END USER LICENCE AGREEMENT

This End User Licence Agreement (the "EULA") is a legal agreement between you and SHARP POINT LIMITED ("SPL") for the use of the electronic trading system named "SPSystem" (the "Software"). If you have already entered into the User Agreement with "SPL", you should click the "Yes" button as you are already bound by the terms & conditions set out below. If you have NOT entered into such an agreement then by clicking on the "Yes" button for installing and using the Software, you agree to be bound by the terms and conditions set out below. If you do not agree to the terms and conditions of the EULA set out below, you should click "No" and the Software will not be installed and you will not be able to use it.


1.	GRANT OF LICENCE

1.1	Subject to the terms and conditions of this Agreement "SPL" hereby grants you a non-exclusive and non-transferable right and licence to install and use the Software during the term of this Agreement;

1.2	No licence is granted by "SPL" to you hereunder, either directly or by implication, estoppel or otherwise, except as expressly granted herein.
	
1.3	You acknowledge that any and all patent applications made by "SPL" may in due course become registered.  If any such patents do become registered, "SPL" may at its own discretion require you to enter into a new patent licence agreement on substantially the same terms as the terms herein and which shall replace this Agreement.

2.	TERM

This Agreement shall continue in effect until terminated by "SPL" or immediately without notice upon any failure by you to comply with the obligations set forth in this License. Upon termination of this Agreement, you must destroy all copies of the Software in your possession or in the possession of third parties provided by you.


3.	UNDERTAKING

3.1	In consideration of "SPL" granting you this licence, you undertake to "SPL" that:  

3.1.1	if at any time during the term, you make or discover any improvement to the Software, you will forthwith provide "SPL" with all necessary details, acknowledge that the property in any such improvement and the right to obtain any relevant protection belongs to "SPL" and provide such assistance as "SPL" may reasonably require to obtain that protection; and

3.1.2	You will use the Software for the purposes of conducting trade in HKFE products and you shall not permit any third party to use the Software unless otherwise agreed by "SPL".

3.2	Notwithstanding the provisions of this Agreement, "SPL" reserves for itself the right to market, distribute or sell part of or all of the Software and to operate in competition with you.


4.	PROPRIETARY RIGHTS

4.1	Intellectual property rights of whatever nature in the Software are and shall remain the property of "SPL" and "SPL" reserves the right to grant licences to use the Software to any third parties.

4.2 "SPL" hereby authorises you to use the "SP System" trade mark (the "Trademark") for the purposes only of exercising its rights and performing its obligations under this Agreement.

4.3	You shall notify "SPL" immediately if you become aware of any unauthorised use of the whole or any part of the Software by any person.

4.4	You hereby undertake not to alter or modify the whole or any part of the Software in any way whatever nor permit the whole or any part of the same to be combined with or become incorporated in any other programs or materials nor decompile, disassemble or reverse engineer the same nor attempt to do any of such things.

4.5	You shall not:

(i)	alter, remove or tamper with any trade marks, numbers, or other means of identification used on or in relation to the Software; or

(ii)	use any of the Software in any way which might prejudice their distinctiveness or validity or the goodwill of "SPL" therein.


4.6	Except as provided in this Agreement you shall have no rights in respect of any intellectual property rights in relation to the Software or of the goodwill associated therewith, and you hereby acknowledge that, except as expressly provided in this Agreement, you shall not acquire any rights in respect thereof and that all such rights and goodwill are, and shall remain, vested in "SPL".

4.7	You shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with any intellectual property rights of "SPL" and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character.

4.8	You are permitted, however, to install the Software on more than one computer and to make a complete copy of the installed Software for backup purposes.


5.	AMENDMENTS

"SPL" may, at its sole discretion, without any prior consent of the other party, amend, modify or waive any of the provisions of this Agreement at any time and may, at its sole discretion, change, discontinue or impose conditions and further obligations on you in relation to any aspect of the Software. Such changes shall be effective upon notification as posted on SPL's website.


6.	LIMITATION OF WARRANTY

You expressly acknowledge and agree that use of the Software is at your sole risk. The Software is provided on an "as is" basis and without any warranties. "SPL" DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, (I) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OF THE SOFTWARE (II) THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE (III) THAT THE DEFECTS OF THE SOFTWARE WILL BE CORRECTED, (IV) THAT THERE ARE NO VIRUSES IN THE SOFTWARE, (V) REGARDING CORRECTNESS, ACCURACY, RELIABILITY OF THE SOFTWARE, (VI) ANY LOSS OF PROFITS OR TRADING LOSSES ARISING OUT OF THE USE OF THE SOFTWARE.


7.	LIMITATION OF LIABILITY

"SPL" SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR (A) ANY DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE SOFTWARE OR (B) ACTION TAKEN BY YOU IN RELIANCE ON THE SOFTWARE, EVEN IF "SPL" HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU WILL BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND SHOULD IT BE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF SERVICING, REPAIRING OR CORRECTION OF SUCH DEFECTS.  "SPL" MAY EXCLUDE OR LIMIT ITS LIABILITY UNDER THE WARRANTIES OF INCIDENTAL OR CONSEQUENTIAL DAMAGES TO THE EXTENT ALLOWABLE UNDER LAW.

USE OF THE SOFTWARE IS SUBJECT TO TERMS HEREUNDER WHICH ARE ACCEPTED BY EACH USER BY CLICKING "YES" ON THE POP-UP SCREEN. NEITHER "SPL" NOR ANY OF ITS AFFILIATES IS RESPONSIBLE FOR OR ACCEPTS ANY LIABILITY FOR DELIVERY, CREDIT OR OTHER SETTLEMENT RISKS OR FOR ANY COMPUTER OR OTHER BREAKDOWNS OR INTERRUPTIONS OR DELAYS IN SERVICE. "SPL" PROVIDES ONLY THE SOFTWARE THROUGH WHICH USERS CAN TRADE. IT DOES NOT ITSELF PARTICIPATE IN ANY TRADE. EACH TRADE IS THE LIABILITY ONLY OF THE PARTIES TO THAT TRADE.

 
8.	SEVERABILITY

If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be amended only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or for the remaining provisions hereof under all circumstances.


9.	ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the parties hereto in connection with the subject matter of this Agreement and supersedes all previous proposals, representations, warranties, agreements or undertakings relating thereto whether oral, written or otherwise and the parties hereto have not relied on any such proposals, representations, warranties, agreements or undertakings.


10.	TRANSFER

You may not transfer or assign this Agreement in whole or in part without the prior written approval of "SPL".


11.	GOVERNING LAW AND JURISDICTION

This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong and the parties hereto hereby submit to the exclusive jurisdiction of the courts of Hong Kong.

