Product Supplement
1. CUSIP Global Services (“CGS”)
- TermsIn the event Customer has a license agreement with CGS (“Other Agreement”) that permits broader rights than those granted below, then the terms of Customer’s Other Agreement shall govern Customer’s use of the CUSIP Database and/or any information contained therein for so long as such agreement remains in effect.
- Customer agrees and acknowledges that the proprietary rights to the CUSIP databases (“CUSIP Database”) and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, CGS and theAmerican Bankers Association (“ABA”), and that no proprietary rights are being transferred to Customer in such materials or in any of the information contained therein. Any use by customers outside of the clearing and settlement of transactions requires a license from CGS, along with an associated fee based on usage. Customer agrees that misappropriation or misuse of such materials will cause serious damage to CGS and ABA, and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, Customer agrees that in the event of any misappropriation or misuse, CGS andABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABAmay be entitled.
- Customer agrees that Customer shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. Customer further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIPdescriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER, DATABASE, INTERNET, ELECTRONIC Services and/or any other futureservices developed by CGS.
- NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE.ALL SUCH MATERIALS ARE PROVIDED TO CUSTOMER ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE,EXCEED THE FEE PAID BY CUSTOMER FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL.
- Customer agrees that the foregoing terms and conditions shall survive any termination of its right of access to the materials identified above.
2. NYFIX Acceptable Use Policy and Terms
The following provisions (“NYFIX AUP” or this “Supplement”) apply to Customer (together with its Authorized Users, the“User”) when using (a) the NYFIX Marketplace, which is the NYFIX Inc. proprietary FIX protocol community and network enabling Customer and other users to deliver or receive non-executable indications of interest and advertise trades; or (b)ULLink Inc. Managed Services (collectively, the “NYFIX Services”). ULLink Inc., NYFIX Inc., Itiviti Group AB and any applicable affiliates of such entities are collectively referred to as “NYFIX”. In the event Customer has a license agreement with NYFIX (“Other Agreement”) that permits broader rights than those granted below, then the terms of Customer’s Other Agreement shall govern Customer’s use of the NYFIX Services so long as such agreement remains in effect. The Useragrees as follows:
- Term of use: NYFIX shall have the right to terminate use of the NYFIX Services by giving 30 days written notice to terminate if the User (a) commits a breach of the attached Policy; or (b) ceases to do business, is declared insolvent or becomes subject of receivership. NYFIX shall have the right to terminate use of the NYFIX Marketplace by giving 30 days written notice to terminate if NYFIX is restricted or prohibited from performing its obligations due to laws or regulations or the rules and regulations of any exchange or venue, any self-regulatory agency, or government body having jurisdiction.
- NYFIX Marketplace: The following apply to the User’s connection to and use of the NYFIX Marketplace: (a)NYFIX shall perform certification testing for all FIX Services to allow User to participate in the marketplace. NYFIX shall not be liable for problems or delays in such certification that are attributable to User. (b) When using the NYFIX Marketplace theUser shall input and receive data. The User: (i) shall ensure that it has the right to provide and receive such data; (ii) agrees that it inputs data so that NYFIX may process and transmit User’s data through the Marketplace; (iii) agrees that NYFIX maycollect, collate and distribute aggregate statistical analyses and summarized service usage information relating to use of the Marketplace provided that such information will be anonymized, such that it shall not include any data identifying the Customer. (c) The User shall hold NYFIX harmless against all claims arising from the proper transmission and processing of the Client’s data and fully indemnify NYFIX for damages, losses, expenses, or proceedings arising therefrom.
- DISCLAIMER OF WARRANTIES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ITIVITIGROUP AB AND ITS AFFILIATES PROVIDE THE NYFIX SERVICES TO THE USER AND ITS AFFILIATES AND ANYSUPPORT SERVICES RELATED TO THE NYFIX SERVICES ("SUPPORT SERVICES") AS IS AND WITH ALL FAULTS;.ITIVITI GROUP AB AND ITS AFFILIATES HEREBY DISCLAIM WITH RESPECT TO THE SERVICES AND SUPPORT SERVICES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY AND ALL WARRANTIES OR CONDITIONS OF OR RELATED TO: TITLE, NON-INFRINGEMENT, MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES,RESULTS, LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT, QUIET ENJOYMENT, QUIET POSSESSION,AND CORRESPONDENCE TO DESCRIPTION; (B) THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES AND ANY SUPPORT SERVICES REMAINS WITH THE USER.
- EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, AND CERTAIN OTHER DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ITIVITI GROUP AB AND ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER INCLUDING: (A)DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION; (B) PERSONAL INJURY; (C) LOSS OF PRIVACY; (D) FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE); (E)NEGLIGENCE; AND (F) ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES OR THE SUPPORT SERVICES, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES EVEN IF ITIVITI GROUP AB AND ITS AFFILIATES OR RIDGELINE INC. OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- LIMITATION OF LIABILITY AND REMEDIES: NOTWITHSTANDING ANY DAMAGES THAT USER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION ALL DIRECT OR GENERAL DAMAGES),THE ENTIRE LIABILITY OF ITIVITI GROUP AB AND ITS AFFILIATES AND THE USER’S EXCLUSIVE REMEDY FOR ALL THE SERVICES OR THE SUPPORT SERVICES SHALL BE LIMITED TO U.S. $5000.
- GENERAL: THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
- GOVERNING LAW: This Supplement is governed by and must be construed under the laws of the State ofNew York. The federal and state courts of New York County, New York, have exclusive jurisdiction over and venue of anysuit that relates to this Supplement. The parties hereby waive their right to a trial by jury.
- Effectiveness of this Supplement: This Supplement shall be effective on the date of the effectiveness of the MSA to which it is attached or Order Form in which it is referenced and incorporated.© Ridgeline, Inc. 2023 15 Confidential
NYFIX Acceptable Use Policy:
Introduction:
This Acceptable Use Policy (the “Policy”) defines acceptable practices for the use of the NYFIX Services. ThisPolicy applies to all aspects of the NYFIX Services. This Policy is designed to assist in protecting the Customers, the NYFIXServices, NYFIX and the community as a whole from improper and/or illegal activity over or utilizing the NYFIX Services. Institutions where data communications are carried across networks of Internet Service Providers or via third party ApplicationServer Providers (together “Providers''), User must also conform to the applicable acceptable use policies of other Providers.By accessing the NYFIX Services, each such user of the NYFIX Services (“User”) is responsible for compliance with thisPolicy, including by any person or entity that accesses the NYFIX Services through User’s equipment, systems, networks, or other facilities.
Prohibited Uses:
Illegal Activity The NYFIX Services shall not be used for any unlawful activities or in connection with any criminal or civil violation. The NYFIX Services shall in all cases be used in compliance with applicable law and regulation. Use of the NYFIXServices in any manner, including without limitation for transmission, distribution, retrieval, or storage of any information, data or other material, in violation of any applicable law or regulation (including, where applicable, any tariff or treaty) is prohibited.
Unauthorized Access/Interference:
Users shall not attempt to gain unauthorized access to, or attempt to interfere with or compromise the normal functioning, operation or security of the NYFIX Services or other systems or networks. Users shall not use the NYFIX Services to engage in any activities that may interfere with the ability of others to access or use the NYFIXServices. Users shall not use the NYFIX Services to monitor, gather or mine any data, information or communications on any network or system without authorization. Users shall not attempt to gain unauthorized access to the user accounts or passwords of other Users.
Infringement:
Users shall not use or transmit any data or material protected by copyright, service mark, trademark, tradesecret, patent or other intellectual property right without proper authorization.
Unsolicited Commercial Email:
Users shall not use the NYFIX Services to transmit unsolicited commercial e-mail messages or deliberately send excessively large attachments to any recipient (“spamming” or “mailbombing”). Users shall not use theNYFIX Services to collect responses from mass unsolicited e-mail messages.
Spoofing/Fraud:
Users are prohibited from intentionally injecting false data into the NYFIX Services, including bad routing information (the announcing of networks owned by someone else or reserved by the Internet Assigned Numbers Authority) or incorrect DNS information. User shall not send, or attempt to send messages or transmit any electronic communications using a name or address of someone other than the User. Any attempt to fraudulently conceal, deceive, forge or otherwise falsify aUser's identity in connection with use of the NYFIX Services is prohibited.
Export Violations:
User shall not violate any export regulations.
Responsibilities of Users:
Security and Content:
Users are solely responsible for maintaining the security of its networks, software, programs, products,services, equipment and applications. Users shall be solely responsible for any information or material they maintain, transmit,post, distribute, or otherwise make available on, through, using or in connection with the NYFIX Services and for any actions they take based upon any information or material that they receive from the NYFIX Services.
Disclaimer:
Users acknowledge that the NYFIX Services are provided in conjunction with or enable access to underlying third party data or market information providers or sources such as exchanges or liquidity pools, third party connectivity providers,third party software (collectively or individually “Third Party Service Providers”). NYFIX Inc. and / or ULLink Inc., their affiliates and licensors shall be neither responsible nor liable for any disputes or claims, including without limitation in breach of contract, tort (including negligence), misrepresentation or breach of statutory duty, that relate to products or services provided by Third Party Service Providers.
Governing Law:
This Policy is governed by and must be construed under the laws of the State of New York. The federal and state courts of New York County, New York, have exclusive jurisdiction over and venue of any suit that relates to this Policy.The parties hereby waive their right to a trial by jury.