESS, LOSS OF DATA OR ANY OTHER INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER.
4. THE SOFTWARE HAS BUGS, KNOWN AND UNKONW, AND WILL OUTPUT WRONG RESULTS IN CERTAIN SITUATIONS. THE DOCUMENTATION HAS MISTAKES AND MAY NOT ALWAYS BE CORRECT OR UP-TO-DATE.

9. Termination; Survival

1. The license granted hereunder shall terminate at the earliest of
   
   1. The end of the specified trial period, if any;
   2. Immediately upon your failure to comply with all of the terms and limitations described herein if in such failure is not cured within 30 days after receipt of notice;
2. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

10. Third-Party Components

The Software may include third-party components provided under terms and conditions which are different from those of this Agreement. These third-party components and their licensing terms and conditions are typically found in the lib/ and license/ folders.

11.Updates

The Company has the right, but no obligation, to periodically update the Company’s products at its complete discretion, without the consent or obligation to user. Any update to the Company’s products may or may not require you to pay additional fees, at the Company’s complete discretion.

To update the Software, you must first be licensed for the Software that is eligible for the update. Upon update, this Agreement takes the place of the Agreement for the Software you updated from. After you update, you may no longer use the earlier version of the Software you updated from.

12.Automatic Connections To The Internet

The Software may automatically connect to the Internet for the transmission of certain information, including information about your computer and the information you supply, during activation, validation and for internet-based services.

13.Compliance with Licenses

If you are a business, company, or organization, you agree that, no more than once every 12 months, the Company or its authorized representative shall, upon 10 days’ prior notice to you, have the right to inspect your records, systems, and facilitates to verify that your use of any and all the Company’s products is in conformity with your valid license from the Company. If verification discloses that your use is not in conformity with a valid license, you shall immediately obtain valid licenses to bring your use into conformity.

14.Indemnification

You agrees to defend, indemnify and hold the Company and its employees, agents, representatives harmless against any and all claims, proceedings, damages, injuries, liabilities, costs, attorney’s fees relating to or arising out of the use of the Company’s products or any breach of this Agreement. You agree to indemnify the Company for reasonable attorney’s fees and costs in enforcing the Company’s rights under this Agreement.

15.Limitation On and Execution of Damages

YOU CANNOT RECOVER FROM THE COMPANY AND ITS AFFLIATES ANY DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES.

The limitation applies to

1. Anything related to the Software, services, content (including code) on third party Internet sites, or third party programs; and
2. Claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.

It also applies even if

1. Repair, replacement or a refund for the Software does not fully compensate you for any losses; or
2. The Company knew or should have known about the possibility of the damages.

16.Miscellaneous

1. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
2. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity nor enforceability of the remainder of this Agreement shall be affected.
3. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party.
4. This Agreement may not be amended for any other reason without the prior written agreement of both Parties.
5. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.
6. Neither Party shall, except to an affiliate, be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion or industrial dispute.
7. This Agreement shall be governed by the laws of the jurisdiction in Hong Kong and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in Hong Kong.

17.Governing Law

The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Hong Kong Special Administrative Region China. You hereby consent to the jurisdiction and venue of such courts and wave any jurisdiction or venue defenses otherwise available.

18.Additional Clauses

NM FINTECH may revise these terms at any time by updating this page. You should visit this page from time to time to review the then-current terms because they are binding on you. Certain provisions of these terms may be superseded by expressly designated legal notices or terms located on particular pages at this Site.