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ARGUS SPOT TICKER SERVICES (REAL TIME AND DELAYED ACCESS) AND ARGUS SPOT TICKER BENCHMARK DATA SERVICE

ARGUS MEDIA, INC. SERVICE USER AGREEMENT: By accessing the Services you are confirming that you accept on behalf of your Company, the terms of this Service User Agreement. If you or the Company do not wish to be bound by, or if you do not have authority to enter into this Service User Agreement on behalf of your Company, you must not proceed, access, or use the Services.

Terms and Conditions

1. SERVICE USER AGREEMENT BETWEEN ARGUS AND YOUR COMPANY

1.1 Argus Media, Inc. is a Delaware corporation headquartered at 2929 Allen Parkway, Suite 700 Houston, Texas 77019 (“Argus”). “Argus Spot Ticker” is a secure online data and information platform accessible through Argus’ website www.argusmedia.com/ArgusSpotTicker (or such other address as Argus may use from time to time) on which certain data and information belonging to Argus (“Argus Data”) and certain data and information belonging to the Chicago Mercantile Exchange Inc (“CME”) (“CME Data” together with Argus Data, the “Argus Spot Ticker Data”) supplied to Argus directly, or indirectly via a “Third Party Supplier”, is made available to you under the terms of this Service User Agreement (as defined below) (the “Argus Spot Ticker Services”).

1.2 Argus may also make available under this Service User Agreement all or part of the Argus Data to you through a delivered data service (the “Argus Spot Ticker Benchmark Data Service”, and together with the Argus Spot Ticker Services, the “Services”). For the avoidance of doubt, unless expressly set out in this Service User Agreement, all references to “Services” shall include without limitation the Argus Spot Ticker Services and the Argus Spot Ticker Benchmark Data Service.

1.3 The company which you are employed by or are otherwise authorised to act by (the "Company") has nominated you and/or other named individuals employed by the Company (each an "Authorised User"), to access all or part of the Services as specified in a “Confirmation of Subscription” issued to you or as otherwise set out in writing by Argus to you from time to time. Unless you have agreed with Argus to receive the Argus Spot Ticker Services on a real time basis (“Real Time Access”) or if you have terminated Real Time Access pursuant to clause 7.3, the Argus Spot Ticker Services shall be provided on a delayed basis, (“Delayed Access”). Your Confirmation of Subscription will specify which type of access you have to the Argus Spot Ticker Services.

1.4 Access to and use of the Services is granted by Argus on, and subject to, the terms and conditions set out in this “Service User Agreement” which comprises: (a) these “Terms and Conditions” which apply in respect of all Services; (b) the CME Subscription Agreement referred to herein as the “MDLA” at Annex I (in respect of Real Time Access to Argus Spot Ticker Data); and (c) the “Argus Spot Ticker Benchmark Data Service Terms” at Annex II (in respect of access to Argus Data via the Argus Spot Ticker Benchmark Data Service). This Service User Agreement becomes fully effective and binding on issuance to you by Argus of an allocated personal username and password (“Access Details”).

1.5 You personally warrant and represent that you have all necessary authority to enter into and to perform your obligations under this Service User Agreement and to access and use the Services at all times strictly on behalf of the Company. You undertake on behalf of yourself and the Company that you and the Company will observe and comply with this Service User Agreement. Please print and retain a copy of this Service User Agreement for future reference. All further references to “you” are references to you acting for and on behalf of your Company.

1.6 For the purposes of this Service User Agreement, where there is any conflict or inconsistency between these Terms and Conditions and the MDLA (where applicable), the MDLA will prevail. Argus reserves the right to revise and amend the Service User Agreement on reasonable notice. By continuing to access or use any part of the Services after Argus has provided you with such notice, you are indicating that you and the Company agree to be bound by the modified Service User Agreement.

2. TRIAL

2.1 Argus may, in its sole discretion, grant first time Authorised Users a personal, non-exclusive, non-transferable, non-assignable, limited, free-of-charge licence to use and access all or part of the Argus Spot Ticker Services (but excluding Real Time Access) on a trial basis strictly for the purposes of internal evaluation of the Argus Spot Ticker Services (excluding Real Time Access) (“Trial”). Argus reserves the right, in its absolute discretion, to determine Trial eligibility and duration and may shorten, suspend or terminate the Trial at any time without notice. By participating in the Trial, you agree to comply with this Service User Agreement, and the terms of this Service User Agreement shall apply during the Trial except clauses 5 (Licence Fees) and 6 (Term) shall not apply, and the limited rights in this clause 2.1 shall replace the rights otherwise granted in clause 3.1. Your access to the Services shall automatically continue on expiry of the Trial if you have purchased a Services subscription and received a Confirmation of Subscription prior to the Trial expiry.


3. USE OF THE SERVICES

3.1 Subject to the terms of this Service User Agreement, Argus grants to you a personal, non-exclusive, non-transferable, non-assignable right to use and access the relevant Services during the Subscription Period (as defined below) for the limited purpose of your own internal business activities (provided always that “internal business activities” shall exclude use by the Company’s subsidiaries and affiliates and anyone other than an Authorised User) and only at the offices and locations and on the Devices (as applicable) specified in your Confirmation of Subscription or otherwise agreed with Argus in writing from time-to-time. The term “for the limited purpose of your own internal business activities” as used in the immediately preceding sentence herein, means (A) in respect of the Argus Spot Ticker Services, (a) for your trading, for your own account or for the account of the Company’s customers (b) linking swaps or physical contracts to, or calculating one or more prices on, Argus Data or a price formula consisting of Argus Data; (c) evaluating, for your own internal business decisions or (d) occasionally discussing with the Company’s customers, by telephone communication only and not entailing the use of computerized voice synthesization or any other technology, movements or trends in markets for derivative instruments provided always such disclosure is (i) strictly limited to a necessary and de minimis amount of Argus Spot Ticker Data (but excluding OTC CME Market Data as defined in the MDLA) and (ii) strictly related to the trading activity of the Company or any such recipients and (iii) all such recipients are advised by you that such information is proprietary and confidential and not to be disclosed or disseminated to other persons or entities; and (B) in respect of the Argus Spot Ticker Benchmark Data Service (if applicable) for the purposes set out in Annex II.

3.2 You undertake not to, nor allow a third party to:

3.2.1 merge any part of the Argus Spot Ticker Data/Services with other data or information, alter, modify or manipulate any part of the Argus Spot Ticker Data/Services or incorporate any part of the Argus Spot Ticker Data/Services into any publication, document, index, formula or other materials (in any media) or otherwise create any derivative works; or

3.2.2 create a searchable archive or other information retrieval system using the Argus Spot Ticker Data/Services; or

3.2.3 reproduce, publish, copy, circulate, distribute, transmit, make available, enter into any computer or computer network or procure or permit the same of any or any part of the Argus Spot Ticker Data/Services including single prices, charts, assessments, or any information which is identifiable as being part of, or deriving from, the Argus Spot Ticker Data/Services a (whether directly or indirectly), whether inside or outside the Company’s organisation;

3.2.4 use the Argus Spot Ticker Data/Services for any illegal purposes;

3.2.5 communicate or otherwise furnish, or permit to be communicated or otherwise furnished, the Argus Spot Ticker Data/Services, in any format, to any other party or any office or location other than that designated above, nor allow any other party to take, directly or indirectly, any of the Argus Spot Ticker Data/Services from such offices or locations, and will adopt and enforce any policy that is reasonable to prevent the Argus Spot Ticker Data/Services from being taken therefrom; or

3.2.6 without limiting or varying your obligations under clause 7 of the MDLA (in respect of Real Time Access) or otherwise set forth herein, not to use or permit another person to use any Argus Spot Ticker Data/Services for the purposes of determining or arriving at any price, including any settlement prices, for derivatives contracts, options on derivatives contracts, or like derivatives instruments traded on any exchange other than CME. You will abide by any other limitations on your use of CME Data that CME may specify from time to time.

3.3 Save as expressly set out herein, you acknowledge and agree that any use, disclosure and/or distribution by you of all or any of the Argus Spot Ticker Data/Services is not permitted under this Service User Agreement (including without limitation the creation and/or calculation of indices or derived works) and may require execution of a further agreement with Argus (at Argus’ sole discretion) and/or CME, and the payment of additional fees.

3.4 You shall on written demand indemnify and keep Argus, and, where applicable, CME, its licensors, and/or Third Party Suppliers, fully indemnified from and against any loss, damage (including statutory damages), claims, costs and expenses (including legal and other professional costs and expenses), and liabilities suffered or incurred by Argus, CME, its licensors, and/or Third Party Suppliers arising out of or in connection with any unauthorised use or redistribution of any of the Argus Spot Ticker Data/Services.

4. ACCESS TO THE SERVICES

4.1 You shall immediately notify Argus on suspecting that Access Details have become known to any third party. Argus may suspend, invalidate or terminate any Access Details where it has reason to suspect Access Details have become known to any third party.

4.2 You shall not access the Services in any manner that could damage, disable, overburden, or impair any Argus server or its connected network(s), or interfere with any other party's use of the Services. You shall not attempt to gain unauthorised access to any services, other accounts, computer systems or networks connected to any Argus server or server operated for Argus.

4.3 You agree that Argus retains full editorial control over the Argus Spot Ticker Data/Services and Argus may, in its sole discretion or at the discretion of CME and/or Third Party Suppliers, at any time change the format, names, content, frequency of distribution, transmission method, speed or signal characteristics or discontinue the provision of any or all of the Argus Spot Ticker Data/Services.

5. LICENCE FEES

5.1 Argus shall be entitled to submit an invoice for the licence fee for a Subscription Period (or any Renewal thereof) (both as defined below), as applicable on issuance of a Confirmation of Subscription in relation to any Renewal (as defined below) if the Access Details remain the same (the “Licence Fees”). The Company shall pay the Licence Fees in full without deduction or set-off within thirty (30) days of receipt of an invoice from Argus in respect of the same. Licence Fees are not refundable in whole or in part other than as expressly set out at clauses 7.2 and 7.3.

5.2 Argus shall be entitled to increase the Licence Fees with effect from the beginning of any Renewal (as defined below). In addition, Argus shall be entitled to increase the Licence Fees for Real Time Access to the Argus Spot Ticker Services at any time during the Subscription Period and shall be entitled to invoice such increase upon the date of the increase.

5.3 You shall pay/procure payment of the Licence Fees to Argus into any bank account and by any method of payment that Argus shall reasonably request. Without prejudice to any other remedy that may be available to Argus, Argus shall be entitled to charge interest of 2% above the Prime Rate as published in the Wall Street Journal in force at the relevant time in respect of any overdue payment.

5.4 From time to time Argus may (at its sole discretion) offer discounts, which are subject to alteration and withdrawal from the beginning of any Renewal. You understand that the Licence Fees may include a discount and any increase to the Licence Fees will not automatically lead to a discount or further discount (as the case may be).

6. TERM

6.1 The term of this Service User Agreement shall commence upon the date set out in your Confirmation of Subscription and shall continue thereafter for a period of twelve (12) months (the “Subscription Period”) unless terminated by either party in accordance with the terms of this Service User Agreement. 

6.2 Upon expiry of the Subscription Period, the terms of this Service Agreement shall automatically terminate and you shall not be entitled to receive any Services. In the event that you wish to, and Argus consents to, renew your subscription for a further period of twelve (12) months, the terms of this Service User Agreement (as amended from time to time) shall govern your access to such Services during that period (a “Renewal”) and by accessing any part of the Services during such Renewal, you and the Company agree to be bound by this Service User Agreement (as amended from time to time).

7. TERMINATION AND SUSPENSION

7.1 Without prejudice to its other rights, Argus may suspend or terminate (at Argus’ sole discretion) access to some or all of the Services immediately on written notice if: (i) you, the Company and/or any Authorised Users are in breach of any of the terms of this Service User Agreement or any other agreement between Argus and the Company, and have not remedied such breach (if capable of remedy) within fourteen (14) days of written notice from Argus detailing such breach; (ii) you cease to be an Authorised User (including where you cease to be an employee of or otherwise authorised to act by the Company); (iii) any agreement between Argus and CME, and/or Third Party Suppliers, is suspended or terminated for any reason; (iv) CME and/or Third Party Suppliers cease supplying CME Data to Argus for any reason; (v) CME and/or Third Party Suppliers request that Argus cease or suspend supplying all or part of the Services to any Authorised User for any reason; (vi) there is an order or a resolution passed for the liquidation, administration, dissolution or winding up of the Company; or (vii) there is a change of Control of the Company where “Control” means the power of a person to secure that the Company’s affairs are conducted in accordance with the wishes of that person.

7.2 You may terminate this Service User Agreement on 90 days’ prior written notice to Argus, in which case you shall be entitled to a pro-rata refund of the pre-paid Licence Fees for each complete calendar month of the Subscription Period remaining following the date of termination of this Service User Agreement by you under this clause.

7.3 You may terminate Real Time Access to the Argus Spot Ticker Services upon prior written notice as set out at clause 10.1 of the MDLA. Pre-paid Licence Fees in respect of Real Time Access shall be refunded to you by Argus on a pro-rata refund basis for each complete calendar month of the Subscription Period remaining following the date of termination by you under this clause. For the avoidance of doubt, termination by you of Real Time Access under any term of this Service User Agreement shall not terminate your access to the Argus Spot Ticker Services which shall continue as Delayed Access and the terms of this Service User Agreement shall apply.

7.4 On suspension, termination or expiry of this Service User Agreement (a) Argus shall have no obligation to supply, and you shall have no right to receive, use or have access to, and shall discontinue any use of, any of the Services and shall delete any and all data received, including without limitation any stored historical data; and (b) clauses 1, 3, 4.1, 5.3, 6.2, 7.4, 7.5, 8, 9, 10.5, 10.6, 10.7, 11.1, 12, 13 and 14, and Annexes I and II shall survive termination.

7.5 Termination or suspension of this Service User Agreement by Argus shall not in any manner affect any liability or obligation of a continuing nature you have under this Service User Agreement.

8. AUDITING AND MONITORING

8.1 The Company shall at all times during the Subscription Period (and for a period of three (3) years thereafter) maintain and procure full, accurate and up-to-date information, reports and/or records (including data in electronic format) with respect to the receipt, access and use of the Services. The Company shall permit or procure permission for Argus, its agents or authorised representatives, CME (and its agents or authorised representatives) and/or Argus Third Party Suppliers: (i) to audit, review and take copies of such records; (ii) to audit the manner of access to and use of the Services; (iii) to inspect and have access to any premises, to the computer equipment located there and any networks at or on which records are kept or the Services are being stored or used; and (iv) to engage with any personnel involved in the use of or access to the Services, in order to confirm that the restrictions on use and access have been observed and generally, for the purposes of ensuring that you, the Company and other Authorised Users are complying with the terms of this Service User Agreement.

8.2 Argus shall use reasonable endeavours to provide advance notice to the Company of such inspections, which shall take place at reasonable times. Except where the Company or Authorised User is (or Argus has reasonable grounds to suspect is) in breach of any obligation under this Service User Agreement, Argus’ right to audit the Company pursuant to this clause may only be exercised once annually. You acknowledge and agree that CME and/or Third Party Suppliers may audit the Company at any time without notice and more than once annually.

8.3 You agree that the Company shall be liable for any discrepancy arising out of the audit, together with the reasonable costs of any audit that reveals a discrepancy of five percent (5%) or more of the Licence Fees properly due.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 For the purposes of this Service User Agreement, “intellectual property rights” means copyrights and related rights (including rights in software), moral rights, trademarks and service marks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

9.2 All intellectual property rights in the Services (including without limitation the Argus Spot Ticker and all content) (other than the CME Data), and in the “ARGUS” name/logo (and other ARGUS trademarks) which are included within the Services are and shall remain the exclusive property of Argus. All intellectual property rights in the CME Data and the name “Chicago Mercantile Exchange Inc” and “CME” are and shall remain the exclusive property of CME and/or its licensors, and Third Party Suppliers (as applicable).

9.3 You shall not delete, amend, deface or otherwise obscure any copyright, trademark or other notices displayed on the Argus Spot Ticker or any part of the Services.

9.4 Save as expressly set out in clauses 2.1 and 3.1, nothing in this Service User Agreement shall be construed as granting, assigning, creating or transferring to you any right, title or interest in or to the Services (including for the avoidance of doubt the Argus Spot Ticker).

10. DISCLAIMERS AND LIMITATION OF LIABILITY

10.1 You acknowledge that Argus compiles its data (including without limitation the Argus Data) from numerous sources, some of which are third parties outside its control, and as such Argus gives no warranty, representation or other guarantee that the Argus Spot Ticker Data/Services are in sequence, accurate, up-to-date or complete, or that the Argus Spot Ticker Data/Services are without defect or error.

10.2 You acknowledge and agree that Argus shall not be liable in any way for any inaccuracies, errors or omissions contained in the Argus Spot Ticker Data/Services whether or not you or any other person relied on the Argus Spot Ticker Data/ Services, or any information, statements of fact or expressions of opinion contained therein; and whether or not the Argus Spot Ticker Data/Services and any means of delivering it contained any defect or error.

10.3 Argus does not guarantee the availability of the Argus Spot Ticker Data/Services or that any aspect of the Argus Spot Ticker Data/Services will operate without fault or delay. You acknowledge and agree that Argus shall not be liable where the Argus Spot Ticker Data/Services (or any part of them) are unavailable for any reason.

10.4 SAVE AS EXPRESSLY SET OUT IN THIS SERVICE USER AGREEMENT AND TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ARGUS, CME AND THE THIRD PARTY SUPPLIERS HEREBY EXCLUDE ALL WARRANTIES, REPRESENTATIONS, TERMS AND CONDITIONS THAT MIGHT BE IMPLIED OR OTHERWISE INCORPORATED INTO THIS SERVICE USER AGREEMENT WHETHER BY STATUTE, COMMON LAW OR OTHERWISE INCLUDING ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS AS TO SATISFACTORY QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OF THE ARGUS SPOT TICKER DATA OR ANY SERVICE PROVIDED BY ARGUS UNDER OR IN CONNECTION WITH THIS SERVICE USER AGREEMENT.

10.5 SUBJECT TO CLAUSE 10.7, THE TOTAL AGGREGATE LIABILITY OF ARGUS, ITS SUB-CONTRACTORS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR ANY OF THE ARGUS GROUP (AS DEFINED BELOW) THEIR EMPLOYEES, SUB-CONTRACTORS AND AGENTS, TO THE COMPANY, ANY AUTHORISED USERS (INCLUDING YOU) OR ANY OTHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS SERVICE USER AGREEMENT WHETHER THE ACTION IS GROUNDED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR IN ANY OTHER LAW, AND WHETHER COMMON LAW OR STATUTE, WILL IN NO EVENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY THE COMPANY TO ARGUS UNDER THIS SERVICE USER AGREEMENT DURING THE CALENDAR YEAR IN WHICH THE CLAIM AROSE. THE TOTAL AGGREGATE LIABILITY OF CME, ITS AFFILIATES, DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES AND AGENTS SHALL NOT EXCEED THE ACTUAL AMOUNT OF THE LOSS OR DAMAGE, OR THE SUM OF FIFTY DOLLARS ($50), WHICHEVER IS LESS.

10.6 SUBJECT TO CLAUSE 10.7, ARGUS, CME AND THE THIRD PARTY SUPPLIERS SHALL NOT IN ANY CIRCUMSTANCES BE LIABLE WHETHER IN CONTRACT, TORT (INCLUDING FOR NEGLIGENCE AND BREACH OF STATUTORY DUTY HOWSOEVER ARISING), MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION OR OTHERWISE, FOR: (A) ANY LOSS (WHETHER DIRECT OR INDIRECT) OF PROFITS, BUSINESS, BUSINESS OPPORTUNITIES, REVENUE, TURNOVER, REPUTATION OR GOODWILL; (B) ANY LOSS OR CORRUPTION (WHETHER DIRECT OR INDIRECT) OF DATA OR INFORMATION; (C) LOSS (WHETHER DIRECT OR INDIRECT) OF ANTICIPATED SAVINGS OR WASTED EXPENDITURE (INCLUDING MANAGEMENT TIME); OR (D) ANY LOSS OR LIABILITY (WHETHER DIRECT OR INDIRECT) UNDER OR IN RELATION TO ANY OTHER CONTRACT, IN ALL CASES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

10.7 Nothing in this Service User Agreement shall be construed as limiting the liability of any party for death or personal injury caused by that party’s negligence or for fraud.

11. PERSONAL DATA

11.1 You agree that Argus may use any personal data (as defined in the Data Protection Act 1998 as updated and in force from time to time) it receives from you under this Service User Agreement in accordance with Argus’ Privacy Policy (available at www.argusmedia.com/Ft/Privacy-Policy), which may include from time to time: (a) use of personal data to the extent necessary to enable Argus to perform its obligations, or exercise, protect or enforce its rights, under this Service User Agreement; (b) disclosure and/or transfer of personal data to any of Argus’ subsidiaries and holding companies (and subsidiaries of those holding companies) (the “Argus Group”), CME, and any of Argus’ Third Party Suppliers, including such companies that are located outside the European Economic Area, to enable the Argus Group, CME and/or Third Party Suppliers to exercise, protect or enforce their rights in respect of the Services, including without limitation to maintain a central database of customers; and (c) use of personal data to offer you and the Company additional products or services of any companies within the Argus Group.

11.2 You shall provide all necessary consents to the transfer and use of your personal data in accordance with this Service User Agreement.

12. CONFIDENTIALITY

12.1 You shall keep confidential and not disclose or procure or permit the disclosure of any part of the Services (including for the avoidance of doubt Argus Data and CME Data), the terms of this Service User Agreement, your Confirmation of Subscription and your Access Details.

13. NOTICES

13.1 Any notice or other communication given or required under this Service User Agreement shall be in writing and sent by email, in the case of notices to Argus to argusspotticker@argusmedia.com and in the case of a notice to the Company to the email address set out in the Confirmation of Subscription, or in respect of either party, such other address as notified by either party to the other from time to time. Notice shall be deemed served immediately on sending.

14. GENERAL CONDITIONS

14.1 This Service User Agreement constitutes the entire agreement between the parties in relation to the Services, and supersedes any previous related agreement, representation, statement or understanding (whether oral, written, express or implied), between the parties.

14.2 Each party acknowledges and agrees that in entering into this Service User Agreement, it does not rely on, has not relied on, and, subject to clause 10.5, shall have no remedy in respect of, any statement, representation, warranty or other provision (in any case whether oral or written, express or implied and whether negligently or innocently made) of any person (whether a party to this Agreement or not) which is not expressly set out in this Service User Agreement.

14.3 If any provision of this Service User Agreement is to any extent invalid or unenforceable, that will not affect the validity or enforceability of the remainder of that or any other provision in this Service User Agreement.

14.4 A failure to, or delay in, the exercise of any right, remedy or power (or any part thereof) under this Service User Agreement shall not constitute a waiver of the same nor prevent any further exercise of it.

14.5 In addition to any other rights or remedies that Argus may have, you agree that Argus shall be entitled without proof of special damage to the remedies of injunction, specific performance or other equitable relief for any actual or threatened breach of the provisions of this Service User Agreement.

14.6 This Service User Agreement is personal to you and may not be assigned.

14.7 This Service User Agreement does not create any right or benefit enforceable by any third party save that CME and/or Third Party Suppliers may enforce the applicable terms of this Service User Agreement.

14.8 This Service User Agreement is governed by the laws of the State of New York and the parties agree to submit to the exclusive jurisdiction of the federal and state courts located in New York, New York; provided however that clause 13.1 of the MDLA shall apply in respect of any action arising out of or in respect of CME Data.



ANNEX I- REAL TIME ACCESS TO ARGUS SPOT TICKER DATA
CME MARKET DATA SUBSCRIPTION AGREEMENT


This CME Market Data Subscription Agreement (“MDLA”) is incorporated into the Service User Agreement between Argus and you (“you” or “Subscriber” in this MDLA). Unless otherwise stated, definitions used herein are as set out in the Terms and Conditions above.

1. Definitions
"Device" means any unit of equipment, fixed or portable, that receives, accesses or displays CME Market Data in visible, audible or other comprehensible form. "Force Majeure Event" means any flood, extraordinary weather conditions, earthquake or other act of God, fire, war, terrorism, insurrection, riot, labor dispute, accident, action of government, communications or power failures, or equipment or software malfunctions. "Person" means any natural person, proprietorship, corporation, partnership, limited liability company or other organization. "CME Market Data" means information and data pertaining to listed and over the counter derivatives contracts (including without limitations swaps and futures) and options contracts or similar derivative instruments as well as index data and analytics data. CME Market Data may include, without limitation, opening and closing prices, high-low prices, settlement prices, current bid and ask prices, open interest information, last sale prices, price limits, requests for quotations, fixing prices, data curves, estimated and actual volume data, contract specifications and fast or late messages. With respect to Subscriber’s obligations under the MDLA, CME Market Data also includes information, data and materials that convey information to Subscriber substantially equivalent to CME Market Data. For the avoidance of doubt CME Market Data shall not include or otherwise incorporate any of the Argus Data as defined in the Terms and Conditions. “OTC CME Market Data” means CME Market Data relating to over the counter derivatives contracts.

2. Proprietary Rights In The CME Market Data
2.1 Subscriber acknowledges and agrees that Chicago Mercantile Exchange Inc. and its affiliates (“CME”) have exclusive and valuable property rights in and to the CME Market Data (or in the case of third party content providers who are licensing data through CME, such third party content provider has exclusive and valuable property rights), that such CME Market Data constitute valuable confidential information, trade secrets and/or proprietary rights of the CME, not within the public domain, that such CME Market Data shall remain valuable confidential information, trade secrets and/or proprietary rights of the CME and that, but for the MDLA, Subscriber would have no rights or access to such CME Market Data.

2.2 Subscriber acknowledges and agrees that disclosure of any CME Market Data, or any breach or threatened breach of any other covenants or agreements contained herein, would cause irreparable injury to CME for which money damages would be an inadequate remedy. Accordingly, Subscriber further acknowledges and agrees that the CME 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 the MDLA (including, without limitation, any disclosure or threatened disclosure of CME Market Data) in addition to and not in limitation of any other legal or equitable remedies which may be available.


3. Receipt Of CME Market Data By Subscriber
3.1 The MDLA sets forth the terms and conditions under which Subscriber may use the CME Market Data. Subscriber acknowledges that, notwithstanding any agreement, CME or Argus may, in its discretion, discontinue disseminating CME Market Data or change or eliminate its own transmission method, speed or signal characteristics. In addition, Subscriber acknowledges and agrees that Argus or CME reserve the right to disapprove any Subscriber and to terminate any Subscriber’s receipt of CME Market Data for any reason or no reason.

3.2(i) Except as provided in section 3.2 (iii) below, Subscriber will use CME Market Data only for its own internal business activities (internal business activities shall exclude subsidiaries and affiliates) and only at the offices and locations and on the Devices designated by Subscriber in writing to Argus and CME from time-to-time (as set out in the Confirmation of Subscription or as otherwise agreed in writing between Subscriber and Argus from time to time). (The term “for its own internal business activities,” as used in the immediately preceding sentence herein, means for Subscriber’s (a) trading, for its own account or for the account of its customers (b) evaluating, for its own internal business decisions or (c) provision of advice to its customers on movements or trends in markets for derivative instruments, subject to all of the limitations set forth below in this sub-section as to the telephonic disclosure to customers of a necessary and de minimis number of segments of CME Market Data.)

(ii) Subscriber agrees that it will not communicate or otherwise furnish, or permit to be communicated or otherwise furnished, the CME Market Data, in any format, to any other party or any office or location other than that designated above, nor allow any other party to take, directly or indirectly, any of the CME Market Data from such offices or locations, and will adopt and enforce any policy that is reasonable to prevent the CME Market Data from being taken therefrom. Subscriber specifically agrees, without limiting or varying its obligations under section 7 herein or otherwise set forth in the MDLA, that Subscriber shall not use or permit another person to use any CME Market Data for the purposes of (a) creating derived data products based upon or derived from the CME Market Data, (b) determining or arriving at any price, including any settlement prices, for derivatives contracts, options on derivatives contracts, or like derivatives instruments traded on any exchange other than the CME and (c) for any other derived works that will be disseminated, published or otherwise used externally. Subscriber will abide by any other limitations on such use that any of the CME may specify from time to time. Subscriber will use its best efforts to ensure that its partners, officers, directors, employees and agents maintain sole control and physical possession of, and sole access to, CME Market Data received through Devices in Subscriber's possession.

(iii) Notwithstanding sections 3.2 (i) and (ii) above, Subscriber may, in the regular course of its business, occasionally furnish, to each of its customers and branch offices, in a quantity restricted to that necessary to enable Subscriber to conduct its business, a de minimis number of segments of CME Market Data, provided that such CME Market Data does not include any OTC CME Market Data. Such redissemination must be strictly limited to telephonic communications not entailing the use of computerized voice synthesization or any other technology and must be strictly related to the trading activity of Subscriber or any such recipients. Any such recipients must be advised by Subscriber that such segments are proprietary and confidential information not to be disclosed or disseminated to other persons or entities. Subscriber agrees to make all reasonable efforts to ensure that such recipients abide by the provisions of the Agreement.

(iv) Subscriber will use its best efforts to ensure that no unauthorized dissemination of the CME Market Data is permitted.

4. Reporting
Subscriber agrees to furnish promptly to Argus, CME and their respective affiliates or agents, any information or reports that may be requested or required by Argus or CME from time to time, which are reasonably related to Subscriber’s receipt of CME Market Data.

5. Right Of Inspection And Audit
5.1 During regular business hours, any Persons designated by Argus or CME may have access to Subscriber's offices or locations in order to observe the use made of the CME Market Data and to examine and inspect any Devices, attachments or apparatuses, as well as any books and records required to be maintained by Subscriber under Sections 3.2 and 4 in connection with its receipt and use of CME Market Data.

5.2 Subscriber will make prompt adjustment (including interest thereon at the rate of 1½% per month), to compensate Argus and CME if the audit discovers an under-reported use of the CME Market Data by Subscriber. In addition, at the election of any such CME, Subscriber will be liable for the reasonable costs of any audit that reveals a discrepancy in CME’s favor of five percent (5%) or more of the amount of fees actually due to CME.

5.3 Subscriber shall maintain the records and books upon which it bases its reporting for three (3) years following the period to which the records relate. In the event that Subscriber fails to retain such records and books as required above, Subscriber agrees to pay CME the reasonable estimate of any discrepancy discovered pursuant to any such audit.

6. CME Market Data Fees
Subscriber will pay Argus for the right to receive CME Market Data in accordance with the then-current fee schedule. CME Market Data fees are subject to modification by Argus at any time, without prior notice to Subscriber.

7. Covenants, Representations and Warranties Of Subscriber
7.1 Subscriber covenants, represents and warrants that it is not engaged in the business of distributing CME Market Data and that, to its knowledge after reasonable inquiry, it is receiving the CME Market Data as authorized hereunder.

7.2 Subscriber agrees that it will not use or permit any other Person to use CME Market Data for any illegal purpose.

7.3 Subscriber agrees that it will not use CME Market Data in any way to compete with CME, nor use the CME Market Data in any way so as to assist or allow a third party to compete with CME.

7.4 Subscriber agrees that the provision of CME Market Data hereunder is conditioned upon Subscriber's strict compliance with the terms of the Agreement and that Argus or CME may, with or without notice and with or without cause, forthwith discontinue said service whenever in its judgment there has been any default or breach by Subscriber of the provisions hereof.

7.5 Subscriber further represents and warrants that (i) it has all necessary power and authority to execute and perform the Agreement; (ii) the Agreement is legal, valid, binding and enforceable against Subscriber; (iii) neither the execution of, nor performance under, the Agreement by Subscriber violates or will violate any law, rule, regulation or order, or any agreement, document or instrument, binding on or applicable to Subscriber or CME; and (iv) its access to and use of the CME Market Data will be in accordance with all applicable federal, state, and local laws, regulations, and treaties.


8. Disclaimer of Warranties
CME MARKET DATA IS PROVIDED, AND SUBSCRIBER AGREES THAT THE CME MARKET DATA IS PROVIDED, ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. SUBSCRIBER AGREES THAT: ARGUS AND ITS AFFILIATES; EXCHANGE AND ITS AFFILIATES; AND ANY OF THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, AND ANY LICENSOR TO EXCHANGE, DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CME MARKET DATA OR THE TRANSMISSION, TIMELINESS, ACCURACY OR COMPLETENESS THEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR NON- INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM ANY COURSE OF DEALING OR USAGE OF TRADE.

9. Limitations of Liability And Damages
9.1 SUBSCRIBER AGREES THAT: ARGUS AND ITS AFFILIATES; EXCHANGE AND ITS AFFILIATES; AND THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS AND ANY LICENSOR TO EXCHANGE:
(i) DO NOT GUARANTEE THE SEQUENCE, ACCURACY OR COMPLETENESS OF THE CME MARKET DATA, NOR SHALL ANY OF THEM BE LIABLE TO SUBSCRIBER OR ANY OTHER PERSON FOR ANY DELAYS, INACCURACIES, ERRORS OR OMISSIONS IN CME MARKET DATA, OR IN THE TRANSMISSION THEREOF, OR FOR ANY OTHER DAMAGES ARISING IN CONNECTION WITH SUBSCRIBER’S RECEIPT OR USE OF CME MARKET DATA, WHETHER OR NOT RESULTING FROM NEGLIGENCE ON THEIR PART, A FORCE MAJEURE EVENT OR ANY OTHER CAUSE.
(ii) SHALL NOT BE LIABLE TO SUBSCRIBER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS, LIABILITY OR OTHER DAMAGE, DIRECT, INDIRECT OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THE AGREEMENT AND THE CME MARKET DATA THEREUNDER, INCLUDING BUT NOT LIMITED TO:
(a) ANY INACCURACY OR INCOMPLETENESS IN, OR DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS IN THE DELIVERY OF, THE SITE OR THE CME MARKET DATA; OR
(b) ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN BY SUBSCRIBER, ITS CUSTOMERS OR ANY OTHER ENTITIES OR ANY OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS.
(c) LOSS OF BUSINESS REVENUES, LOST PROFITS OR ANY PUNITIVE, INDIRECT, CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 SUBSCRIBER EXPRESSLY ACKNOWLEDGES THAT ARGUS, CME AND ITS AFFILIATES DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, TO SUBSCRIBER OR ANY THIRD PARTY WITH RESPECT TO THE AGREEMENT AND THE CME MARKET DATA, INCLUDING, WITHOUT LIMITATION: (i) ANY WARRANTIES WITH RESPECT TO THE TIMELINESS, SEQUENCE, ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CME MARKET DATA OR (ii) ANY WARRANTIES AS TO THE RESULTS TO BE OBTAINED BY SUBSCRIBER OR ANY THIRD PARTY IN CONNECTION WITH THE USE OF THE CME MARKET DATA.

9.3 IF THE FOREGOING DISCLAIMER AND WAIVER OF LIABILITY, OR ANY PART THEREOF, SHOULD BE DEEMED INVALID OR INEFFECTIVE, THE CUMULATIVE LIABILITY OF ARGUS, EXCHANGE, AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES AND AGENTS SHALL NOT EXCEED THE ACTUAL AMOUNT OF LOSS OR DAMAGE, OR THE SUM OF FIFTY DOLLARS ($50.00), WHICHEVER IS LESS.

10. Term and Termination
10.1 This MDLA will commence on the date set out in the Confirmation of Subscription. Subject to Subscriber's strict compliance with the provisions of this MDLA, the provision of CME Market Data by Argus hereunder will continue in force for a period of one (1) month thereafter (the “Initial Term”), and shall automatically renew at the end of such Initial Term for one (1) month and automatically thereafter on a month-to-month basis (such ongoing renewals, the “Renewal Terms”), provided, however, that either Argus or the Subscriber may terminate Real Time Access to the Argus Spot Ticker Services supplied by Argus to Subscriber under this MDLA by providing at least ten (10) days’ prior electronic or written notice that it declines such automatic renewal.

10.2 Argus and CME may from time to time modify and amend this MDLA, and Subscriber agrees to be bound by such terms. Subscriber may terminate this MDLA
upon ten (10) days’ electronic or written notice upon such modification or amendment. By continuing to access or use the CME Market Data after Argus or CME has provided you with notice of a modification, you are indicating that you agree to be bound by the modified MDLA.
10.3 Upon any termination of this MDLA, Subscriber shall discontinue any use of the CME Market Data, and delete any and all CME Market Data received under the MDLA, including without limitation any stored historical CME Market Data.

11. Survival
The provisions of the Definitions Section 1, Proprietary Rights In The CME Market Data Section 2, and Sections that by their nature should reasonably survive, and any amendments to the provisions of the aforementioned, will survive any termination or expiration of this MDLA.

12. Indemnification
Without prejudice to CME’s rights set out in clause 3.4 in the Terms and Conditions, Subscriber will indemnify, defend and hold Argus and CME, and their respective affiliates, directors, officers, employees and agents harmless from and against any and all claims arising out of or in connection with this MDLA, including, without limitation, any liability, loss or damages (including, without limitation, attorneys’ fees and other expenses) caused by any inaccuracy in or omission from, Subscriber's failure to furnish or to keep, or Subscriber's delay in furnishing or keeping, any report or record required to be kept by Subscriber hereunder.

13. Miscellaneous
13.1 Any action arising out of this MDLA or otherwise in respect of CME enforcing its rights in relation to the CME Data shall be governed and construed in accordance with the internal laws (and not the law of conflicts) of the State of Illinois. The parties submit to the exclusive jurisdiction of the state and federal courts situated in Cook County, State of Illinois in respect of any action arising out of this MDLA.

13.2 Subscriber may not assign all or any part of arising out of this MDLA without the prior written consent of Argus.

13.3 Subscriber may not modify or amend the terms of arising out of this MDLA.

13.4 In the event of any conflict between the terms and conditions of arising out of this MDLA and any other agreement relating to Subscriber's receipt and use of CME Market Data, the terms and conditions of arising out of this MDLA will prevail.

13.5 If, for any reason, one or more provisions of the Agreement or part thereof is held invalid, the other provisions of arising out of this MDLA, or parts thereof, shall remain in full force and effect.

13.6 Subscriber hereby consents to use by CME and its affiliates of proprietary data or other personal information regarding Subscriber received by CME and its affiliates from time to time through the conduct of their businesses, including any data submitted to them to fulfill regulatory obligations, for commercial, business and marketing purposes. Except as may be otherwise set forth herein (for reporting purposes or otherwise), CME and its affiliates will not reveal the following information obtained from Subscriber to fulfill regulatory obligations to non-affiliated third-parties on a non-aggregated, non-anonymized basis, except (x) as permitted by law, (y) as required or requested by regulatory authority or (z) pursuant to a valid court order, subpoena or equivalent legal instrument: (i) personally identifiable information, (ii) detailed transaction data, (iii) position data, (iv) investigative materials, or (v) financial source documents.

13.7 Argus and Subscriber acknowledge and agree that CME is an intended third party beneficiary to this MDLA, and that CME may enforce all of the terms under this MDLA.


ANNEX II
ARGUS SPOT TICKER BENCHMARK DATA SERVICE TERMS


These Benchmark Services Terms are incorporated into the Service User Agreement between Argus and you acting on behalf of your Company, and govern your access to receive and use the Argus Data made available by Argus to you strictly via the Argus Spot Ticker Benchmark Data Service. Unless otherwise stated, definitions used herein are as set out in the Terms and Conditions above. For the avoidance of doubt this Annex II is only applicable to the Argus Spot Ticker Benchmark Services and shall not apply to access to any of the Argus Spot Ticker Data made available to you via the Argus Spot Ticker Services.

The Argus Spot Ticker Benchmark Data Service is made available only to you for the limited purpose of your own internal business activities as follows:

(a) to link swaps and/or physical contracts to, or calculate one or more prices using, the Argus Data or a price formula consisting of in part Argus Data;
(b) to use Argus Data or a price formula consisting of in part Argus Data to produce, check and/or validate invoices or payments in connection with swaps and/or physical contracts; and
(c) to use Argus Data or a price formula consisting of in part Argus Data to create charts, analyze trends of the development of prices, plot prices in comparison to historical values, perform correlation analysis, carry out regression analysis or back-testing of strategies used, and/or for the analysis of potential trade opportunities.

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