Access to the Site is provided by ICAP. For the purposes of this agreement, "ICAP" shall mean ICAP plc and its subsidiaries, affiliates, and their officers, directors, managing directors, partners, and employees. The "Site" shall mean the website of ICAP located at www.icapfusion.com, and the websites of its subsidiaries and affiliates.
The Site and any and all information, data and other content provided to you on or via the Site (collectively the "Information") is provided by ICAP and/or its third party information providers ("Information Providers") for general informational purposes only. Information provided on the Site may be delayed as determined by ICAP in its sole discretion.
In the absence of any existing and applicable Customer Documentation or relevant terms therein in connection with your access and use of any Information, the following terms shall apply to such access and use: ICAP grants to you a limited, revocable, non-exclusive, non-transferable licence to use the Site and the Information solely on the IT systems that you own or control for your internal business use only in respect of trading activity conducted by you as an employee of a customer of ICAP on a view-only basis and in object code form only, unless specifically authorised otherwise in writing by ICAP ("Permitted Information Purpose"). You agree that you will not (i) disclose the Information or any part of it to any person (where "person" shall include without limitation any individual, partnership, company or corporation) except that you may disclose such Information to officers and employees of your employer in accordance with the Permitted Information Purpose, (ii) use the Information in any manner that may impair, damage, disable, interfere with or otherwise compromise the Information or anyone else"s use of Information, or (iii) use the Information for any purpose other than the Permitted Information Purpose. You agree to comply with all laws and regulations governing the downloading, installation and/or use of the Information.
You shall not: (i) modify, vary or decompile Information; (ii) use Information with similar data from one or more third-parties in order to create a dynamic composite element in which the ICAP data element may be displaced; (iii) publish Information on a single display page, record chain or record template alongside data elements from one or more third-party"s data; (iv) derive any data from Information; (v) extract and/or gather Information from the Site by any means, including but not limited to "screen scraping" or "database scraping"; or (vi) use, distribute or sell Information, or any part thereof as part of, or in the development of an end-of-day pricing service, any valuation service, benchmarking service, index or any trade execution application product or service (including without limitation any portal, platform or system) or any liquidity pool or market place which in any way facilitates, the handling or submitting of a bid, offer, order or transaction in any security, product or instrument.
In accessing the Site, you may be given access to one or more platforms (each a "Platform") through which you might be permitted to i) participate in electronic trading activity, ii) view and/or submit pricing information to facilitate trading on an indication of interest basis ("IOI"), and/or iii) view data and prices, without the ability to interact and execute trades on screen (each a "Permitted Platform"). In all cases, such access shall be governed by (i) any specific terms relating to that Platform as set out below; (ii) the agreements entered into by you or your authorised representatives and ICAP prior to being on-boarded as an ICAP customer; and (iii) the applicable documentation with respect to the permission to carry out such activity, including but not limited to the ICAP E-master agreement and/or E-Terms (or equivalent), the relevant rulebook (or equivalent system protocol), the IOI letter and/or the trader authorisation form (individually or collectively referred to hereafter as the "Customer Documentation"). Should any of the terms of this Agreement conflict with the terms of the Customer Documentation, the terms of the Customer Documentation shall prevail.
In the absence of any existing and applicable Customer Documentation or relevant terms therein in connection with your access and use of any Permitted Platform(s), the following terms shall apply to such access and use: ICAP grants to you a limited, revocable, non-exclusive, non-transferable licence to use the Permitted Platform(s) and any and all features, functionality, information, data and other content provided to you through the use of the Permitted Platform(s) (collectively, the "Platform IP") solely for use on your IT systems that you own or control. The Platform IP is provided for your internal business use only in respect of trading activity conducted by you as an employee of a customer of ICAP and for no other purpose and on a view-only and non-executable basis in object code form only, unless specifically authorised otherwise in writing by ICAP. You agree that you will not use Platform IP in any manner that may impair, damage, disable, interfere with or otherwise compromise Platform IP or anyone else"s use of Platform IP. You agree to comply with all laws and regulations governing the downloading, installation and/or use of Platform IP.
Indicative Prices Only: Any price or quotations contained on the Site and/or any Platform thereon are indicative only and do not constitute any offer to buy or sell any securities at any given rate. No representation or warranty, either expressed or implied, is provided in relation to the accuracy, completeness, reliability or appropriateness of the information, methodology and any derived price contain within this material. The securities and related financial instruments described on the Site and/or any Platform thereon may not be eligible for sale in all jurisdictions and may be limited to certain categories of investors.
Authority: By accessing the Site and/or any Permitted Platform via the Site, you hereby: (i) acknowledge that your employer has granted you permission to view the Site and/or any such Permitted Platform, and (ii) represent that you have the full power, capacity and authority to enter into this Agreement. If you are accepting this Agreement on behalf of your employer or another entity, you represent that you have full legal authority to bind such entity to this Agreement. If you do not have the proper legal authority to do so, you have ensured that an authorised person from your employer or such other entity consented to and accepted the terms and conditions of this Agreement.
Intellectual Property Ownership: The Site, and all Information and Platform IP, therein (collectively, the "Site IP"), contains material owned by either ICAP or its Information Providers which is protected under copyright, trademark, trade secret, and other intellectual property laws. ICAP and its Information Providers, as applicable, own the intellectual property rights to all Site IP. All trademarks, service marks, and logos used on the Site are the trademarks, service marks, or logos of ICAP or its Information Providers, as applicable. You agree that, other than the rights to access the Site and/or any Permitted Platform(s) and to view the Information contained on the Site under the terms and conditions set forth herein, you acquire no ownership, title, right or interest of any kind in or to any of the Site IP, and that all title, right and interest therein and thereto remains with ICAP (and its Information Providers, as may be applicable).
Restrictions on Use of Site IP: You acknowledge and agree that: (i) Site IP shall not be used to provide data or services to any other person; (ii) Site IP shall not be leased, licensed, transferred, redistributed, retransmitted, resold, disclosed or otherwise made available to any other third party in any form whatsoever; (iii) Site IP shall not be used to access, copy, transfer, create derivative works of, modify, retransmit or transcode content in violation of any law, any right of ICAP, or any third party right; (iv) Site IP shall not be used in any way whatsoever in connection with pricing engines, risk management systems, credit websites, portfolio management or mark-to-market functions; (v) you will not use any any robot, spider or other automatic device, process or means to access Site IP for any purpose, including monitoring or copying any of the content therein; (vi) you will not use any device, software or routine that interferes with the proper working of the Site IP; (vii) you will not introduce into the Site IP any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (vii) you will not attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site IP, the server on which the Site IP is stored, or any server, computer or database connected to the Site IP; (viii) attack the Site IP via a denial-of-service attack or a distributed denial-of-service attack; or (ix) otherwise attempt to interfere with the proper working of the Site IP. You agree to comply with all reasonable instructions notified to you by ICAP from time to time in relation to your access to and use of Site IP.
Copyright Complaints: If you believe that any Site IP violates your or a third party"s copyright, please notify us by providing the following information to our General Counsel at ICAP plc, 2 Broadgate, London, EC2M 7UR: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of where the material that you claim is infringing is located on our site; (4) your address, telephone number and email address; (5) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner"s behalf.
Confidentiality: You agree to keep confidential all Confidential Information (as defined below) and shall not disclose such Confidential Information in any form to any other person without ICAP's prior written consent. "Confidential Information" means the non-public and/or proprietary elements of Site IP and all other information (including usernames and/or passwords) of a confidential or proprietary nature provided by or in connection with ICAP and its respective members, officers, directors, employees, Information Providers, suppliers, and agents (collectively, the "ICAP Parties") disclosed to you from time to time in connection with the Site IP.
Disclaimer of Warranties: No Information on the Site nor anything arising from your use of any Platform on the Site is intended (i) as investment, tax, accounting or legal advice, (ii) as an offer, recommendation or solicitation of an offer to sell or buy any security or any other financial instrument or to participate in any trading strategy, or (iii) as an endorsement, recommendation or sponsorship of any security or other financial instrument. In the UK, Information accessible via a platform is intended for use only by persons falling within Articles 19(5) and 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended), who have professional experience in matters relating to investments, or to persons to whom it can be otherwise lawfully distributed. Everything on the Site, including, without limitation, on any Platform, is provided "as is" and "as-available" without any representations or warranties of any kind (whether express or implied). To the fullest extent permissible under applicable law, ICAP hereby disclaims all representations and warranties, express, implied or statutory, including, without limitation, all implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose, and all representations and warranties (i) arising from course of dealing, course of performance or custom or trade usage, (ii) relating to the adequacy, timeliness, accuracy or completeness of any Information and/or Platform on the Site including but not limited to the appropriateness of the information, methodology and/or any derived price contained on the Site, (iii) that your use of the Site and/or any Platform will be uninterrupted, error-free, or secure, (iv) that defects will be corrected, (v) that the Site and/or any Platform or the servers on which the Site and/or any Platform are hosted are free of viruses or other harmful components, or (vi) any loss of profit, business or goodwill or any indirect or consequential loss or special or exemplary damage arising in connection with your use of the Information, any Platform, or otherwise in relation to this Agreement under any theory of liability, regardless of whether any ICAP Party has been notified of the possibility of such damage or loss, and (vii) that the Information and/or any Platform will operate in conjunction, or be compatible with any hardware, system, equipment or otherwise. You assume total responsibility and risk for your use of, or reliance on, the Site and any Platform and/or Information provided on or via the Site. Any Platform or Information contained on or via the Site is subject to change at any time without notice.
Disclaimer of Damages and Limitation of Liability: To the fullest extent permitted by applicable law, ICAP shall not be responsible or liable for any direct, indirect, incidental, consequential, special, exemplary, punitive or other losses or damages (including, but not limited to, damages for loss of profits, loss of business, use, data or other intangible damages, even if such party has been advised of the possibility of such damages), under any contract, tort (including, without limitation, negligence and strict liability) or other legal theory, howsoever caused, arising out of or relating in any way to the Site, any Platform contained on the Site, and/or any Information contained on the Site, or any errors or omissions therein, or your use of, or inability to use, or reliance on, the Site, such Platform, and/or such Information. Your sole remedy for dissatisfaction with the Site, any Platform contained on the Site, and/or Information contained on the Site is to stop using the Site, such Platform, and/or such Information, as applicable. In the event that the foregoing disclaimer of liability is held to be invalid or unenforceable, you agree that the maximum cumulative aggregate liability of the ICAP Parties to you for all damages, losses, and causes of action (whether in contract, tort (including, without limitation, negligence and strict liability), or otherwise) at any time shall be the aggregate cumulative amount paid by you to ICAP at such time, if any, to access the Site.
Indemnity: You agree to indemnify, defend and hold harmless ICAP and any ICAP Parties from and against any claim, action or demand, including, without limitation, reasonable legal fees, made by any third party due to or arising out of your breach of this Agreement and/or your use of the Site IP. The fact that ICAP has made the Information, Permitted Platform(s) (as applicable), and services provided on this Site available to you constitutes neither a recommendation that you enter into a particular transaction nor a representation that any product described on this Site is suitable or appropriate for you. Many of the products described on this Site involve significant risks, and you should not enter into any transactions unless you have fully understood all such risks and have independently determined that such transactions are appropriate for you. Any discussion of the risks contained herein with respect to any product should not be considered to be a disclosure of all risks or complete discussion of the risks which are mentioned. You should neither construe any of the material contained herein as business, financial, investment, hedging, trading, legal, regulatory, tax, or accounting advice nor make this service the primary basis for any investment decisions made by or on behalf of you, your accountants, or your managed or fiduciary accountants, and you may want to consult your business, legal, tax and accounting advisors concerning any contemplated transactions.
Jurisdictional Issues: ICAP makes no representation that (i) any Platform and/or Information on the Site is appropriate or available for use in the location you are accessing it from; or (ii) that any Platform, products, instruments or services discussed on the Site are appropriate or available for use or sale in any jurisdiction. If you choose to access the Site and/or any Platform thereon from any location then you do so on your own initiative and at your own risk, and you are responsible for compliance with all applicable local laws. ICAP reserves the right to limit the availability of the Site and/or any Platform thereon to any person, geographic area or jurisdiction it desires, at any time and in its sole discretion.
Links to Other Websites: The Site may contain links to third-party internet websites or resources. These links are provided solely as a convenience to you and are not an endorsement by ICAP of the contents of such third-party websites. ICAP neither controls nor endorses any such other websites, nor has it reviewed or approved any content that appears on such other websites. You acknowledge and agree that ICAP shall not be held responsible for the legality, timeliness, accuracy, completeness or appropriateness of any information, data or other content, advertising, products, or services located on or through any other third-party websites, nor for any loss or damages caused or alleged to have been caused by your use of, inability to use, or reliance on, any such content, information or data. If you decide to access a linked website, you do so at your own risk. Moreover, you may not create a hyperlink to the Site without our prior written consent.
Termination: This Agreement, as amended by ICAP from time to time in accordance with its terms, shall remain effective unless and until terminated (in whole or in part) by ICAP. ICAP shall have the right to terminate this Agreement (in whole or in part), and/or terminate, limit or suspend your access to and use of any part of the Site, Information, and/or any Platform, at any time in its sole discretion, for any or no reason, and without the requirement of providing any notification to you.
Miscellaneous: This Agreement shall be governed by and construed in accordance with the laws of England and Wales. No failure or delay by any ICAP Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Save that any ICAP Party may enforce this Agreement in accordance with the Contracts (Rights of Third Parties) Act 1999, none of these terms shall be enforceable under that Act by a third party. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement shall not be assignable or transferable by you except with ICAP's prior written consent. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. This Agreement, together with all ICAP policies referred to herein, constitutes the entire agreement between you and ICAP relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements. ICAP provides a wholesale broking service only. Certain ICAP Parties are authorised and regulated by the Financial Conduct Authority ("FCA") or, where applicable, an equivalent regulator in a particular jurisdiction. For more information please see www.icap.com.
Contact Information: Should you have any queries or comments regarding this Agreement, please contact us at: General Counsel, EMEA and APAC, ICAP plc, 2 Broadgate, London EC2M 7UR.