CME END-USER LICENSE AGREEMENT ("EULA")
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 VARIOUS COMPUTER
SOFTWARE CME MAKES AVAILABLE TO YOU, INCLUDING BUT NOT LIMITED TO
FIRMSOFT, FIRM ADB AND RISK TOOLS, ALONG WITH ASSOCIATED MEDIA AND
DOCUMENTATION (COLLECTIVELY "Software"). BY CLICKING THE "I ACCEPT"
BUTTON AND DOWNLOADING, INSTALLING, ACCESSING OR UTILIZING THE SOFTWARE,
YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. BY LOGGING INTO ANY OF
THESE APPLICATIONS, YOU HEREBY AGREE TO THE TERMS SET FORTH IN THIS
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 any accompanying user
guides 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
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 any 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 shall have no
liability whatsoever 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
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
This ELA 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
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.