Market Data Suppliers Agreement
Market Data Suppliers
- New York Stock Exchange, Inc.;
- The NASDAQ OMX Group, Inc.;
- ASX Operations Pty Limited;
- TSX Inc.;
- CME Group Index Services LLC
- Market Data Express, LLC
- SIX Telekurs USA Inc.;
- Morningstar Real-Time Data Limited;
- Barchart.com, Inc. d/b/a DDFplus;
- Commodity Systems, Inc.;
- Norgate Investor Services Pty Ltd;
New York Stock Exchange, Inc.
AGREEMENT FOR MARKET DATA DISPLAY SERVICES
(Usage-Based Services/Nonprofessional Subscriber Status )(Electronic Version)
Incredible Charts ("Vendor") agrees to make "Market Data" available to you pursuant to the terms and conditions set forth in this agreement. By manifesting your assent in the space indicated below, you ("Subscriber") agree to comply with those terms and conditions. Section 1 sets forth terms and conditions of general applicability. Section 2 applies insofar as Subscriber receives and uses Market Data made available pursuant to this Agreement as a Nonprofessional Subscriber.
SECTION 1: TERMS AND CONDITIONS OF GENERAL APPLICABILITY
1. MARKET DATA DEFINITION – For all purposes of this Agreement, "Market Data" means (a) last sale information and quotation information relating to securities that are admitted to dealings on the New York Stock Exchange ("NYSE"), (b) such bond and other equity last sale and quotation information, and such index and other market information, as United States-registered national securities exchanges and national securities associations (each, an "Authorizing SRO") may make available and as the NYSE may from time to time designate as "Market Data"; and (c) all information that derives from any such information.
2. PROPRIETARY NATURE OF DATA – Subscriber understands and acknowledges that each Authorizing SRO and Other Data Disseminator has a proprietary interest in the Market Data that originates on or derives from it or its market(s).
3. ENFORCEMENT – Subscriber understands and acknowledges that (a) the Authorizing SROs are third-party beneficiaries under this Agreement and (b) the Authorizing SROs or their authorized representative(s) may enforce this Agreement, by legal proceedings or otherwise, against Subscriber or any person that obtains Market Data that is made available pursuant to this Agreement other than as this Agreement contemplates. Subscriber shall pay the reasonable attorney's fees that any Authorizing SRO incurs in enforcing this Agreement against Subscriber.
4. DATA NOT GUARANTEED – Subscriber understands that no Authorizing SRO, no other entity whose information is made available over the Authorizing SROs' facilities (an "Other Data Disseminator") and no information processor that assists any Authorizing SRO or Other Data Disseminator in making Market Data available (collectively, the "Disseminating Parties") guarantees the timeliness, sequence, accuracy or completeness of Market Data or of other market information or messages disseminated by any Disseminating Party. Neither Subscriber nor any other person shall hold any Disseminating Party liable in any way for (a) any inaccuracy, error or delay in, or omission of, (i) any such data, information or message or (ii) the transmission or delivery of any such data, information or message, or (b) any loss or damage arising from or occasioned by (i) any such inaccuracy, error, delay or omission, (ii) non-performance or (iii) interruption in any such data, information or message, due either to any negligent act or omission by any Disseminating Party, to any "force majeure" (e.g., flood, extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, equipment or software malfunction) or to any other cause beyond the reasonable control of any Disseminating Party.
5. PERMITTED USE – Subscriber shall not furnish Market Data to any other person or entity and, subject to Paragraph 10, shall use Market Data only for its individual use in its business.
6. DISSEMINATION DISCONTINUANCE OR MODIFICATION – Subscriber understands and acknowledges that, at any time, the Authorizing SROs may discontinue disseminating any category of Market Data, may change or eliminate any transmission method and may change transmission speeds or other signal characteristics. The Authorizing SROs shall not be liable for any resulting liability, loss or damages that may arise therefrom.
7. DURATION; SURVIVAL – This Agreement remains in effect for so long as Subscriber has the ability to receive Market Data as contemplated by this Agreement. In addition, Vendor may terminate this Agreement at any time, whether at the direction of the Authorizing SROs or otherwise. Paragraphs 2, 3 and 4, and the first two sentences of Paragraph 8, survive any termination of this Agreement.
8. MISCELLANEOUS – The laws of the State of New York shall govern this Agreement and it shall be interpreted in accordance with those laws. This Agreement is subject to the Securities Exchange Act of 1934, the rules promulgated under that act, and the joint-industry plans entered into pursuant to that act. This writing contains the entire agreement between the parties in respect of its subject matter. Subscriber may not assign all or any part of this Agreement to any other person. The person manifesting assent to this agreement below represents and warrants that it has legal capacity to contract and, if that person is manifesting assent on behalf of a proprietorship or a business, partnership or other organization, represents and warrants that he or she has actual authority to bind the organization.
SECTION 2: NONPROFESSIONAL SUBSCRIBER
9. NONPROFESSIONAL SUBSCRIBER DEFINITION – "Nonprofessional Subscriber" means any natural person whom Vendor has determined to qualify as a "Nonprofessional Subscriber" and who is not: (a) registered or qualified with the Securities and Exchange Commission (the "SEC"), the Commodities Futures Trading Commission, any state securities agency, any securities exchange or association, or any commodities or futures contract market or association. (b) engaged as an "investment advisor" as that term is defined in Section 202 (a) (11) of the Investment Advisor's Act of 1940 (whether or not registered or qualified under that Act), nor (c) employed by a bank or other organization exempt from registration under Federal and/or state securities laws to perform functions that would require him or her to be so registered or qualified if he or she were to perform such functions for an organization not so exempt.
10. PERMITTED USE – If Subscriber is a Nonprofessional Subscriber, he or she shall receive Market Data solely for his or her personal, non-business use.
11. PERSONAL AND EMPLOYMENT DATA – As a prerequisite to qualifying as a "Nonprofessional Subscriber", Subscriber shall provide the following information: Subscriber's name and address: Subscriber's occupations (list all occupations – including homemaker, student, retiree, etc.): Name(s) and address(es) of Subscriber's employer(s): Subscriber's title(s) and/or position(s): Subscriber's employment functions (description): Subscriber shall notify Vendor promptly in writing of any change in his or her circumstances that may cause him or her to cease to qualify as a Nonprofessional Subscriber.
12. CERTIFICATION – Subscriber hereby certifies that he or she falls within Paragraph 9's definition of "Nonprofessional Subscriber" and that the personal and employment information that he or she has included in Paragraph 11 is truthful and accurate.
The NASDAQ OMX Group, Inc.NASDAQ OMX Global Subscriber Agreement Terms and Conditions The Distributor and its agents may not modify or waive any term of this Agreement. Any attempt to modify this Agreement, except by NASDAQ OMX, is void.
- USE OF DATA.
Subscriber may not sell, lease, furnish or otherwise permit or provide access to the Information to any other Person or to any other office or place. Subscriber will not engage in the operation of any illegal business use or permit anyone else to use the Information, or any part thereof, for any illegal purpose or violate any NASDAQ OMX or Securities and Exchange Commission ("SEC") Rule or any Financial Services Authority Rule ("FSA") or other applicable law, rule or regulation. Subscriber may not present the Information rendered in any unfair, misleading or discriminatory format. Subscriber shall take reasonable security precautions to prevent unauthorized Persons from gaining access to the Information.
a. Non-Professional or Private Subscriber – For Non-Professional or Private Subscriber, the Information is licensed only for personal use. By representing to Distributor that Subscriber is a Non-Professional or Private Subscriber, or by continuing to receive the Information at a Non-Professional or Private Subscriber rate, Subscriber is affirming to Distributor and to NASDAQ OMX that Subscriber meets the definition of Non-Professional or Business Subscriber as set forth in Section 12 of this Agreement. A Non-Professional or Private Subscriber shall comply promptly with any reasonable request from NASDAQ OMX for information regarding the Non-Professional Subscriber's receipt, processing, display and redistribution of the Information.
b. Professional or Business Subscriber – For Professional or Business Subscriber, the Information is licensed for the internal business use and/or personal use of the Professional or Business Subscriber. Professional or Business Subscribers may, on a non-continuous basis, furnish limited amounts of the Information to customers in written advertisements, correspondence or other literature or during voice telephonic conversations not entailing computerized voice, automated information inquiry systems or similar technologies. Upon request, Professional or Business Subscribers shall make its premises available to NASDAQ OMX for physical inspection of Distributor's Service and of Professional or Business Subscriber's use of the Information (including review of any records regarding use of or access to the Information and the number and locations of all devices that receive Information), all at reasonable times, upon reasonable notice, to ensure compliance with this Agreement.
- PROPRIETARY DATA.
NASDAQ OMX grants to Subscriber a nonexclusive, non-transferable license during the term of the Agreement to receive and use the Information transmitted to it by Distributor and thereafter, to use such Information as permitted under the terms of this Agreement and/or the NASDAQ OMX Requirements. Subscriber acknowledges and agrees that NASDAQ OMX has proprietary rights to the Information that originates on or derives from markets regulated or operated by NASDAQ OMX, and compilation or other rights to Information gathered from other sources. Subscriber further acknowledges and agrees that NASDAQ OMX 's third-party information providers have exclusive proprietary rights to their respective Information. In the event of any misappropriation or misuse by Subscriber or anyone who accesses the Information through Subscriber, NASDAQ OMX or its third-party information providers shall have the right to obtain injunctive relief for its respective materials. Subscriber will attribute source as appropriate under all the circumstances.
Subscriber shall assume full and complete responsibility for the payment of any taxes, charges or assessments imposed on Subscriber or NASDAQ OMX (except for federal, state or local income taxes, if any, imposed on NASDAQ OMX) by any foreign or domestic national, state, provincial or local governmental bodies, or subdivisions thereof, and any penalties or interest relating to the provision of the Information to Subscriber. Interest shall be due from the date of the invoice to the time that the amount(s) that are due have been paid. To the extent permitted by applicable law, Subscriber acknowledges and agrees that the termination of the Distributor's Service for failure to make payments shall not be considered an improper limitation of access by NASDAQ OMX. For Professional or Business Subscribers, if any payment is due directly to NASDAQ OMX under this Agreement, payment in full is due NASDAQ OMX in immediately available funds, in the currency specified by NASDAQ OMX by a check to NASDAQ OMX, by electronic funds transfer to an institution of NASDAQ OMX's choosing or by any other form of payment as specified by NASDAQ OMX in Appendix 1, within fifteen (15) days of the date of an invoice, whether or not use is made of, or access is made to, the Information.
Subscriber acknowledges that NASDAQ OMX, in its sole discretion, may from time-to-time make modifications to its system or the Information. Such modifications may require corresponding changes to be made in Distributor's Service. Changes or the failure to make timely changes by Distributor or Subscriber may sever or affect Subscriber's access to or use of the Information. NASDAQ OMX shall not be responsible for such effects. NASDAQ OMX does not endorse or approve any equipment, Distributor or Distributor's Service.
- EXCLUSIVE REMEDY.
NASDAQ OMX shall endeavor to offer the Information as promptly and accurately as is reasonably practicable. In the event that the Information is not available as a result of failure by NASDAQ OMX to perform its obligations under this Agreement, NASDAQ OMX will endeavor to correct any such failure. If the Information is not available, is delayed, is interrupted, is incomplete, is not accurate or is otherwise materially affected for a continuous period of four (4) hours or more during the time that NASDAQ OMX regularly transmits the Information due to the fault of NASDAQ OMX (except for a reason permitted in this Agreement or in NASDAQ OMX's agreement with the Distributor), Subscriber's or any other Person's exclusive remedy against NASDAQ OMX shall be: a. If Subscriber or any other Person continues to receive the Information or any other data and/or information offered by NASDAQ OMX, a prorated month's credit of any monies due, if any, for the affected Information directly to NASDAQ OMX from Subscriber or, if applicable, from said other Person, for the period at issue; or b. If Subscriber or any other Person no longer receives either the Information or any other data and/or information offered by NASDAQ OMX, a prorated month's refund of any monies due for the affected Information directly to NASDAQ OMX from Subscriber or, if applicable, from said other Person, for the period at issue. Such credit or refund shall, if applicable, be requested in writing to NASDAQ OMX with all pertinent details. Beyond the warranties stated in this section, there are no other warranties of any kind – express, implied, statutory (including without limitation, timeliness, truthfulness, sequence, completeness, accuracy, freedom from interruption), implied warranties arising from trade usage, course of dealing, course of performance or the implied warranties of merchantability or fitness for a particular use or purpose.
- LIMITATION OF LIABILITY.
a. Except as may otherwise be set forth herein, NASDAQ OMX shall not be liable to Subscriber, its Distributor or any other Person for indirect, special, punitive, consequential or incidental loss or damage (including, but not limited to, trading losses, loss of anticipated profits, loss by reason of shutdown in operation or increased expenses of operation, cost of cover or other indirect loss or damage) of any nature arising from any cause whatsoever, even if NASDAQ OMX has been advised of the possibility of such damages.
b. NASDAQ OMX shall not be liable to Subscriber or any other Person for any unavailability, interruption, delay, incompleteness or inaccuracy of the Information that lasts less than four (4) continuous hours during the time that NASDAQ OMX regularly transmits the Information or if the Information is materially affected for less than four (4) continuous hours during the time that NASDAQ OMX regularly transmits the Information.
c. If NASDAQ OMX is for any reason held liable to Subscriber or to any other Person, whether in tort or in contract, the liability of NASDAQ OMX within a single year of the Agreement (one year from the effective data of the Agreement) is limited to an amount of Subscriber's damages that are actually incurred by Subscriber in reasonable reliance (combined with the total of all claims or losses of Subscriber's Distributor and any other Person claiming through, on behalf of or as harmed by Subscriber) and which amount does not exceed the lesser of:
i. For Subscriber or any other person that continues to receive the Information or any other data and/or Information offered by NASDAQ OMX, a prorated month's credit of any monies due directly to NASDAQ OMX from Subscriber or, if applicable, from any other Person, for the Information at issue during the period at issue, or if Subscriber or any other Person no longer receives either the Information or any other data and/or information offered by NASDAQ OMX, a refund of any monies due directly to NASDAQ OMX from Subscriber or, if applicable, from any other Person, for the Information at issue during the period at issue; or
d. This section shall not relieve NASDAQ OMX, Subscriber or any other Person from liability for damages that result from their own gross negligence or willful tortious misconduct or from personal injury or wrongful death claims.
e. Subscriber and NASDAQ OMX understand and agree that the terms of this section reflect a reasonable allocation of risk and limitation of liability.
- DISCLAIMERS OF WARRANTIES.
NASDAQ OMX and its third-party information providers make no warranties of any kind – express, implied or statutory (including without limitation, timeliness, truthfulness, sequence, completeness, accuracy, freedom from interruption), any implied warranties arising from trade usage, course of dealing, course of performance or the implied warranties of merchantability or fitness for a particular use or purpose or noninfringement.
- THIRD-PARTY INFORMATION PROVIDERS' LIMITATION OF LIABILITY.
NASDAQ OMX's third-party information providers shall have no liability for any damages for the accuracy of or for delays or omissions in any of the Information provided by them, whether direct or indirect, lost profits, special or consequential damages of the Subscriber or any other Person seeking relief through Subscriber, even if the third-party information providers have been advised of the possibility of such damages. In no event will the liability of the third-party information providers or their affiliates to Subscriber or any other Person seeking relief through Subscriber pursuant to any cause of action, whether in contract, tort or otherwise, exceed the fee paid by Subscriber or any other Person seeking relief through Subscriber, as applicable.
- CLAIMS AND LOSSES.
Subscriber will indemnify NASDAQ OMX and hold NASDAQ OMX and its employees, officers, directors and other agents harmless from any and all Claims or Losses imposed on, incurred by or asserted as a result of or relating to: (a) any noncompliance by Subscriber with the terms and conditions hereof; (b) any third-party actions related to Subscriber's receipt and use of the Information, whether authorized or unauthorized under the Agreement. Each party warrants and represents and will indemnify and hold harmless (and in every case, NASDAQ OMX shall be permitted to solely defend and settle) another party (including NASDAQ OMX) and their officers, directors, employees and other agents, against any Claims or Losses arising from, involving or relating to a claim of infringement or other violation of an intellectual property right by the indemnifying party, its actions or omissions, equipment or other property. This right is conditioned on the indemnified party giving prompt written notice to the indemnifying party (as does not prejudice the defense) of the Claims or Losses and providing cooperation in the defense of the Claims or Losses (without waiver of attorney-client, work-product or other legal privilege, or disclosure of information legally required to be kept confidential).
Subscriber acknowledges that NASDAQ OMX, when required to do so in fulfillment of statutory obligations, may by notice to Distributor unilaterally limit or terminate the right of any or all Persons to receive or use the Information and that Distributor will immediately comply with any such notice and will terminate or limit the furnishing of the Information and confirm such compliance by notice to NASDAQ OMX. Any affected Person will have available to it such procedural protections as are provided by the Act and applicable rules thereunder. In addition to terminations permitted under the Distributor's agreement, this Agreement may be terminated by Subscriber with thirty (30) days written notice to Distributor and by NASDAQ OMX with thirty (30) days written notice either to Distributor or Subscriber. NASDAQ OMX may also alter any term of this Agreement with ninety (90) days written notice either to Distributor or Subscriber, and any use after such date is deemed acceptance of the new terms. In the event of Subscriber breach, discovery of the untruth of any representation of Subscriber, or where directed by the SEC in its regulatory authority, NASDAQ OMX may terminate this Agreement with not less than three (3) days written notice to Subscriber provided either by NASDAQ OMX or Distributor.
Except as otherwise provided herein, no provision of this Agreement may be amended, modified or waived. No failure on the part of NASDAQ OMX or Subscriber to exercise, no delay in exercising and no course of dealing with respect to any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege under this Agreement. If any of the provisions of this Agreement or application thereof to any individual, entity or circumstance is held invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provisions to individuals, entities or circumstances other than those as to which they are held invalid or unenforceable, shall not be affected thereby and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. In the event of any conflict between the terms of this Agreement and of the Distributor's agreement, the terms of this Agreement shall prevail as between NASDAQ OMX and Subscriber.
Act shall mean the Securities Exchange Act of 1934, applicable only to Information disseminated from a NASDAQ OMX Market in the United States.
Affiliate shall mean any individual, corporation, company, partnership, limited partnership, limited liability company, trust, association or other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such party.
Claims or Losses – Any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, judgments, settlements and expenses of whatever nature, whether incurred by or issued against an indemnified party or a third party, including, without limitation, (a) indirect, special, punitive, consequential or incidental loss or damage, (including, but not limited to, trading losses, loss of anticipated profits, loss by reason of shutdown in operation or increased expenses of operation or other indirect loss or damage), and (b) administrative costs, investigatory costs, litigation costs and auditors' and attorneys' fees and disbursements (including in-house personnel).
Distributor shall mean Distributor and its Affiliates as identified in writing to NASDAQ OMX. For purposes of this agreement, "Distributor" shall mean "Vendor".
Distributor's Service – The service from a distributor, including the data processing equipment, software and communications facilities related thereto, for receiving, processing, transmitting, using and disseminating the Information to or by Subscriber.
FSA shall mean a Financial Services Authority in Sweden, the United Kingdom, or other jurisdiction other than the United States.
Information shall mean certain market data and other data disseminated that has been collected, validated, processed, and recorded by the System or other sources made available for transmission to and receipt from either a Redistributor or from NASDAQ OMX relating to: a) eligible securities or other financial instruments, markets, products, vehicles, indicators, or devices; b) activities of a NASDAQ OMX Company; c) other information and data from a NASDAQ OMX Company. Information also includes any element of Information as used or processed in such a way that the Information can be identified, recalculated or re-engineered from the processed Information or that the processed Information can be used as a substitute for Information.
NASDAQ OMX shall collectively mean The NASDAQ OMX Group, Inc., a Delaware limited liability company and its subsidiaries and Affiliates (collectively "NASDAQ OMX").
NASDAQ OMX Markets shall mean the regulated securities and options exchange subsidiaries of NASDAQ OMX and other regulated market subsidiaries of NASDAQ OMX, including, but not limited to , The NASDAQ Stock Market ("NASDAQ"), the OMX Nordic Exchange ("OMX"), NASDAQ OMX BX ("BX"), NASDAQ OMX PHLX ("PHLX"), the Philadelphia Board of Trade ("PBOT"), and NASDAQ OMX Europe. The NASDAQ OMX Markets are each a "NASDAQ OMX Market."
NASDAQ OMX Requirements – All (i) rules, regulations, interpretations, decisions, opinions, orders and other requirements of the SEC or an FSA, as may be applicable based upon the NASDAQ OMX Market from which the Information is received ; (ii) the rules and regulations, disciplinary decision and rule interpretations applicable to NASDAQ OMX Markets (iii) the NASDAQ OMX Markets' decisions, policies, interpretations, operating procedures, specifications, requirements, and other documentation that is regulatory or technical in nature (including, but not limited to, user guides) published on the NASDAQTrader website located at www.NASDAQTrader.com or another website accessible by and made known to Distributor; and (iv) all other applicable laws, statutes, rules, regulations, orders, decisions, interpretations, opinions, and other requirements, whether promulgated by the United States, England, Sweden or any other applicable jurisdiction (including in the area of intellectual property); and (v) the successors, as they may exist at the time, of the components of the NASDAQ OMX Requirements.
NASDAQ Trader shall mean the website located at www.NASDAQTrader.com or its successor site(s).
Or – Includes the word "and".
Person – Any natural person, proprietorship, corporation, partnership or other entity whatsoever.
Subscriber – When it appears alone, the word "Subscriber" encompasses all Non-Professional, Private, Professional and Business Subscribers. All subscribers are deemed Professional or Business unless they are qualified as Non-Professional or Private Subscriber.
Non-Professional Subscriber – Any natural person who is NOT: (a) registered or qualified in any capacity with the SEC, the Commodities Futures Trading Commission, any state securities agency, any securities exchange or association or any commodities or futures contract market or association; (b) engaged as an "investment advisor" as that term is defined in Section 202(a)(11) of the Investment Advisors Act of 1940 (whether or not registered or qualified under that Act); or (c) employed by a bank or other organization exempt from registration under federal or state securities laws to perform functions that would require registration or qualification if such functions were performed for an organization not so exempt. Professional Subscriber – All other persons who do not meet the definition of Non-Professional Subscriber.
Private Subscriber – A natural person for the purpose of managing the Subscriber's own personal investments and not for any business purpose, nor for the purpose of giving any form of advice to any other person. A Private Use Subscriber may not: (a) contract for, receive or use Information for the purpose of Private Use on behalf of any other person or any corporation, partnership, limited liability company, trust, association or other form of entity, (b) contract for, receive or use Information for the purpose of Private Use in any Service that is paid for by another person or any corporation, partnership, limited liability company, trust, association or other form of entity. A Private Use Subscriber shall, not withstanding the above: (c) be permitted to contract for, receive or use Information on behalf of or paid for by another natural person (person B) provided that (1) its for the purpose of managing person B's own personal investments and not for any business purpose, and (2) person B have filed a power of attorney or equivalent documentation accordingly with Licensee, (d) be permitted to contract for, receive or use Information for Private Use on behalf of and/or paid for by a legal entity or other form of non-natural Person in which the Private Use Subscriber has full (100%) ownership and exercises full (100%) control, (e) Section (c) and (d) may not be combined.
Business Subscriber – All other persons who do not meet the definition of Private Subscriber. "System" shall mean any system NASDAQ OMX has developed for the creation and/or dissemination of Information.
ASX Operations Pty Limited
References in this paragraph to "We", "Us" or "Our" are to ASX Operations Pty Ltd. It is prohibited to use, store, reproduce, display, modify, transmit or distribute the Information without Our prior permission;
- We, members of the ASX Group, Our Suppliers or their respective licensors reserve all Intellectual Property Rights in the Information to the extent that those Intellectual Property Rights exist under the law from time to time;
- We, members of the ASX Group, Our Suppliers and their respective licensors accept no responsibility for any claim, loss or damage arising from the display of Information on the services or any use of the Information displayed on the services.
Singapore Exchange Securities Trading Limited ("SGX")
DATA NOT GUARANTEED
SGX does not guarantee the timeliness, originality, accuracy or completeness of the Information Services and accepts no liability (whether in tort, or contract or otherwise) for any loss or damage arising from any delay, inaccuracies or omissions. In any case, SGX shall not be liable for any loss or expense howsoever incurred as a result of any interruption to the supply of Information Services.
Limitation Of Liability
SGX expressly excludes any warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise, relating to anything supplied or services provided under or in connection with the Agreement.
TSX Inc. ("TSX")
Data Not Guaranteed. No Warranties or Guarantee – TSX does not represent, warrant or guarantee the timeliness, sequence, accuracy or completeness of Market Data, or other information or messages disseminated by TSX, and TSX hereby disclaims all express or implied warranties, including without limitation warranties or conditions of merchantability, quality and fitness for a particular purpose and those arising by statute or otherwise in law or from the course of dealing or usage of trade. In addition to and without limiting the foregoing, TSX will not be liable in any way to you for: (i) any inaccuracy, error or delay in, or omission of (A) any such Market Data, or other information or messages, or (B) the transmission or delivery of any such Market Data, or other information or messages, or (ii) any loss or damage arising from or occasioned by (A) any such inaccuracy, error, delay or omission, or (B) non-performance, or (C) interruption in any such Market Data, or other information or messages, due either to any negligent act or omission by TSX, "force majeure" or any other cause.
Third Party Contributor Data. (a) You acknowledge and agree that certain of the Market Data provided by TSX may be provided by Third Party Contributors. (b) You covenant, for the benefit of TSX and each Third Party Contributor, that you shall not make any claim, pursue any action or make any demand against any Third Party Contributor in respect of this Agreement or related to the Market Data irrespective of the cause of such claim, action or demand, including but not limited to breach of contract, tort (including negligence), breach of statutory duty or any other legal theory and, for greater certainty, no Third Party Contributor shall be liable for any loss or damage suffered by Distributor as a result of any act or failure to act (including wilful misconduct or negligence) by such Third Party Contributor, including any direct, indirect, special, incidental or consequential loss, damage, injury, cost or expense, loss of profits or revenue, failure to realize expected profits, revenue or savings or other commercial or economic loss, damage or injury, even if advised of the possibility of same. (c) TSX shall also be expressly included in the definition of a Third Party Contributor for the purposes of this paragraph.
CME Group Index Services LLC
TERMS AND CONDITIONS OF USE OF DOW JONES INDEXESSM
BY ACCESSING AND USING THE DATA RELATED TO DOW JONES INDEXESSM (INCLUDING, WITHOUT LIMITATION, THE INDEX VALUES, HEREAFTER COLLECTIVELY "DOW JONES INDEXESSM") ON THIS WEB SITE, YOU ARE AGREEING TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, INCLUDING ALL AMENDMENTS MADE AFTER APRIL 2010. IF ANY OF THESE TERMS AND CONDITIONS ARE UNACCEPTABLE TO YOU, YOU MAY NOT ACCESS OR USE DOW JONES INDEXESSM.
GENERAL TERMS AND CONDITIONS OF USE
Dow Jones IndexesSM (including, without limitation, the Dow Jones Averages, Dow Jones Global Indexes, Dow Jones Titans Indexes, Dow Jones Islamic Market Indexes, Dow Jones Sustainability Indexes and Dow Jones-UBS Commodity Indexes) are proprietary to CME Group Index Services LLC ("CME Indexes") and/or its licensors. By accessing and using the Dow Jones IndexesSM, you are indicating that you are at least 18 years old, and you agree to be bound by all these Terms and Conditions of Use. You may print and keep a copy of these Terms and Conditions of Use, but CME Indexes may change any of these terms at any time. When the terms are changed, the changes will appear in this document. Your use of Dow Jones IndexesSM after any changes have been posted will constitute your agreement to the modified Terms and Conditions of Use. Therefore, you should read these Terms and Conditions of Use from time to time. If you do not agree to be bound by these Terms and Conditions of Use or any changes thereto, you should not use Dow Jones IndexesSM again.
PROPRIETARY RIGHTS AND LIMITATIONS ON USE
Dow Jones IndexesSM are protected by copyright and other intellectual property laws. Dow Jones IndexesSM may be used only for your personal, non-commercial purposes. You agree not to modify, copy, reproduce, retransmit, distribute, sell, publish, broadcast, create derivative works from or store the Dow Jones IndexesSM (or any portion thereof), without the express prior consent of CME Indexes. You may not use Dow Jones IndexesSM for any unlawful purpose.
All trade names, trademarks, service marks associated with the Dow Jones IndexesSM (whether registered or unregistered) (the "Marks") are proprietary to CME Indexes and/or its licensors and are protected by applicable trademark laws. Nothing contained in this web site should be construed as granting any license or right to use any of the Marks displayed here without the express written permission of CME Indexes or its applicable licensors. Any unauthorized use of the Marks is strictly prohibited.
Also, you may not use any of the Dow Jones IndexesSM or the Marks in connection with the issuance, trading, marketing or promotion of investment products (e.g., derivatives, structured products, investment funds, investment portfolios, etc. where the price, return and/or performance of the investment product is based on or related to the Indexes) without a separate written agreement with CME Indexes. Further, neither CME Indexes nor its licensors is giving investment advice, tax advice, legal advice, or other professional advice by providing the Dow Jones IndexesSM, and neither CME Indexes nor its licensors sponsor, recommend or endorse the purchase or sale of any security or investment.
If you violate any of these terms and conditions, CME Indexes has the right to terminate your access to all or any portion of the Dow Jones IndexesSM immediately without notice. Your right to use the Dow Jones IndexesSM is subject to any limits established by CME Indexes in its sole discretion.
DISCLAIMER OF WARRANTIES AND LIABILITY DOW JONES INDEXESSM ARE PROVIDED TO YOU "AS IS". NEITHER CME INDEXES, DOW JONES & COMPANY, INC. ("DOW JONES") NOR ANY OF THEIR RESPECTIVE AFFILIATES, AGENTS OR LICENSORS WARRANTS THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE DOW JONES INDEXESSM. ALTHOUGH CME INDEXES MAKES REASONABLE EFFORTS TO COMPLY WITH ITS GUIDELINES REGARDING THE SELECTION OF COMPONENTS IN THE DOW JONES ISLAMIC MARKET INDEXES, CME INDEXES CANNOT GUARANTEE OR WARRANT THAT THOSE INDEXES OR THE DATA RELATED THERETO WILL COMPLY WITH SHARIAH LAW OR OTHER ISLAMIC PRINCIPLES AND CME INDEXES EXPRESSLY DISCLAIMS ANY SUCH WARRANTY. NEITHER CME INDEXES NOR ANY OF ITS AFFILIATES, AGENTS OR LICENSORS SHALL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY RESULTING DIRECTLY FROM USE OF THE DOW JONES INDEXESSM CAUSED IN WHOLE OR PART BY CME INDEXES' NEGLIGENCE OR CONTINGENCIES BEYOND ITS CONTROL IN PROCURING, COMPILING, INTERPRETING, REPORTING OR DELIVERING THE DOW JONES INDEXESSM. IN NO EVENT WILL CME INDEXES, DOW JONES OR ANY OF THEIR RESPECTIVE AFFILIATES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON THE DOW JONES INDEXESSM. NEITHER CME INDEXES, DOW JONES NOR ANY OF THEIR RESPECTIVE AFFILIATES, AGENTS OR LICENSORS SHALL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR SIMILAR DAMAGES) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONAL TERMS
CME Indexes may discontinue or change the Dow Jones IndexesSM, or their availability to you, at any time without notice. If any provision in these Terms and Conditions of Use is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect. These Terms and Conditions of Use, your rights and obligations, and all actions contemplated by this agreement shall be governed by the laws of the State of New York, as if these Terms are a contract wholly entered into and wholly performed within the State of New York. These Terms and Conditions of Use constitute the entire agreement between you and CME Indexes relating to the Dow Jones IndexesSM, and they supersede any and all other agreements, oral or in writing, with respect to the indexes. The failure of CME Indexes to insist upon strict compliance with any term or provision shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision. Certain market data is provided by Reuters for use in calculating the Dow Jones IndexesSM. Reuters shall not be liable for any errors or delays in content, or for any actions taken in reliance thereon.
The Dow Jones IndexesSM are proprietary to and distributed by CME Indexes and have been licensed for use. "Dow Jones Indexes" is a licensed trademark of CME Indexes and is a proprietary service mark of Dow Jones Trademark Holdings LLC.
Market Data Express, LLC ("MDX")
You agree that you:
- shall receive Data solely for use by you;
- shall not retransmit or otherwise furnish Data to any person;
- acknowledge that the Data is and shall remain the property of MDX and/or the providers of the Data to MDX;
- acknowledge the absence of any guarantee with respect to the Data and the disclaimer of liability on the part of MDX on the following terms:
THE DATA IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY WITH RESPECT TO ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER MDX NOR ANY PROVIDER OF DATA TO MDX, NOR ANY OF THEIR RESPECTIVE AFFILIATES, NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS SHALL HAVE ANY LIABILITY OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY DAMAGES FOR LOST PROFITS OR LOST OPPORTUNITIES AND WHETHER BASED UPON CONTRACT, TORT, WARRANTY, OR OTHERWISE) FOR ANY INACCURACIES, OMISSIONS, HUMAN OR MACHINE ERRORS, OR OTHER IRREGULARITIES IN THE DATA OR FOR ANY CESSATION, DISCONTINUANCE, FAILURE, DELAY, MALFUNCTION, SUSPENSION, INTERRUPTION, OR TERMINATION OF, OR WITH RESPECT TO, THE PROVISION OF THE DATA;
- shall indemnify MDX on the following terms:
You agree to indemnify, hold harmless and defend MDX from and against any and all suits, proceedings at law or in equity, and any and all liability, loss, damages and expenses (other than fees and expenses of attorneys separately retained by MDX), arising out of access to or use of Data by you, unless the claim alleges that CBOE Data infringes the intellectual property rights of a third party or arises from gross negligence or willful misconduct on the part of MDX;and
- acknowledge that your access to Data may be terminated by Incredible Charts or MDX upon 30 days notice to you.
SIX Telekurs USA Inc.
SIX Telekurs USA Inc ("SIX Telekurs") agrees to license and distribute the products, services and data (collectively, the "Products") described in this Agreement only upon the terms and conditions contained in this Agreement. For purposes of this license, you, the end user, are referred to as the "Licensee".
- Licensee agrees to use the Product solely via Incredible Charts Pty Ltd. Such usage shall be limited to Licensee's employees for its own internal, lawful purposes. Redistribution to, or use or access by any other person or entity, including but not limited to, any entity that is not principally owned by the Licensee is expressly prohibited.
- Licensee agrees that SIX Telekurs (including its Data Sources) shall have no liability for the accuracy or completeness of the Product via Incredible Charts Pty Ltd' proprietary application or for any delays, interruptions, or omissions therein, and neither SIX Telekurs nor any Data Source shall have any liability in connection with any termination of service (with or without notice).
- Licensee agrees that its arrangement with Incredible Charts Pty Ltd for receipt of the Product is subject to termination without notice in the event that this Agreement between Incredible Charts Pty Ltd and SIX Telekurs is terminated for any reason.
- Licensee agrees to comply with any conditions, restrictions or limitations imposed by any of the Data Sources, including obtaining any applicable written approvals from the appropriate Data Sources or, in the absence of such required approval, accept termination of that portion of the Product attributable to any such Data Source.
- Licensee acknowledges that the Data Sources described in the preceding paragraph may have the right to terminate provision of the Market Data to SIX Telekurs and Incredible Charts Pty Ltd with or without notice and that neither any such Data Source, SIX Telekurs nor Incredible Charts Pty Ltd shall have any liability in connection therewith.
Morningstar Real-Time Data Limited
Our standard license terms apply.
Barchart.com, Inc. d/b/a DDFplus
Our standard license terms apply.
Commodity Systems, Inc.
If you use the data (the "CSI Data") supplied by Commodity Systems, Inc. ("CSI"), you acknowledge that: (A) CSI Data may include information taken from the New York Stock Exchange, The American Stock Exchange, NASDAQ Stock Market and other third-party sources; (B) CSI does not guarantee the sequence, accuracy, completeness or timeliness of the CSI Data and the information contained therein. Accordingly, anything to the contrary herein set forth notwithstanding, CSI, its officers and employees, its subsidiaries, successors and assigns shall not, directly or indirectly, be liable, in any way, to you, to any person or entity to whom or to which CSI Data shall be provided, or to any other person or entity for: (1) any inaccuracies or errors in or omission of any information or data therein; (2) any delays or errors in the transmission or delivery of any part thereof; or (3) any loss or damage arising therefrom or occasioned thereby, or by any reason of non-performance, or interruption in any such information or data transmitted by CSI for any reason.
Norgate Investor Services Pty Ltd
End-User License Terms
- Conditions of Supply
By accessing or using the financial data supplied by Norgate (the "Data"), you become a Licensee. As a Licensee you agree to be bound by the terms of this License Agreement ("Agreement"). "Norgate" means Norgate Investor Services Pty. Ltd. (ABN 70058485395). "Norgate and its associates" means Norgate and related companies, stock exchanges, any futures exchanges, any other trading instruments exchanges, broker, suppliers, business partners, resellers, agents, and includes directors, officers, employees or contractors of all of the above.
- Grant of Licence
Norgate hereby grants to Licensee a non-exclusive license to use the Data and related Documentation on the following terms:
Licensee may copy the Data for archival purposes. The Licensee warrants that he will not resell or redistribute the Data information supplied or received though the use of the software in part or in full, in any way, shape or form whatsoever.
- Title and Copyright.
All title ownership rights, copyrights and intellectual property rights in and to the Data are owned by Norgate or its suppliers. This licence gives the Licensee no rights to such content.
- Australian Stock Exchange
Some of this material is copyright and reproduced under licence by Australian Stock Exchange Limited, ACN 008 624 691. Australian Stock Exchange Limited, its related companies and their officers and employees are not associated with, and should not be construed as endorsing, promoting or expressing any opinion about, nor be under any liability for any loss arising in connection with Norgate, the contents of any internet sites operated by Norgate, or any of Norgate's products or services.
Australian Stock Exchange Limited, its related companies, their offices and employees shall not be liable in any way for any loss or damage, howsoever arising (whether in negligence or otherwise) out of or in connection with the contents of and/or any omissions from this communication except where a liability is made non-excludable by legislation.
Trademarks used under licence. The ASX logo is a registered trade mark of Australian Stock Exchange Limited. "All Ordinaries ® " and "ASX ® " are registered trade marks of ASX Operations Pty Limited.
- Accuracy of information
All Data is provided in good faith. It is derived from sources believed to be accurate. Norgate and its associates do not make any representation or warranty as to the timeliness, reliability, accuracy or completeness of the material, nor do they accept any responsibility arising in any way for errors in, or omissions from, that material. Norgate and its associates will not be liable for loss resulting from any action or investment decision by a User in reliance on the information on the site, nor for any interruption, delay in operation or transmission, virus, communications failure, internet access difficulties, or malfunction in equipment or software. Nothing in these conditions shall exclude, restrict or modify any condition or warranty implied by law.
- General information only - Non Advisory
The Licensee agrees that material provided is general information only and is not intended as investment advice and will not be relied upon as such. The Licensee agrees to obtain professional investment advice tailored to his specific circumstances prior to making any investment decisions, if applicable. The Licensee agrees to consult with a broker to verify pricing before conducting any securities trading. The Licensee agrees that material provided does not, and must not be construed as providing recommendations in relation to any securities or other financial products. The Licensee agrees that it does not constitute and will not be construed as an offer of securities or other financial products nor is it an invitation for the Licensee to take up securities or other financial products.
- Data Copyright
The Licensee agrees that the material provided is copyright and is published under licence from Norgate. The Licensee agrees to use this material for his own personal reference only. Except for the temporary copy held in the computer's cache and a single permanent copy for the Licensee's personal reference, the material may not otherwise be used, copied, reproduced, published, stored in a retrieval system, altered, transmitted in any form or by any means in whole or in part without the prior written approval of Norgate.
The Data is sourced from official sources and includes a digital watermark for identification of unauthorised duplication. Norgate will prosecute individuals or corporations that violate copyright of the Data to the full extent of the law.
- No other Warranties.
The Licensee agrees that, to the maximum extent permitted by applicable law, Norgate and its associates disclaim all other warranties, either express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, with regard to the Data and accompanying documentation.
- No liabilities for consequential damages.
The Licensee agrees that Norgate and its associates shall have no obligation or liability to the Licensee in contract or in tort arising out of or relating to delays, errors or omissions in collection and dissemination of such information, or for the inaccuracy of such information carried or displayed by the software. The Licensee agrees that, to the maximum extent permitted by applicable law, in no event shall Norgate and its associates be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, computer failure or malfunction, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the software or Data, even if Norgate and its associates have been advised of the possibility of such damages.
The Licensee or user of a Licensee's product agrees to limit any claims against Norgate and its associates to the greater of one Australian dollar or the total amount paid by the Licensee to Norgate and its associates for the subscription to the service.
- Representation and Warranties
The Licensee acknowledges that the Norgate and its associates do not make any representation or warranties regarding the Data provided or any other matter which is or might be relevant to the Licensee buying the products or services other than the representation or warranties expressed in this agreement.
- Warranty Remedies
Should a breach in this warranty occur, Norgate's sole liability will be limited to replacing the defective Data.
- Entire Agreement
The Licensee acknowledges that they have read and understand this agreement and agree to be bound by its terms. Licensee further agrees that this agreement is the complete and exclusive statement of the agreement between Licensee and Norgate with respect to the subject matter hereof, and supersedes any prior agreement, oral or written, and any other communications relating to the subject matter of this agreement.
This agreement may not be modified except in writing duly signed by a Director of Norgate and the Licensee.