SUBSCRIBER LICENSE AGREEMENT

THIS SOFTWARE LICENSE AGREEMENT (“Agreement”) is
made and entered into by and between the subscriber's whose name is entered on
the registration form (“Subscriber”) and TradeMaven Software, LLC
and/or any of its subsidiaries (collectively, “TMS”)
as of the date (“Effective Date”) Subscriber submits that form to TMS.

A. TMS is the owner of, or has acquired rights to, the
Software and Documentation (as defined below).

B. TMS desires to grant to Subscriber and Subscriber
desires to obtain from TMS a
non-exclusive monthly license to use the Subscription Software and
Documentation solely during each month Subscription Fees are paid and in
accordance with the terms and on the conditions set forth in this Agreement.

The
parties to this Agreement agree as follows:

1. DEFINITIONS.

1.1
“Documentation” will mean all built-in help functions, manuals,
user documentation, and other related materials, whether provided online, in
paper or electronically, pertaining to the Software which are
furnished to Subscriber by TMS in
connection with the Software.

1.2
“Subscript Fee” means the fee set forth in Exhibit A, payable
monthly by Subscriber to TMS
during the term of this Agreement.
Exhibit “A” may be amended from time to time by the parties
in writing.

1.3
“Software” will mean the computer programs in machine readable
object code form listed in Exhibit “A” and any subsequent error
corrections or updates supplied to Subscriber by TMS
pursuant to this Agreement.

1.4
“Term” will mean the period beginning on the Effective Date and
ending on the date of termination of this Agreement.

2. GRANT OF RIGHTS.  Conditioned upon Subscriber's payment of the
monthly Subscription Fee and the terms of this Agreement, TMS grants Subscriber a non-exclusive, limited,
revocable license to use the Software solely view information presented by the
Software and to execute trades as set forth in Section 7.1.   In addition, subject to Section
12.3, Subscriber may make a reasonable number of copies of the Software for
backup purposes.

3. DELIVERY.

3.1
Software. TMS will allow
Subscriber access to download a copy of the Software licensed under this
Agreement in object code form, suitable for reproduction, in electronic files
only.

3.2 Documentation.
TMS will deliver copies of
Documentation to Subscriber, which may be in electronic form.

4. MODIFICATIONS.

4.1 Error
Corrections and Updates. TMS will
make commercially reasonable efforts to provide Subscriber with error corrections,
bug fixes, patches or other updates to the Software licensed under this
Agreement in object code form to the extent available in accordance with TMS’s release schedule during the Term.

4.2 Other
Modifications. Subscriber may, from time to time, request that TMS incorporate certain features, enhancements or
modifications into the Software. TMS
may, in its sole discretion, undertake to incorporate any such changes and
distribute the Software so modified to all or any of TMS’s
Subscribers but is not obligated to undertake any such action, enhancement or
modification under this Section 4.2.

4.3 Title
to Modifications. All of those error corrections, bug fixes, patches, updates
or other modifications will be the sole property of TMS
or its supplier.

5. COPIES.

5.1
Printed Matter. Except as specifically set forth in this
Agreement, no Software or Documentation which is provided by TMS under this Agreement in human readable form,
such as written or printed documents, will be copied in whole or in part by
Subscriber without TMS’s
prior written agreement. Additional copies of printed materials may be
obtained from TMS at TMS's charges then in effect.

5.2
Machine Readable Matter. Except as specifically set forth in this Agreement,
any Software provided in machine readable form may not be copied by Subscriber
in whole or in part, except for Subscriber’s backup or archive purposes.
Subscriber agrees to maintain appropriate records of the number and location of
all copies of the Software and make those records available upon TMS’s request. Subscriber further agrees to
reproduce all copyright and other proprietary notices on all copies of the
Software or Documentation in the same form and manner that those notices are
originally included on the Software and Documentation.

6. SUBSCRIPTION FEES AND PAYMENT.

6.1
Subscription Fee. As a condition of the subscription license rights granted in
Section 2 above, Subscriber will pay the Subscription Fees for the Software and
Documentation set forth on Exhibit A. All amounts payable under this Agreement
by Subscriber will be payable in United States funds without
deductions for taxes, assessments, fees, or charges of any kind.

6.2 Taxes
and Other Charges. Subscriber will be responsible for paying all (i) sales,
use, excise, value-added, or other tax or governmental charges imposed on the
subscription to use, licensing or use of the Software or Documentation under
this Agreement, (ii) freight, insurance and installation charges, and (iii)
import or export duties or like charges.

7. TRADE EXECUTION SERVICES.

7.1
Trading Account.  Subscriber agrees
to open and maintain a trading account with a futures commission merchant
introduced by TMS, and Subscriber
further agrees to execute any trade using the Software through that
account.  Subscriber agrees that
throughout the term of this Agreement, Subscriber will not execute any trades
through an account which has not been introduced by TMS
unless expressly agreed to in writing by TMS.

7.2 Use
of Information.  Subscriber agrees
with respect to historical pricing information (“Information”)
embodied in the Software or used in connection with the Software and furnished
by TMS as follows:

(a)  Subscriber acknowledges that Information
is for Subscriber’s own personal use and may not be redistributed without
permission of TMS, or such person
as TMS may designate.  Subscriber acknowledges and agrees that
any redistribution of Information may depend upon execution of an agreement and
payment of the applicable fee;

(b)  Subscriber acknowledges that it has no
intellectual property or other rights  in or concerning Information and
that all of those rights are reserved by TMS,
its suppliers,  or persons from whom
TMS obtains Information;

(c)  Subscriber acknowledges and agrees that TMS disclaims all liability for Information and any
use of Information and any losses, damages or claims arising from use of
Information, whether lost profits, direct, incidental or consequential; and

(d)  TMS
may suspend or terminate receipt or delivery of Information by Subscriber if TMS has reason to believe Information is being used
by Subscriber in violation of this Agreement.

8. PROTECTION OF SOFTWARE.

8.1
Proprietary Notices. Subscriber agrees to respect and not to remove,
obliterate, or cancel from view any copyright, trademark, confidentiality or
other proprietary notice, mark, or legend appearing on any of the Software or
output generated by the Software, and to reproduce and include same on each
copy of the Software.

8.2 No
Reverse Engineering. Subscriber agrees not to modify, reverse engineer,
disassemble, or decompile the Software, or any portion of the Software.

8.3
Ownership. Subscriber further acknowledges that all copies of the Software,
including derivatives, or Documentation in any form
provided by TMS or made by
Subscriber are the sole property of TMS
or its suppliers. Subscriber will not have any right, title, or interest to
that Software or Documentation or copies of them except as provided in this
Agreement, and further will secure and protect all Software and Documentation
consistent with maintenance of TMS’s
proprietary rights in the Software and Documentation.

9. CONFIDENTIALITY.

9.1
Acknowledgement. Subscriber hereby acknowledges and agrees that the Software
and Documentation constitute and contain valuable proprietary products and
trade secrets of TMS and its
suppliers, embodying substantial creative efforts and confidential information,
ideas, and expressions. Accordingly, Subscriber agrees to treat (and take precautions
to ensure that its employees treat) the Software and Documentation as
confidential in accordance with the confidentiality requirements and conditions
set forth below.

9.2
Maintenance of Confidential Information. Each party agrees to keep confidential
all confidential information disclosed to it by the other party in accordance
with this Agreement, and to protect the confidentiality of that information in
the same manner it protects the confidentiality of similar information and data
of its own (at all times exercising at least a reasonable degree of care in the
protection of confidential information).
But neither party will have any such obligation with respect to
information as can be established to: (a) have been known publicly; (b) have
been known generally in the industry before communication by the disclosing
party to the recipient; (c) have become known publicly, without fault on the
part of the recipient, subsequent to disclosure by the disclosing party; (d)
have been known otherwise by the recipient before communication by the
disclosing party; or (e) have been received by the recipient without any
obligation of confidentiality from a source (other than the disclosing party)
lawfully having possession of such information.

9.3
Injunctive Relief. Subscriber acknowledges that the unauthorized use, transfer
or disclosure of the Software and Documentation or copies either will (i)
substantially diminish the value to TMS
of the trade secrets and other proprietary interests that are the subject of this
Agreement; (ii) render TMS’s
remedy at law for such unauthorized use, disclosure or transfer inadequate; and
(iii) cause irreparable injury in a short period of time. If Subscriber
breaches any of its obligations with respect to the use or confidentiality of
the Software or Documentation, Subscriber's rights to use the Software will
immediately terminate and TMS will
be entitled to equitable relief to protect its interests in them, including,
but not limited to, preliminary and permanent injunctive relief.

9.4
Survival. Subscriber’s obligations under this Section 9 will survive the
termination of this Agreement or of any license granted under this Agreement
for whatever reason.

10. WARRANTIES; SUPERIOR
RIGHTS.

10.1
Ownership. TMS represents its
belief that it is the owner of the entire right, title, and interest in and to
Software, and that it has the sole right to grant licenses in the Software, and
that it has not knowingly granted licenses to the Software to any other entity
that would restrict rights granted hereunder except as stated herein.

10.2
Limited Warranty. For a period of 90 days from the Effective Date, TMS represents and warrants to Subscriber that it
will use commercially reasonable efforts to correct any failure of the Software
to operate materially in accordance with the Documentation, when properly
installed and used as set forth in the then current Documentation.

10.3
Limitations. Notwithstanding the warranty provisions set forth in this Section
10, all of TMS’s obligations
with respect to these warranties will be contingent on Subscriber’s use
of the Software in accordance with this Agreement and in accordance with TMS’s instructions as provided by TMS in the Documentation, as those instructions may
be amended, supplemented, or modified by TMS
from time to time. TMS will have
no warranty obligations with respect to any failures of the Software which are
the result of accident, abuse, misapplication, extreme power surge or extreme
electromagnetic field.

10.4
Subscriber’s Sole Remedy. TMS’s
ENTIRE LIABILITY AND
SUBSCRIBER’s EXCLUSIVE REMEDY WILL BE, AT TMS’s
OPTION, EITHER (A) RETURN OF THE MOST RECENTLY PAID MONTHLY SUBSCRIPTION FEE OR
(B) REPAIR OR REPLACEMENT OF THE SOFTWARE UPON ITS RETURN TO TMS.
THIS WARRANTY IS NOT VALID UNLESS TMS
RECEIVES WRITTEN NOTICE FROM SUBSCRIBER DURING THE WARRANTY PERIOD OF A BREACH
OF WARRANTY. Any replacement software will be warranted for the remainder
of the original warranty period or 30 days, whichever is longer.

10.5
Disclaimer of Warranties. TMS DOES
NOT REPRESENT OR WARRANT THAT ALL
ERRORS IN THE SOFTWARE AND
DOCUMENTATION WILL BE CORRECTED. THE WARRANTIES STATED IN SECTIONS 10.1 AND 10.2 ABOVE ARE
THE SOLE AND THE EXCLUSIVE
WARRANTIES OFFERED BY TMS. THERE ARE NO OTHER WARRANTIES RESPECTING THE SOFTWARE AND DOCUMENTATION OR SUBSCRIPTION SERVICES PROVIDED
UNDER THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
ANY WARRANTY OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE,
EVEN IF TMS HAS BEEN INFORMED OF THOSE PURPOSE. NO AGENT OF TMS IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY
OBLIGATIONS OF TMS SET FORTH IN THIS SECTION 10.

10.6
Limitation of Liability. SUBSCRIBER
ACKNOWLEDGES AND AGREES THAT THE
CONSIDERATION WHICH TMS IS
CHARGING UNDER THIS AGREEMENT DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION
BY TMS OF THE RISK OF
SUBSCRIBER’S CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH SUBSCRIBER’S USE
OF THE SOFTWARE AND DOCUMENTATION.
ACCORDINGLY, SUBSCRIBER AGREES THAT TMS
WILL NOT BE RESPONSIBLE TO SUBSCRIBER FOR ANY LOSS-OF-PROFIT, INDIRECT,
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE LICENSING OR
USE OF THE SOFTWARE OR DOCUMENTATION. ANY PROVISION OF THIS AGREEMENT TO THE
CONTRARY NOTWITHSTANDING, THE MAXIMUM LIABILITY OF TMS
TO ANY PERSON, FIRM OR CORPORATION
WHATSOEVER ARISING OUT OF OR IN THE CONNECTION WITH ANY SUBSCRIPTION, LICENSE,
OR USE OF THE SOFTWARE OR DOCUMENTATION, WHETHER SUCH LIABILITY ARISES FROM ANY
CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, WARRANTY, TORT OR OTHERWISE,
WILL IN NO CASE EXCEED THE ACTUAL MONTHLY SUBSCRIPTION FEE MOST RECENTLY PAID
TO TMS BY SUBSCRIBER FOR THE
SOFTWARE WHOSE LICENSE OR USE GIVES RISE TO THE LIABILITY. THE ESSENTIAL
PURPOSE OF THIS PROVISION IS TO LIMIT THE POTENTIAL LIABILITY OF TMS ARISING OUT OF THIS AGREEMENT. The parties
acknowledge that the limitations set forth in this Section 9 are integral to
the amount of consideration levied in connection with the license of the
Software and Documentation and any services rendered under this Agreement and
that, were TMS to assume any
further liability other than as set forth herein, such consideration would of
necessity be set substantially higher.

11. INDEMNIFICATION

Subscriber
will indemnify and hold harmless TMS,
and its affiliates, suppliers, and officers, agents or employees of any of them
from and against any claims, demands, or causes of action whatsoever, including
without limitation those arising or of 1) use of the Software 2) on account of
Subscriber’s modification or enhancement of the Software or 3) otherwise
caused by, or arising out of, or resulting from, the exercise or practice by
Subscriber of the license granted under this Agreement, its sub-Subscribers, if
any, its subsidiaries or their officers, employees, agents or representatives.

12. DEFAULT AND TERMINATION.

12.1
Events of Default. This Agreement may be terminated upon 30 days prior written
notice by the non-defaulting party if any of the following events of default
occur: (1) if a party materially fails to perform or comply with this Agreement
or any provision of this Agreement; (2) if either party fails to strictly
comply with the provisions of Section 9 (Confidentiality) or makes an
assignment in violation of Section 13 (Non-assignability); (3) if a party
becomes insolvent or admits in writing its inability to pay its debts as they
mature, or makes an assignment for the benefit of creditors; (4) if a petition
under any foreign, state, or United States bankruptcy act, receivership statute,
or the like, as they now exist, or as they may be amended, is filed by a party;
or (5) if such a petition is filed by any third party, or an application for a
receiver is made by anyone and such petition or application is not resolved
favorably within 90 days.

12.2
Termination. Notwithstanding Section 12.1, termination due to breach of Section
2 (Grant of Rights), 5 (Copies), 8 (Protection of Software), or 9
(Confidentiality) will be effective on notice.  This Agreement will terminate each if as
a Subscription Fee is not timely paid and will renew automatically for
consecutive 30 day periods upon payment of that fee, subject to the provisions
of the next sentence.
Notwithstanding anything contained in this Agreement, this Agreement may
be cancelled by either party without cause on 30 days written notice.

12.3
Obligations on Termination. Within 10 days after termination of this Agreement,
Subscriber will cease and desist all use of the Software and Documentation and
will return to TMS all full or partial
copies of the Software and Documentation in Subscriber’s possession or
under its control.

13. NOTICES. All notices, authorizations, and
requests in connection with this Agreement will be deemed given (i) 5 days
after being deposited in the U.S. mail, postage prepaid, certified or
registered, return receipt requested; or (ii) one day after being sent by
overnight courier, charges prepaid, with a confirming facsimile; and addressed
as set forth below or to such other address as the party to receive the notice
or request so designates by written notice to the other.  In addition, TMS
may provide Subscriber any required notice by email, and Subscriber agrees to
keep TMS apprised of Subscriber's
current email address.

14. NON-ASSIGNABILITY. Subscriber will not assign this
Agreement or its rights under this Agreement without the prior written consent
of TMS.

15. GOVERNING LAW; JURISDICTION AND VENUE. The validity, interpretation, construction and
performance of this Agreement will be governed by the laws of the State of Illinois without regard
to internal conflict of laws provisions.
Subscriber consents to exclusive jurisdiction and venue of the State and
Federal courts sitting in Cook County,
Illinois.

16. SEVERABILITY. If any provision of this
Agreement will be held by a court of competent jurisdiction to be illegal,
invalid or unenforceable, the remaining provisions will remain in full force
and effect.

17. MISCELLANEOUS. This Agreement and its exhibit
contain the entire understanding and agreement between the parties respecting
the subject matter of this Agreement. This Agreement may not be supplemented,
modified, amended, released or discharged except by an instrument in writing
signed by each party’s duly authorized representative. All captions and
headings in this Agreement are for purposes of convenience only and will not
affect the construction or interpretation of any of its provisions. Any waiver
by either party of any default or breach under this Agreement will not
constitute a waiver of any provision of this Agreement or of any subsequent
default or breach of the same or a different kind.

Subscriber
agrees that using the Software or checking the "I agree to the Subscriber
Agreement" box found on the registration form constitutes Subscriber's
agreement to be bound by the terms of this Subscription Agreement and that
Subscriber is authorized to execute this Agreement.

EXHIBIT A

SUBSCRIPTION FEE

Standard
Version                            $59
per Month

AutoMaven Version                       $109
per Month

Professional
Version                      $159
per Month