Volarma - Terms of Service

Terms of Service

1. Definitions

  1. The term “Affiliate” means, with respect to an entity, another entity that controls, is controlled by, or is under common control with it, where control means the direct or indirect power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities (or other ownership interest), by contract or otherwise.
  2. The term “Authorised User” means an individual user (an individual natural Person) uniquely identified (by user ID and confidential password or other unambiguous method reasonably acceptable to Firm)
  3. The “Data” will consist of the following:
    1. A real-time data feed during New York Stock Exchange (NYSE) trading hours of (i) certain index values, and (ii) certain derived (or calculated) data made available by Firm. See the separate description provided by Firm for a listing of the indices and derived calculations that are included in Data. Data is “current” at any point in time if Data was first disseminated by Firm within the immediately preceding 15 minutes. Data is disseminated at a set frequency.
    2. The term “End-of-Day”, as used with respect to Data, means daily values of the indices included in Data determined as of the daily market close, as determined by the provider to Firm of the values of such index. Data becomes “historical” at the opening of NYSE trading hours on the following trading day.
  4. The term “Fee Schedule” means Firm’s Fee Schedule as in effect from time to time. Firm’s Fee Schedule as in effect on the date of this Agreement is attached hereto as Exhibit B.
  5. The term “Person” means a firm, corporation, limited liability company, partnership, trust or other form of entity or association, as well as an individual natural person
  6. The term “System”, “Application”, or “App” means Firm’s proprietary web application which provides raw Data as provided by Firm’s provider of Data, calculated Data, and research and analytics tools.

2. Grant of Rights to Customer

  1. Subject to the terms of this Agreement, Firm hereby grants to Customer a limited, non-exclusive, worldwide, non-sublicensable and non-transferable (except in compliance with Section 13) license permitting Customer and its Affiliates, during the term of this Agreement, to receive and store Data, and to use Data for their internal business purposes. Firm also grants the Customer the use of the System during the term of this Agreement. This Agreement does not prohibit Customer from furnishing, and permitting its Affiliates to furnish, specific items of Data directly relating to particular transactions or situations occurring in the normal conduct of such Person’s business, to Persons other than such Person’s employees. Customer accepts the terms and conditions of this Agreement on behalf of its Affiliates, accepts full responsibility for performance by its Affiliates of the obligations of Customer under this Agreement, and shall cause its Affiliates to comply with the terms and conditions of this Agreement applicable to Customer.
  2. Customer may only receive Data directly from Firm. If Customer desires to access Data directly from Firm, Customer must arrange with Firm for a telecommunications link permitted under this Agreement (see Exhibit A for all the possible links).

3. Protection of Data

  1. Customer agrees to use commercially reasonable efforts to prevent any Person from obtaining Data through the equipment or facilities of Customer and its Affiliates, except as authorised hereunder or under another agreement between Customer and Firm.

4. Warranty; Disclaimers

  1. Firm represents and warrants that Firm has all rights, authorisations or licenses from the providers of Data to provide Data to Customer.
  2. Data is provided “as is” and 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 Firm nor any provider of Data to Firm, 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 Data or for any cessation, discontinuance, failure, delay, malfunction, suspension, interruption, or termination of, or with respect to, the provision of Data.
  3. Firm’s derived Data is calculated per the Customer’s or its Affiliates’ own input settings to the System. Firm is not responsible for any action taken or not taken by the Customer or its Affiliates based on the derived Data (as outputted by the System or otherwise made available to the Customer).
  4. The derived Data may not be considered investment or financial advice to the Customer and its Affiliates as the nature of the derived Data is based on Customer’s or its Affiliates’ own input to the System and its customisation with no control from Firm. At no point shall Firm provide guidance or recommendations with regard to a specific investment activity to the Customer or its Affiliates. Firm’s guidance shall be limited to the use of the System.

5. Proprietary Rights

  1. Each element of Data is and shall remain the property of Firm or the provider of such Data to Firm, and neither Firm nor any such provider shall be deemed to have waived any of its proprietary interests in any Data as a result of the furnishing of the same to Customer by Firm or the permission granted to the Customer to furnish the same to any other Person. The Customer shall make no distribution of any Data. Firm expressly reserves the right to disseminate Data to other Persons.
  2. Customer acknowledges and agrees that disclosure of any Data in breach of this Agreement, or any breach of any other covenants or agreements contained herein, would cause irreparable injury to Firm for which money damages would be an inadequate remedy. Accordingly, Customer further acknowledges and agrees that Firm shall be entitled to specific performance and injunctive and other equitable relief from the breach or threatened breach of any provision, requirement or covenant of this Agreement (including, without limitation, any disclosure or threatened disclosure of Data) in addition to and not in limitation of any other legal or equitable remedies which may be available.

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